CID HoldCo (DAIC) Proxy filing summary

Executive summary

• Oct. 9, 2026 acquisition of all Envoy shares closed in an all-stock transaction valued at ~$65 million using a $6 per-share reference price.

• At closing, BladeRanger received 233,543 common shares and 8,433,123 Series C preferred shares; Blink’s $12.5 million Envoy note remains outstanding and may convert into up to 2,166,667 common shares after specified conditions.

• Following conversions, BladeRanger is expected to hold a majority of common stock on an as-converted basis, subject to approvals and conversion limits.

Voting matters and shareholder proposals

• Stockholder approval is sought for Nasdaq Rule 5635 proposals covering preferred-stock and note conversions, change-of-control matters, qualifying ELOC issuances, and any reverse split needed to reach a $4 initial listing bid price.

• Reasonable best efforts will be used to obtain approval, targeted by Jan. 31, 2027; approval was not a condition to closing.

• Phyllis W. Newhouse, ShoulderUp 2021 Trust and Edmund S. Nabrotzky committed 245,842 shares, about 10.5% of pre-closing shares and 9.6% after the closing issuance, to support the proposals until approval or transaction termination.

Board of directors and corporate governance

• The preferred-stock terms provide for a seven-member board, including four Nasdaq-independent directors; BladeRanger may designate one director during the Designation Period while it and affiliates hold at least 10% on an as-converted basis.

• BladeRanger also has the right to designate one executive management team member during the Designation Period.

• The acquisition was approved by a special committee of independent directors and the board.