CID HoldCo (DAIC) Proxy filing summary

Executive summary

• Entered into a binding agreement to acquire 100% of Envoy Technologies, Inc. from BladeRanger Ltd., with Blink Charging Co. converting its note into 20% of Envoy prior to closing.

• Acquisition consideration includes 10,833,333 shares (valued at $65M), with most issued as Series C Convertible Preferred Stock, representing 67.3% of post-closing capitalization.

• BladeRanger and Blink receive lock-up and leak-out provisions on their shares, and BladeRanger designates one board member and one executive post-closing.

• Settlement agreement with LHT I, LLC resolves $1.08M in debt via conversion to equity and asset transfer, releasing all liens and obligations.

• Company presented a compliance plan to Nasdaq regarding continued listing deficiencies, with outcome pending.

Voting matters and shareholder proposals

• Stockholder approval required under Nasdaq rules for conversion of Series C Preferred and certain other issuances exceeding 19.99% of outstanding shares.

• Stockholder approval targeted for January 2027, but not a condition to closing.

• Proxy statement to be filed within 30 days of receiving Envoy’s audited financials.

Board of directors and corporate governance

• Post-closing board will have seven directors, four of whom are independent; BladeRanger designates one director.

• Board composition will comply with Nasdaq independence requirements for all committees.