CID HoldCo (DAIC) Proxy filing summary

Executive summary

• Agreement signed for acquisition of 100% of Envoy Technologies by issuing $65M in equity to BladeRanger and Envoy Convertible Noteholder at a $6.00/share reference price.

• Series C Preferred Stock issued is non-voting (except for protective provisions), convertible to common stock after shareholder approval, and subject to a 19.99% beneficial ownership cap until approval.

• Closing targeted for October 6, 2026, with customary conditions including regulatory approvals and conversion of Envoy Convertible Note.

• Stockholder approval required for full conversion of Series C Preferred and other share issuances, with efforts to obtain approval by January 31, 2027.

• Termination rights include mutual consent, failure to close by the outside date, fiduciary out, material breach, or Nasdaq delisting.

Voting matters and shareholder proposals

• Stockholder approval required under Nasdaq rules for change of control and share issuances exceeding limits.

• Proxy statement to be filed and mailed to shareholders after SEC clearance; Board to set record date.

• If initial approval fails, proposal will be resubmitted at least every three months until obtained.

Board of directors and corporate governance

• BladeRanger entitled to designate one director to a seven-member board (four independent), and one executive management member, as long as it holds at least 10% of common stock.

• Board and committee composition must comply with Nasdaq and SEC independence requirements.