8-K
CID Holdco, Inc. (DAIC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 12, 2025 (December 18, 2025)
CID Holdco, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-42711 | 99-2578850 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 5661 S Cameron St, Suite 100,Las Vegas, Nevada | 89118 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
(303)-332-4122
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbols | Name of Each Exchange on Which Registered |
|---|---|---|
| Common Stock, par value $0.0001 per share | DAIC | The Nasdaq Stock Market LLC |
| Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share | DAICW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers. |
|---|
On December 12, 2025, CID Holdco, Inc. (the “Company”), appointed Dolores Rochester, age 50, as Chief Revenue Officer of the Company, effective January 5, 2025. Ms. Rochester will succeed Robert Reny, who resigned from the Company on December 12, 2025. Mr. Reny’s resignation is not based on any disagreement with the Company as to accounting principles, practices or financial statement disclosures.
Ms. Rochester brings more than 25 years of experience leading high-performing sales organizations at global technology companies including Oracle and IBM and is recognized for building and scaling teams, strengthening strategic customer relationships, and delivering consistent execution at scale. Ms. Rochester is joining the Company from Oracle (NYSE: ORCL) from her current role as Group Vice President, North America Cloud Infrastructure Sales. Ms. Rochester joined Oracle in 2017 where she served in various roles of increasing responsibility. Ms. Rochester joined Oracle from IBM where she served since 1997 with her most role as Regional New Business Development Executive for the Vicom Computer Services unit from 2012 to 2016. Ms. Rochester will receive a base salary of $285,000 per year (subject to applicable withholdings) and is entitled to a variable bonus of up $190,000 for 2026, subject to meeting certain annual sales targets that will be fixed by the Chief Executive Officer and approved by the Compensation Committee. Ms. Rochester will also entitled to participate in the Company’s benefit plans and arrangements applicable generally to employees and executive officers. Such compensation and benefit plans and arrangements are described in the Company's Registration Statement on Form S-1 (File No. 333-290052), as amended and filed with the Securities and Exchange Commission on September 5, 2025.
Mr. Reny is entitled to his benefits under the Company’s compensation plans in accordance with the terms of the plans.
| Item 7.01. | Regulation FD |
|---|
On December 18, 2025, the Company issued a press release relating to the appointment of Dolores Rochester as Chief Revenue Officer of the Company.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated December 18, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 1 |
| --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 18, 2025
| CID HOLDCO, INC. | |
|---|---|
| By: | /s/ Edmund Nabrotzky |
| Name: | Edmund Nabrotzky |
| Title: | Chief Executive Officer and Director |
2
Exhibit 99.1
CONFIDENTIAL DRAFT
Dot Ai AppointsDelores Rochester as Chief Revenue Officer to Drive Growth****Veteran Sales Leader Brings More Than 25 Years of Experience Scaling Global Revenue Organizations
LAS VEGAS– December 18, 2025– Dot Ai (Nasdaq: DAIC) (“Dot Ai” or the “Company”), an IoT and AI-based SaaS company at the forefront of Asset Intelligence technology, today announced the appointment of Delores “Del” Rochester as Chief Revenue Officer, effective immediately.
The appointment reflects Dot Ai’s focus on accelerating enterprise adoption, expanding customer relationships, and strengthening commercial execution as demand for real-time asset intelligence continues to grow.
As Chief Revenue Officer, Mrs. Rochester will lead Dot Ai’s global revenue organization, with responsibility for customer expansion, go-to-market execution, and driving sustainable growth across enterprise accounts.
Mrs. Rochester brings more than 25 years of experience leading high-performing sales organizations at global technology companies including Oracle and IBM. Over the course of her career, she has sold more than $4 billion in technology solutions to enterprise customers across manufacturing, healthcare, financial services, and other complex industries. She is recognized for building and scaling teams, strengthening strategic customer relationships, and delivering consistent execution at scale.
“Dot Ai’s technology addresses a real and growing need for enterprises operating complex physical environments,” said Delores Rochester, Chief Revenue Officer of Dot Ai. “I’m excited to work closely with customers and the team to build on the company’s momentum, deepen partnerships, and help drive the next phase of growth.”
Mrs. Rochester succeeds Bob Reny, who recently departed the company following his tenure as Chief Revenue Officer.
“Del brings a rare combination of enterprise sales leadership, technical fluency, and execution discipline,” said Ed Nabrotzky, Chief Executive Officer of Dot Ai. “Her experience scaling revenue organizations at global technology leaders will be instrumental as we continue to expand our enterprise footprint. I also want to thank Bob Reny for his contributions to Dot Ai and wish him continued success.”
Dot Ai continues to invest in leadership and operational rigor to support enterprise customers and deliver long-term value to shareholders.
About Dot Ai
At the heart of the technological revolution in asset management and security lies Dot Ai, a trailblazing SaaS service that is defining Asset Intelligence for smart supply chain operations. By harnessing the power of real-time IoT tracking technology and AI-enhanced analytics, Dot Ai stands at the forefront of innovation, offering patented solutions that are not just advanced but transformative. Through relentless research and development, Dot Ai has engineered a suite of technologies that empower organizations to not only streamline their logistics and supply chain processes but also bolster operational security to unprecedented levels. Leveraging state-of-the-art AI engines, cutting-edge 5G RF and BLE technology, and seamless API integrations, Dot Ai transcends traditional boundaries, offering real-time asset visibility and predictive analytics that integrate effortlessly with existing infrastructure. This is not just technology; it's a vision for a more secure, efficient, and connected world. Discover more about how Dot Ai is leading the charge in Asset Intelligence by visiting https://daic.ai.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts, including statements regarding anticipated production capacity increases, facility expansion plans, expected order fulfillment, and future business growth. All forward-looking statements are based on Dot Ai's current expectations and beliefs concerning future developments and their potential effects on the company. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and Dot Ai assumes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Dot Ai Contacts
Investors and Media:
ICR, Inc.
dotai@icrinc.com