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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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CID HoldCo, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
171756109 (CUSIP Number) |
William Tremaine Reny 9 Hawk Ridge Drive, Las Vegas, NV, 89135 (719)330-7051 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/23/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 171756109 |
| 1 |
Name of reporting person
William Tremaine Reny | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,470,060.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
8.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
CID HoldCo, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
5661 S Cameron St, Suite 100, Las Vegas,
NEVADA
, 89118. | |
Item 1 Comment:
This Amendment No. 1 ("Amendment No. 1") to Schedule 13D relates to the shares of common stock, par value $0.0001 per share ("Common Stock"), of CID HoldCo, Inc., a Delaware corporation (the "Issuer"), and amends and supplements the initial statement on Schedule 13D filed by William Tremaine Reny (the "Reporting Person") with the Securities and Exchange Commission on November 14, 2025 (the "Original Schedule 13D"). Only those items that are reported in this Amendment No. 1 are amended and supplemented; all other items reported in the Original Schedule D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Unless otherwise defined herein, capitalized terms used in this Amendment No. 1 shall have the meanings ascribed to them in the Original Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
On December 23, 2025, pursuant to bona fide gifts for which no payment of consideration was received by the Reporting Person, the Reporting Person transferred an aggregate of 2,497,331 shares of Common Stock to individuals who are not affiliated with the Reporting Person for purposes of beneficial ownership reporting rules under applicable federal securities laws. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby supplemented with the following information:
On December 15, 2025, the District Court of Clark County, Nevada denied the Defendants' motion to dismiss complaint with respect to the Reporting Person's claims relating to intentional interference with contract, intentional interference with prospective economic advantage, civil conspiracy/concert of action and conversion, and granted the Defendants' motion to dismiss complaint with respect to the Reporting Person's unjust enrichment claim. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See Rows 11 and 13 of the cover page. Percentage ownership is based on 27,773,322 shares of Common Stock as of December 1, 2025, as reported in the Issuer's prospectus filed pursuant to Rule 424(b)(3) forming part of the Issuer's registration statement on Form S-1 (No. 333-290052), filed with the Securities and Exchange Commission on December 11, 2025. | |
| (b) | See Rows 7 - 10 of the cover page and the information set forth in Item 2 of the Original Schedule 13D, which is incorporated into this Item 5(b) by reference. | |
| (c) | Except as reported in this Statement, the Reporting Person has not effected any transactions in the Issuer's securities within the past 60 days. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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