NASDAQ: DAIC

Throughout this Annual Report, unless otherwise noted or otherwise
suggested by context, the “Company”, “we”, “us”, “our” refers to SEE ID and Dot Works,
as applicable, prior to the consummation of the Business Combination (as defined below), and CID Holdco, SEE ID, and Dot Works, collectively,
after the consummation of the Business Combination.

Our
Company

CID
Holdco offers a SAAS platform for customer subscriptions that provides intelligent, real-time tracking and visibility of high value
assets from one convenient application. This unique tracking capability is paired with intelligent software algorithms, including machine
learning and AI, to provide enhanced safety, assurance and efficiency for important processes in the enterprise.

Real-time asset
tracking services allow customers to improve many workflows, such as:

● Vehicle
inspection - Inspecting a vehicle as it is approaching to know when a high value asset is
on board before it leaves a secure area allows operators to respond, halt the vehicle, and
investigate. Customer security will know what is leaving and whether it is scheduled to leave.
This capability can be used at gates, docks or storage locations to automatically grant access
and record movements for accountability.

● Inventory
tracking - CID Holdco provides a unique capability to dynamically sweep item inventory with
roving, inexpensive readers powered by batteries. Due to their low cost and wireless capability,
these readers can be deployed on pallets, fork trucks, shelves or even people to provide
coverage of the location of interest. As a result of this capability, CID Holdco technology
is disruptive to legacy logistics systems which are either inadequate to gather this level
of detail or much more expensive and inflexible to deploy.

● Tracking
items and/or personnel - Using RF tags or access cards, CID Holdco systems automatically
process inbound and outbound personnel or items while AI-enabled cameras verify the
asset is the one expected. This real-time, two-layer authentication streamlines customers’
access control process, allowing them to track assets in real time and identify anything
that is not authorized. This capability can be especially valuable when providing edge intelligence
to automation or robotics systems; and

1

● Vehicle
collision avoidance - CID Holdco not only provides a system that can track autonomous or
piloted vehicles generally but if desired can overlay a precise tracking implementation that
enables collision detection and avoidance. With attachment to a governor on the vehicle,
the system can slow or stop the vehicle to prevent collision with another asset or person
in real-time.

Using
the CID Holdco rules engine, customers can set conditions for automatic alerts or actions to be taken related to specified parameters
set by users in their application. Using the system also allows the organization to begin collecting valuable data, which can be analyzed
to glean insights for better decision making across any organization or fed into an advanced AI implementation. To the extent customers
are comfortable enabling it, CID Holdco provides the capability to enable machine learning and AI intervention in complex processes to
enhance safety, assurance and efficiency.

As
a result of the unique process visibility provided by their innovations, CID Holdco is often implemented as an edge system producing
rich data streams for other supervisory systems of record. Powerful commercial partnerships are intended to be formed with large ERP,
MES or WMS system players in the targeted vertical markets.

In
short, CID Holdco brings a next generation capability to know when, where and why assets move in the enterprise, providing an opportunity
to apply AI to complex edge processes.

Software
Development

The
Company has a robust pipeline of software development projects underway. The costs associated with these projects are largely the cost
of human resources associated with the project, with some additional minor costs related to use costs for infrastructure, tools and platforms
that support the development. The time of team members spent on the projects are pro-rated against salary levels and attributed
to the module capitalization. Time is spent on development, test, compliance and commercialization activities to prepare modules for
sale to the general market.

Commercialization
activities include installers and scripts required for future customers to activate their license and commercially use the software product.
The development stage costs are a.) direct costs incurred from external consultants in developing the internal-use software and
b.) direct costs incurred from payroll and payroll-related costs for employees who are directly associated with and who devote time
to the internal-use computer software projects. The cost of these commercialization activities are included in the capitalization.

Customers

The
Company generates its revenue from a limited number of customers, resulting in customer concentration. A majority of revenue is derived
from a small group of customers, with one customer representing a significant portion of total revenue. The Company’s accounts
receivable balances are also concentrated among a limited number of customers, with a significant portion attributable to one or more
primary customers. The Company monitors the credit worthiness of its customers on an ongoing basis and believes its credit risk is limited
due to the financial strength and payment history of these customers. Management does not expect material losses from these concentrations
and has not recorded an allowance for credit losses, as all receivables are considered highly collectible.

Our
ability to grow revenue depends on enhancing our Dot Cloud SaaS platform and introducing new solutions that meet evolving customer needs
and comply with applicable governmental regulations. The development and launch of new offerings are complex and subject to risks, including
regulatory changes, competitive pressures, technology integration challenges, and market acceptance. Our business is also subject to
existing laws and regulations that govern data privacy, security, and industry-specific compliance requirements, which may increase operating
costs, limit how our solutions are delivered, or require ongoing modifications to our platform. Failure to comply with current or future
governmental regulations could adversely affect our operations, reputation, and financial results.

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For customers that need to know when, where and why assets and personnel
are moving, and to have assurance that orders are progressing, CID Holdco provides a variety of solutions across many use cases, including
the following:

Inventory
Management and Control

Warehouses
and cross docks are a primary use case for the tracking and process control features of the CID Holdco system. Real-time Inventory,
Picking, Packing and Putting are all applications supported by the system and to which CID Holdco provides disruptive, next generation
capability.

Manufacturing

Any
operation where material, manpower and machines are working in concert is a primary area where CID Holdco offers comprehensive solutions.
Tracking inventory levels in supermarkets, picking areas or assembly sites are typical applications. Solutions for transportation and
fulfillment between work cells, managing RTIs and providing data for automated material systems and robotics are also offered. The CID
Holdco solution extends across campus manufacturing and can tie tracking between multiple buildings, outdoor storage areas and work cells
together.

Mining
and Construction

The
dynamic nature of these sites makes them particularly good areas for CID Holdco battery powered and long-range wireless solutions.
Solutions include machine and material inventory tracking, personnel tracking, guided spotting and collision avoidance. Vision systems
are often combined with tracking at these sites to manage contractors and access control.

Military
Operations and Logistics

Supporting
primarily material flow and security applications, CID Holdco provides the military with an easy to deploy, dynamic and secure means
of tracking material and important workflows. Inventory applications include munitions, materials, consumable supplies and many classes
of assets and equipment. Visitor and contractor check-in, base-wide tracking as well as selected personnel applications in the battlefield
are also of interest. Vehicles, safety equipment and tool tracking are also important applications.

Airport
and Aviation Ground Support Management

CID
Holdco solutions allow customers to create a connected network of vehicles, ground support equipment (“GSE”) and personnel
with more control over the coordination of airport services.

Many
customers have large, outdoor areas where asset tracking in open space is very helpful. Traditional infrastructure is often too dense
and expensive to install in this use case, but the CID Holdco outdoor tracking solution meshes seamlessly with its indoor tracking solutions
to provide a comprehensive solution that compliments customers’ existing systems. This helps avoid common problems, including lost
or stolen assets, delays in locating GSE and inefficient use of resources.

The
CID Holdco solution is designed to improve efficiency and optimize workflows by providing real-time tracking and control over all
the resources at terminals and in cargo areas. With automated asset tracking solutions for aviation, customers can track employees enterprise-wide (indoors
and outdoors), maximize the utilization of GSE assets, and track line maintenance teams, parts, tools and kits to maximize productivity.

Forklift
Collision Warning

The
forklift collision avoidance solution is simple, promotes compliance and is flexible with the needs of customers. The solution involves
minimal infrastructure investment and can be connected through the CAN bus port, allows customers to improve their regulatory compliance
by having control over forklift movements for collision warning, and can be bundled with a forklift tracking system for a more comprehensive
indoor location solution.

3

Medical
Logistics

The
RTLS healthcare system includes a comprehensive digital pattern of human and asset movement and their use and interaction, so that customers
get actionable insights to improve patient experience and outcome while optimizing internal logistics.

CID
Holdco provides a comprehensive solution that compliments customers’ existing systems. Customers can track staff and patients enterprise-wide,
and maximize the utilization of medical equipment and supplies in hospitals, austere medical environments or medical and emergency vehicles.
The solution improves efficiency and optimizes workflows by providing real-time tracking and control. This helps avoid common problems
including lost or stolen assets, delays in locating critical medical supplies and inefficient use of resources. Not only do CID Holdco
solutions allow for the tracking of medical and emergency vehicles, they also provide item-level tracking within vehicles, trailers
or any kind of storage or transportation container.

Yard
Management

Yard
management RTLS systems enable improved material handling processes, security, safety, and turnaround times. By providing a bridge between
what’s happening inside the facility and transportation, yard management systems (“YMS”) create valuable opportunities
for businesses to improve their yard processes and profitability.

YMS
are a combination of software and hardware working together to oversee the movement of trucks and trailers within manufacturing, distribution,
warehousing and delivery facilities. The primary goal of yard management is to make business operations more efficient. Yard management
systems help improve efficiency, safety, and ease of inventory loading/unloading, transportation management, and warehouse management.
YMS provides real-time location information of trailers in the yard so employees can stage trailers to docks and fulfill orders
efficiently.

Artificial
Intelligence

Our
solution operates as an edge execution and intelligence module, almost always integrated with an enterprise software (ERP, MES, WMS,
etc.) system of record. Traditionally these enterprise software packages have relied on training personnel to execute orders and workflows,
with little or no tracking of the interim steps between significant process milestones.

We
track and direct actions with much more detail than historical systems, due largely to our advanced IoT data collection capabilities.
This additional data not only fills in gaps in the enterprise workflow records to create a more complete digital thread of the process,
it provides a rich data source for enhancing enterprise execution through the use of AI. There are three primary ways that AI technology
is applied in our solution:

1. We
use AI Cameras as one of our means of data collection. This means that one
or more cameras may be installed in the enterprise to monitor designated areas of interest.
We capture the data streams from these cameras and use AI algorithms to recognize various
objects moving in frame. Algorithms used are currently simple object recognition, i.e. we
determine the object is a box, a person, a forklift, etc. Where a trackable tag has been
applied to the object (RFID, Barcode, etc.), we correlate the image seen with the trackable
information recorded and use probability filters to overlay the trackable information with
the observed object. This enables enhanced intelligent tracking of assets using the overlay
of digital image capture and the tracking information (identification number of the asset,
parameter fields, location information and date and time stamps generated during associated
movements) stored in our database. We anticipate that our AI Camera module will likely be
enhanced in the future to include more advanced object recognition, such as long-range symbology
(barcode) reading, facial recognition for personnel and greater learning capabilities to
distinguish between various packages, tools or equipment in a given enterprise.

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2. We
use a Rules Engine to allow our administrative users to set rules that should
not be violated in their particular application. Examples of typical rules may include constraints
such as not loading through a certain dock door after 4:00 pm, always having two bins
worth of material in every pick station, restricting aisle access to one machine at a time,
etc. Our Rules Engine uses real-time tracking information as input to monitor and enforce
the rules set by the user. Alarms can be set to inform supervisors to intervene and I/O
devices can be triggered to prevent violation of the rules. The data set for this AI action
includes the digital image capture and the tracking information (identification number of
the asset, parameter fields, location information and date and time stamps generated during
associated movements) stored in our database.

3. We
use AI to implement Enhanced Workflows. Our software supports common material
handling workflows including Pick, Put, Pack, Inventory and Inspect. In performing these
tasks, operators in the future can be assisted by intelligent algorithms that work in the
background to provide context, meaning and analysis of the data supporting the action they
are being asked to do. For example, a picker can have his jobs prioritized in real-time to
meet timelines the AI system calculates are required for upstream operators, an inspector
can have suspected batches flagged based on a combination of parameters observed by the system
or a forklift operator can be directed to put material in a bay that is optimized for quickest
access for a future action. This enhanced function can be displayed as suggestions for the
operator to consider or enabled to act directly on the order being executed to direct the
operator. The AI engine has a learning element that allows it to assist more effectively
over time as it learns the workflows of the particular enterprise.

The
data sets used to enhance workflows include the same digital image capture and tracking information (identification number of the asset,
parameter fields, location information and date and time stamps generated during associated movements) stored in our database as our
other AI implementations. However this feature also depends on a meta-data object we call a Recipe. The Recipe encodes the concept
that any action in tracking, transforming or transporting an asset requires specified conditions, time and resources to be accomplished.
In the future, the AI algorithms will attempt to optimize all aspects of the recipe to most effectively achieve the outcome required
by the enterprise management system.

Corporate
Structure

As
of December 31, 2025, the Company has 68 full-time equivalent employees. These resources are organized into five major departments,
each headed by an executive: Sales, Marketing, Customer Success, Research & Development and General & Administrative which include
manufacturing and operations.

The
Company is based in the United States with four existing or planned locations of activity:

Las
Vegas, Nevada — hosts our Go-To-Market team including our Sales, Marketing and Professional Services leadership,
a Western Experience Center for demonstrations as well as customer and channel training facilities.

Bethesda,
Maryland — hosts our General & Administration leadership team, an Eastern Experience Center for demonstrations
as well as customer and channel training facilities.

Worcester,
Massachusetts — hosts our R&D group, including a lab space with testing equipment and meeting facilities to host
customer integration meetings. Note that while our US-based developers are clustered around this location, a significant portion
of our R&D developers are located in Bangalore, India and access the lab equipment remotely to conduct tests and validation.

Manati,
Puerto Rico — the site of our hardware manufacturing, a small factory producing selected tags and bridges that are specific
to the unique tracking system of the Company.

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Competition

The
asset, personnel and material flow management industry is highly fragmented, with most vendors offering software and/or hardware solutions
addressing specific industry verticals or specific solution sets. Our competition can be described from several perspectives as follows:

Market
Leaders in Tracking and AutoID Systems

Zebra — Zebra
Technologies Corporation is a mobile computing company based in San Francisco, California, specializing in technology used to sense,
analyze, and act in real time. The company manufactures and sells marking, tracking, and computer printing technologies. Its products
include mobile computers and tablets, software, thermal barcode label and receipt printers, RFID smart label printers/encoders/fixed &
handheld readers/antennas, autonomous mobile robots (AMR’s) & machine vision (MV), and fixed industrial scanning hardware &
software. As the largest incumbent in the US market, with a legacy in printer manufacturing and barcode systems, its business model is
focused on growing and developing new technology via acquisition, including a $3.5B deal to buy Motorola Solutions business in 2014.

Samsara — Samsara
Inc. is an IoT company headquartered in San Francisco, California, that provides software and insights for physical operations. The company
reports over 20,000 customers across North America and Europe. Samsara developed a connected operations cloud platform that provides
insights to physical operations organizations in the transportation, construction, energy, utilities, public sector and retail industries,
and supports the safety and efficiency of those operations. The company’s initial public offering raised $805 million in December 2021.
They use a SAAS model with most of their revenue in ARR software subscriptions.

HID
Global — Originally a German multinational, they were purchased by a Swedish company and relocated their corporate
headquarters to Texas. The company is known for its Access Control and Security products and services and have expanded to all aspects
of RFID and barcoding, including real-time tracking and AI.

Niche
or Regional Tracking System Players

The
market is crowded with small players as is typical in periods of generational transition. Many are attempting to apply IoT technology
in a specific way or focused on a particular vertical application. They include US based companies, such as Link Labs, Cognosos, True
Spot, Radiant RFID, Savi, and Inpixion; and international companies such as Blueiot, Dusun, Mokosmart, Milesight, Digital Matter, Abeeway,
Kontakt.io, Ubisense, Sensolus, and Litum. Combined, these smaller players represent approximately $350M in annual sales. Most are using
a transactional model, selling software and hardware bundled into a solution with a one-time fee, often with a maintenance fee for
each year of operation.

There
are industry specific players, particularly in Health Care, where the requirements can be quite specific and the use cases focused. Competition
is from all over the world, with many of the most important competitors centered in the US market. Many of the devices designed by these
players are made in China via contractors. There is also a wide technology spread. Some specialize in precise location services using
UWB. Some are strictly BLE or LoRA shops. There are also passive RFID and barcode system companies active in the market. Their legacy
footprint represents one of the best market opportunities to convert.

Automation
and Sensor Companies

Large
automation players such as Honeywell, Siemens, Rockwell Automation, Mitsubishi, Panasonic, Omron, Sick, Schneider Electric and
their peers are adept at selling hardware and software solutions to improve operations in the target markets of the Company. Many of
them are involved in IoT/AI and have incubators or have acquired small companies that are direct competitors to the Company. While they
can compete in specific applications, this group is more often seen as complementary to the solutions of the Company. Their channel partners
are prime targets to take on the solution set provided by the Company to augment existing offerings from their primary line card.

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ERP,
MES or WMS Players

This
group includes Korber, SAP, Microsoft, Oracle, Blue Yonder, Infor, and Manhattan Associates. They can compete with the Company in
some applications but are most often commercial partners in the solution. The Company will act as an edge module that is integrated into
their platform for enhanced visibility, safety, assurance, or execution in the system.

Infrastructure
and Integrator Vendor Consultants

IBM,
Cisco, Juniper Networks, JMA, Sierra Wireless, Dell, Arista, HPE have some extensive infrastructure and software of their own to
enhance systems processes. This group can be very competitive with the Company in capturing enterprise digital migration adoption, they
have a primary mission of being the “pipe” that the enterprise looks to for the future. Once they have mindshare in an account,
they often play a primary role in specifying other systems (particularly hardware) with the customer to enhance the process over time,
leveraging their position, AI and workflow software can be competitive but are not the focus of their mission, often providing only general
solutions. They are complementary at the edge level and may be cultivated as channel partners for our solutions.

Workflow
Automation, Integration & AI Vendor Consultants

Microsoft,
Appian, SS&C Blue Prism, Pegasystems, Automation Anywhere, UiPath have some extensive software to enhance systems processes. This
group can be very competitive with the Company in capturing enterprise digital migration adoption, they have a primary mission of being
the “pane of glass” that the enterprise looks to for the future of their digital enterprise. Once they have mindshare in
an account, they often play a primary role in specifying other systems with the customer to enhance the process over time, leveraging
their position. Their dashboard, AI and workflow software are competitive, but they are complementary at the edge level and may be cultivated
as channel commercial partners for our hardware solutions IoT system.

Competitive
Factors

The
principal competitive factors in the markets in which we operate include:

● AI
Implementation — while this is an emerging area, we are investing heavily
in this battleground feature. We believe that soon the most important aspect of the buying
decision will be the extent to which AI has been implemented to simplify the complex logistics
processes and intervene when needed to enable greater enterprise performance.

● TCO
(Total Cost of Ownership) — Our systems are intended to run for decades
in an enterprise, with costs over that time playing a key role in the buying decision. The
ability for the customer to extend the system easily, not be subject to custom programming
charges, avoid proprietary devices and keep pace with data structure and security changes
is an important competitive advantage.

● ROI
(Return on Investment) — Our value to the enterprise vs the benefit is
part of every buy decision. This includes the total cost of ownership over time and the installation
costs borne by the customer during adoption of the system. The impact we have on key workflows
(inventory, order processing, picking, packing, putting etc) is measurable and significant.
Our unique ability to use low-cost passive transponders (less than a tenth of the cost
of the active transponders used by almost every other competitor) is a key factor in our
success. The long-range nature of our radio network (up to 15 miles) also impacts this
equation by lowering the infrastructure required for operation.

● Accuracy
and Reliability — many competitors advertise pinpoint location accuracy
to win customers. However, most processes do not need location accuracy better than a couple
of meters to direct and execute their operations. What is more important for the enterprise,
is the reliability of the identification of the asset. Since our patented mesh system can
normally identify the presence of an asset at two sigma (95%) for very minimal cost or three
sigma (99.7%) at a somewhat higher cost, we are in an enviable market leadership position
relative to customer need.

● Support
Services — The processes that we impact are critical to the functioning
of an enterprise. To commit to this new technology, users need to know they will have support
when things inevitably go wrong. Use of an extensive channel partner network means they will
have a trusted local partner to assist them, with a powerful technology vendor behind them.
Backing the channel with high-availability support lines and customer service is essential.

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● Friendly
country sourcing — So many competitors rely on Chinese or Taiwan sourcing,
excluding them from consideration for USA Government or Military contracts and making them
less desirable for private sector selection. Sourcing from DFAR compliant countries and making
our core components in the USA positions us particularly well for the crucial US market.

Based
on these factors, we believe we are positioned favorably against our competitors. However, some of our competitors have substantially
greater financial resources, greater brand recognition, larger sales forces and marketing budgets, as well as broader distribution networks.
Large corporations may be able to utilize their distribution networks and existing relationships to offer new solutions in addition to
solutions already being provided to customers. We expect additional competition as our market grows and rapidly changes, and we may choose
to enter or expand into new markets as well.

Growth
Strategies

We
intend to pursue the following growth strategies:

Focused
Customer Acquisition: With a rapidly digitizing market, we believe that there is a significant opportunity to continue to grow
our customer base as we promote our capabilities. We plan to continually invest in our sales and marketing coverage, including channel
partners, and leverage our go-to-market model to continue acquiring new customers.

Expand
Within Our Existing Customer Base. Once we solve the first problem for our customers, we see a significant opportunity
to expand application adoption within that same account. This includes increasing the number of physical assets enrolled as well as expanding
across our customers’ multiple sites and divisions.

Customer-centric Innovation
and Rapid Product Releases. Our architecture was designed as a platform from the beginning to enable fast turns and parallel development.
This means we can move at a faster cadence than anyone else in bringing enhanced products to market and in enhancing our products as
customer needs emerge. Our goal is to continue to add market-driven capabilities and product features on at least a quarterly basis.

Channel
development. Our vision is to be a channel focused company. Rapid acquisition of targeted channel partners in all of the
global markets will be a primary metric. Our unique technology, very attractive commercial model, as well as the training and support
capability we offer will drive channel acquisition.

Expand
Technology Partnerships and Integrations. Our use of COTS devices and integration with existing software for many of our solutions
makes us useful collaborators in our markets. We leverage the combined expertise of multiple partners, each looking at specific technical
and commercial areas to ensure we are at the forefront. This solutions stance also enables commercial growth, as we are referenced into
accounts and opportunities by our partners. Our backend software integrations are especially important here. Continued growth in integrations
will strengthen our ecosystem, further increasing the opportunity to attract customers that prioritize interoperability with their existing
applications. We also believe that additional partnerships will further enhance our distribution capabilities.

Expand
Internationally. A key focus of our company is to continue to expand our global reach. In the short term we are already expanding
channel in Europe and expect to form a sales company in Southern Germany or Northern Switzerland next year. To support our offshore engineering
team, add customer support capability and some sales opportunities already emerging in the region, we also plan to form an Indian subsidiary
in 2026. Note that our product platforms were designed from the outset to meet international standards and regulations.

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Monetizing
data streams. As a data producer, the Company has access to valuable data that is of interest to industry analysts, financial markets,
insurance providers, Equipment OEMs, regulatory bodies and many other stakeholders. Current EULAs and contracts allow the Company to
use non-PII data for any purpose, including for sale. This emerging opportunity to monetize the data streams can be significant
in the future.

Acquisitions.
Note that it is likely that we will also look to accelerate growth by acquisition. Potential targets are being evaluated based on
the extent to which they can help us in one or more of the strategies’ above.

Material
Supply Agreements

We have agreements in place with Wiliot, the company which provides
our chip and passive labels for tracking and Arshon Technology Inc. (“Arshon”), the company which helped create our initial
PCB board. However, the remaining individual components are purchased using purchase orders and are not yet subject to supplier agreements.
Following our initial production runs, we plan to implement a dual source policy for our components wherever possible so we’re not
reliant on one provider. For example, we are ordering PCB boards from both AET and Arshon. We order chips from Wiliot and from Identiv.
Identiv is recognized as one of the world’s largest producers of specialty RFID tags, inlays and labels. In fact, Identiv is the
main supplier for Wiliot.

The agreement (the “Arshon Agreement”) between CID Holdco,
Inc. (Client) and Arshon (Contractor) outlines several material terms, including the rights and obligations of both parties, as well as
termination and payment provisions. Arshon is responsible for providing services such as designing and developing Perth PCBs, including
schematics, prototypes, production boards, and test jigs. Deliverables include Gerber files, BOM, schematics, and PCBs. These services
are to be performed independently, with Arshon taking responsibility for reporting compensation as income and complying with all applicable
laws. We are obligated to provide payments as outlined in the Statement of Work (SOW) and reimburse pre-approved travel and related
expenses. Intellectual property rights for all deliverables created during the performance of services are assigned to the Company, and
Arshon is required to maintain confidentiality of all information we provide, and to return or destroy such information upon termination
of the Arshon Agreement.

The
Arshon Agreement may be terminated for breach if the defaulting party does not remedy the breach within 10 days of notice. Additionally,
it can be terminated immediately in cases involving fraud, misconduct, tax violations, or bankruptcy. Either party may also terminate
the agreement for convenience with at least 10 days’ written notice, and the agreement automatically terminates if the Deel
platform terms are terminated or if either party loses access to Deel. Upon termination, Arshon is required to return all work products
and confidential information, while we must pay any accrued but unpaid fees.

The
material terms of the agreement (the “Wiliot Agreement”) between Wiliot Ltd. and CID Holdco Inc. dba Dot AI Corporation include
key rights, obligations, termination provisions, and payment terms. Under the Wiliot Agreement, Wiliot grants the Company non-exclusive rights
to promote, market, and resell Wiliot’s IoT Pixels, Hardware, and Cloud subscriptions as part of an Integrated Solution. The Company
also has the right to provide professional services related to Wiliot’s products. The Company is required to maintain certification
and compliance with integration requirements while ensuring customer relationships align with the agreement’s terms. Intellectual
property rights remain with Wiliot for its products and solutions, while the Company retains rights to its own developments based on
Wiliot’s intellectual property with proper attribution.

The
Wiliot Agreement can be terminated under several conditions, including mutual convenience with 90 days’ notice, material breach
not remedied within 30 days, insolvency, or bankruptcy. Upon termination, the Company must cease use of Wiliot’s branding
and fulfill existing purchase orders. Wiliot retains discretion over customer approvals and the supply chain, and the Partner cannot
market or distribute Wiliot products outside the agreed-upon territory and vertical without prior consent.

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Payment
provisions include milestone-based invoicing, with 50% due upon purchase order acceptance and the remainder upon delivery. Wiliot
Cloud subscriptions are billed monthly or annually, with fees based on the chosen functionalities. Payments must be made in U.S. dollars
and within specified timeframes, and are non-refundable. Pricing adjustments require 30 days’ notice, and taxes and additional
charges are the Partner’s responsibility. Overall, the Wiliot Agreement emphasizes a collaborative yet clearly delineated partnership,
protecting both parties’ intellectual property and operational interests.

Payments
under the Wiliot Agreement are milestone-based, tied to the completion of specific deliverables as outlined in the SOW. The Client
is also responsible for reimbursing reasonable, pre-approved expenses incurred by the Contractor during service performance. All
payments are processed through the Deel platform in accordance with Deel’s terms and conditions, ensuring compliance with their
payment facilitation processes.

Facilities

We
are headquartered in Las Vegas, Nevada, where we also host a Customer Experience Center in the warehouse area of one of our channel partners.
Our management and administrative staff are in Bethesda, MD where we maintain an office for east coast customer engagement, government
meetings and supporting lobbying activity. Our embedded development team and DFM capability is built around our CTO in Worcester, MA
and our core software team is in Bangalore India. Our manufacturing subsidiary with assembly and test lines in Puerto Rico is managed
on site by our COO/CFO.

Admin
Corporate HQ
Systems Lab
Assembly &

Test
EU

Subsidiary
India

Subsidiary

Location
Bethesda, Maryland
Las Vegas,

Nevada
Worcester, Massachusetts
Manati,

Puerto Rico
Germany or Switzerland
Bangalore, India

Size (sq ft)
2,969
2,000
600
16,000

Terms
63 months
annual sub-lease
monthly lease
monthly lease
TBD
TBD

Lessor
IN-REL 7500 OGR, LLC
POPE TECHNOLOGIES
18 Phoenix Park LLC
Cruce Davila Development LLC

Monthly Cost
$7,263
$1,280
$2,060
$9,333

We
do not own any real property. We believe that these facilities are suitable to meet our needs in the short term, and that, when needed,
suitable additional or alternative space will be available to accommodate any expansion of our operations.

Intellectual
Property

Intellectual
property rights are important to the success of our business. We rely on a combination of patent, copyright, trademark and trade secret
laws in the United States and other jurisdictions, as well as license agreements, confidentiality procedures, non-disclosure agreements
with third parties, and other contractual protections, to protect our intellectual property rights, including our proprietary technology,
software, know-how and brand.

Although
we rely on intellectual property rights, including patents, copyrights, trademarks and trade secrets, as well as contractual protections
to establish and protect our proprietary rights, we believe that factors such as the technological and creative skills of our personnel,
creation of new services, features and functionality, and frequent enhancements to our offerings are equally important to establishing
and maintaining our technology position.

We
control access to and use of our proprietary technology and other confidential information through the use of internal and external controls,
including contractual protections with employees, contractors, customers and partners. We generally require our employees, consultants
and other third parties to enter into confidentiality and proprietary rights agreements and we control and monitor access to our software,
documentation, proprietary technology and other confidential information. Our policy is to require all employees and independent contractors
to sign agreements assigning to us any inventions, trade secrets, works of authorship, developments, processes and other intellectual
property generated by them on our behalf and under which they agree to protect our confidential information. In addition, we generally
enter into confidentiality agreements with our customers and partners. See the section titled “Risk Factors — Intellectual
Property” for a discussion of risks related to our intellectual property.

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Regulatory
Environment

We
are subject to a wide variety of laws and regulations in the United States and other jurisdictions and devote considerable resources
to compliance with these laws and regulations.

We
are subject to laws and regulations governing issues such as privacy, data security, telecommunications, the use of biometric data, labor
and employment, anti-discrimination, whistleblowing and worker confidentiality obligations, product liability, consumer protection and
warnings, marketing, taxation, competition, arbitration agreements and class action waiver provisions, and terms of service, among other
issues. We could become subject to additional legal or regulatory requirements if laws, regulations, or guidance change in the jurisdictions
in which we operate. This could include the need to obtain new and different types of licenses or certifications to offer certain products
or functionalities. Overall, we are committed to complying with, and helping our customers comply with, applicable regulations and requirements,
and we will continue to devote significant internal resources to these efforts.

See
the section titled “Risk Factors — Risks Related to Government Regulation” for additional information
about the laws and regulations to which we are subject and the risks to our business associated with such laws and regulations.

Data
Protection and Privacy Program

We
are dedicated to protecting and securing the data of our customers as part of our overall data protection and privacy program. In addition
to the privacy and security measures that we incorporate into the design, engineering, and testing processes for our solution, we have
company-wide policies that describe how we collect, use, protect and disclose data. We provide ongoing training to our employees
to appropriately handle and secure data. We are also able to assist our customers in demonstrating their compliance with applicable data
protection and privacy regulations through the use of template accountability documentation (e.g., data protection impact assessments
and supporting policies), which can be configured and tailored by customers to address their particular use cases and organizational
requirements. We offer EU Model Clauses, also known as Standard Contractual Clauses, for the purpose of helping enable our customers’
continued compliance with the changing regulatory landscape in connection with transferring personal data subject to the GDPR to third
countries that have not been found to provide adequate protection to such personal data, including the United States, highlighting
a commitment to protect personal information in accordance with a set of privacy principles that offer meaningful privacy protections
and recourse for EU individuals. We also maintain a self-certification under EU-US and Swiss-US Privacy Shield. We hold
our service providers and sub processors to the same high data-protection and privacy standards to which we hold ourselves, including
through contractual commitments and periodic reviews and audits.

See
the section titled “Risk Factors — Risks Related to Government Regulation” for additional information
about the laws and regulations to which we are subject and the risks to our business associated with such laws and regulations.

Material
Legal Proceedings

From
time to time, we may become involved in litigation or other legal proceedings. Other than as described below, we are not currently a
party to any litigation or legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on
our business. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of
management resources, and other factors.

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The
Company has been made aware of a complaint (the “Complaint”) filed by William Reny (“Plaintiff”), a greater than
five percent (5%) holder of the Company’s outstanding common stock, par value $0.0001 per share, against SEE ID, Charles Maddox
and Ed Nabrotzky, each a director of SEE ID, and Does 1-20 (collectively with SEE ID, Mr. Maddox and Mr. Nabrotzky, the “Defendants”),
in the District Court of Clark County, Nevada.

The
Complaint alleges, among other things, (a) breach of Plaintiff’s employment agreement, and an implied covenant of good faith and
fair dealing in respect thereof, by SEE ID by (i) terminating Mr. Reny’s employment for “cause,” (ii) not paying Plaintiff
certain compensation and benefits, (iii) not permitting Plaintiff to transfer shares to a third party, and (iv) otherwise harming Plaintiff;
(b) tortious interference with a contract, tortious interference with prospective economic advantage and conspiracy/concert of action
by Messrs. Maddox and Nabrotzky with respect to a contract Plaintiff had with a third party to purchase a home by not permitting Mr.
Reny to transfer shares to a third party; (c) conversion, failure to produce business records under NRS chapter 78 or unjust enrichment
by one or more of the Defendants. Plaintiff seeks direct damages, interest, statutory damages and penalties, records production, injunctive
relief as appropriate, an accounting, reasonable attorney’s fees and costs and punitive damages in excess of $50,000.

On
October 23, 2025, the Company filed a motion to dismiss several causes of action and requested that the court dismiss all claims in their
entirety. On December 15, 2025, the District Court of Clark County, Nevada denied the Company’s motion to dismiss with respect
to the former employee’s claims for intentional interference with contract, intentional interference with prospective economic
advantage, civil conspiracy/concert of action and conversion, and granted the motion with respect to the unjust enrichment claim. The
Company and the Defendants continue to vigorously defend the action and are pursuing available legal remedies, including seeking dismissal
of claims. Except as required by law, the Company does not intend to comment further on this matter.

Business
Combination

On
June 18, 2025 (the “Closing Date”), the Company consummated the transactions contemplated by that certain Business Combination
Agreement, dated March 18, 2024 (the “Business Combination Agreement”), by and among the Company, ShoulderUp Technology Acquisition
Corp, a Delaware corporation (“SUAC”), ShoulderUp Merger Sub, Inc., a Delaware corporation (“ShoulderUp Merger Sub”),
SEI Merger Sub, Inc., a Delaware Corporation (“SEI Merger Sub”) and SEE ID, Inc., a Nevada corporation (“SEE ID”).
Pursuant to the Business Combination Agreement, on the Closing Date, (i) ShoulderUp Merger Sub merged with and into SUAC (the “ShoulderUp
Merger”), with SUAC surviving the ShoulderUp Merger as a wholly-owned subsidiary of the Company; and (ii) simultaneously with the
ShoulderUp Merger, SEI Merger Sub merged with and into SEE ID ( the “SEE ID Merger”), with SEE ID surviving the SEE ID Merger
as a wholly-owned subsidiary of the Company (the ShoulderUp Merger and the SEE ID Merger, together the “Mergers” and together
with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).

On
the Closing Date, we consummated the PIPE Financing (as defined below). Pursuant to certain subscription agreement entered into between
June 10, 2025 and June 17, 2025 (the “PIPE Subscription Agreements”) by us with certain unaffiliated third-party investors
(each, a “PIPE Investor” and collectively, the “PIPE Investors”), pursuant to which, the Company agreed to issue
and sell to the PIPE Investors, and the PIPE Investors agreed to subscribe for and purchase an aggregate of 3,323,536 PIPE Shares at
a purchase price of $4.00 per share for an aggregate purchase price of $13,294,143, in a private placement (the private placement contemplated
by the PIPE Subscriptions Agreements, the “PIPE Financing”). Of the total PIPE Investment, $2,456,500 represents the conversion
of bridge loan principal and accrued interest, such that the Company received an additional $10,837,643 from the PIPE Investors at the
closing of the PIPE Financing. The PIPE Financing closed substantially concurrently with the closing of the Business Combination (the
“Closing”).

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Prior
to and in connection with the special meeting to approve the Business Combination, holders of 2,000 shares of SUAC’s Class A Common Stock
sold in its initial public offering exercised their right to redeem those shares for cash at a price of approximately $11.00 per share,
for an aggregate of approximately $22,000. The per share redemption price of approximately $11.00 for public shareholders electing redemption
was paid out of SUAC’s trust account, which after taking into account the redemptions, had a balance immediately prior to the Closing
of approximately $5,577,304.

Equity
Line of Credit

At
the Closing, the Company entered into a Share Purchase Agreement (the “ELOC Agreement”) with New Circle Principal Investments
LLC, a Delaware limited liability company (“New Circle”), pursuant to which New Circle has committed to purchase, subject to
certain limitations, up to $50 million shares of the Company’s Common Stock. In connection with the ELOC Agreement, the Company also
entered into a registration rights agreement with New Circle and previously filed a separate resale registration statement covering up
to 5,524,624 shares issuable under the ELOC Agreement.

We
may, at our option, direct New Circle to purchase shares from time to time, and we are under no obligation to sell any securities under
the ELOC Agreement. Issuances under the ELOC Agreement remain subject to Nasdaq limitations, including a 19.99% cap absent stockholder
approval or a minimum price exception, and a 4.99% beneficial ownership cap (which New Circle may elect to increase to 9.99% on 61 days’
notice). New Circle has agreed not to engage in short sales or establish a net short position in our Common Stock during the term of
the ELOC Agreement.

Any
future use of the ELOC Agreement will depend on market conditions, our trading price and volume, and our liquidity needs, and could be
dilutive to existing stockholders and place downward pressure on our stock price. Only 5,524,624 shares are currently registered for
resale; we may need to register additional shares to access the full $50 million capacity. The ELOC Agreement automatically terminates
upon the earlier of July 18, 2028 or aggregate purchases of $50 million, and may be terminated earlier by us in accordance with its terms.
We currently expect that any proceeds from sales under the ELOC Agreement will be used for working capital and general corporate purposes,
including the repayment of debt.

On
October 13, December 30, and December 31, 2025, the Company delivered purchase notices for 30,000, 500,000, and 1,000,000 shares at settlement
prices of $2.62, $0.32, and $0.32 per share, respectively, resulting in gross cash proceeds in 2025 of $78,516, $159,500, and $317,000,
respectively. The Company issued 30,000 shares in October 2025 and 1,000,000 shares in December 2025, with the remaining 500,000 shares
settled and administratively issued in early January 2026. Because the shares were issued to New Circle at prices determined using a
discounted VWAP formula, the cash proceeds received were below the fair value of the shares on the respective issuance dates. The Company
measured the shares at their fair value on the date cash was received and recognized the difference between (i) the fair value of the
shares issued and (ii) the proceeds calculated pursuant to the discounted VWAP pricing terms. This difference, totaling $246,184, was
recorded as a loss on issuance of shares in the statement of operations.

Recent
Developments

Senior
Secured Convertible Loan Agreement

On December 5, 2025, we entered into a Loan Agreement (the “Loan
Agreement”) with J.J. Astor & Co., a Utah corporation (including its successors and assigns, the “Lender”), pursuant
to which the Company may borrow up to $5,000,000 in four tranches comprised of an initial $2,000,000 tranche (the “Initial Loan”)
borrowed on December 5, 2025 (the “Initial Funding Date”), and up to three additional tranches of $1,000,000 each (the “Additional
Loans” and together with the Initial Loan, the “Loans”). The Initial Loan is evidenced by a Senior Secured Convertible
Note issued to the Lender for an original principal amount of $2,600,000 (the “Initial Note”), of which $1,840,000 was funded
by the Lender at the funding date after deducting the Lender’s origination fees and expenses from the amount of the Initial Loan. The
Initial Loan matures on November 30, 2026, and is payable in twelve monthly installments, consisting of an initial installment that was
due on December 31, 2025 of $108,334 and the remaining eleven monthly payments of $226,515.

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Each
Additional Loan is subject to the Company’s satisfaction of certain specified conditions, including conditions related to the Company’s
ELOC Agreement with New Circle. The Loan Agreement requires the Company to draw on its ELOC Agreement with New Circle to pay monthly
installment payments under the Convertible Notes. New Circle has agreed to remit 80% of all ELOC proceeds to the Lender with the remaining
20% to be remitted to the Company within 3 business days following each draw on the ELOC. To the extent that the proceeds of the ELOC
remitted to the Lender are not sufficient to cover the then applicable minimum monthly payment due in any month, the Company shall be
required to pay the balance of such amount to the Lender on the last business day of such month.

In
connection with the Loan Agreement, we issued to the Lender a warrant to purchase up to 230,770 shares of our Common Stock at an exercise
price of $1.69 per share, subject to customary adjustments for stock dividends, splits, combinations, reclassifications, and similar
events (the “Initial Lender Warrant”). Additional warrants will be issued in connection with any Additional Loans as a condition
to funding (the “Additional Lender Warrants” and together with the Initial Lender Warrant, the “Lender Warrants”).
The Lender Warrants may not be exercised to the extent the exercise would cause the Lender and its affiliates to beneficially own more
than 4.99% of the outstanding Common Stock, subject to the Lender’s written notice and the Company’s agreement to increase such cap up
to 9.99%. The conversion of any Lender Notes and the exercise of the Lender Warrants are subject to applicable Nasdaq rules. We also
entered into a registration rights agreement requiring us to file a resale shelf registration statement covering up to 100% of the shares
issuable upon conversion of the Initial Note and any Additional Notes. Any Lender Note is convertible, in whole or in part, only after
an Event of Default and the effectiveness of such resale registration statement, at a conversion price equal to 80% of the average of
the four lowest volume-weighted average prices of our Common Stock on its principal market over the 20 trading days immediately prior
to the Lender’s notice of conversion, and any conversion is also subject to the 4.99% beneficial ownership cap.

The
Company’s obligations under the Loan Agreement are guaranteed and secured on a first-priority basis by substantially all assets of the
Company and each applicable subsidiary guarantor, subject to customary exclusions. Under the terms of the pledge and security agreement,
the Company granted the Lender a continuing first-priority security interest in 100% of the equity interests of the Company’s subsidiaries
to secure the obligations under the Loan Agreement and related loan documents.

Implications
of Being an Emerging Growth Company

We
qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart
Our Business Startups Act of 2012, or the “JOBS Act.” As such, we will take advantage of certain exemptions from various reporting
requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging
growth company, including (i) the exemption from the auditor attestation requirements with respect to internal control over financial
reporting under Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), (ii) the exemptions from say-on-pay,
say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced disclosure obligations regarding executive compensation
in our periodic reports and proxy statements. As a result, our stockholders may not have access to certain information they deem important.
We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year (a) following November 23, 2026,
the fifth anniversary of the closing of SUAC’s IPO, (b) in which we have total annual gross revenue of at least $1.235 billion or (c)
in which the Company is deemed to be a large accelerated filer, which means the market value of our Common Stock that are held by non-affiliates
exceeds $700 million as of the last business day of our prior second fiscal quarter and we have been subject to the Exchange Act’s reporting
requirements for at least 12 months and have filed at least one annual report, and (ii) the date on which we have issued more than $1.0
billion in non-convertible debt during the prior three-year period.

In
addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying
with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as it is an emerging growth company.
An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply
to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the
requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not
to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application
dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither
an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible
because of the potential differences in accounting standards used.

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