Key Highlights

● CID Holdco agreed to buy all of Envoy Technologies from BladeRanger and an Envoy convertible noteholder using newly issued stock.

● The consideration is 10,833,333 shares, valued at $65 million using a reference price of $6.00 per share.

● BladeRanger is to receive 233,543 common shares and 8,433,123 Series C Preferred, while the noteholder gets 2,166,667 Series C Preferred.

● Closing is targeted for October 6, 2026, with stockholder approval of the Nasdaq share issuance due by January 31, 2027.

CID Holdco, Inc. (NASDAQ:DAIC) has agreed to acquire all of Envoy Technologies, Inc., paying with newly issued stock that the agreement values at $65.0 million. In a Form 8-K covering a securities purchase agreement dated September 25, 2026, the Delaware company said it will buy 100 percent of Envoy's capital stock from BladeRanger Ltd., an Israeli company listed on the Tel Aviv Stock Exchange (TASE: BLRN), and from the holder of an Envoy convertible note. The parties are targeting a closing on October 6, 2026.

The Consideration

The aggregate consideration is 10,833,333 shares, valued at $65,000,000 using a reference price of $6.00 per share. The shares are a mix of common stock and Series C Convertible Preferred Stock. BladeRanger is to receive 233,543 shares of common stock, representing 9.99 percent of the shares outstanding before closing, plus 8,433,123 shares of Series C Preferred. The convertible noteholder is to receive 2,166,667 shares of Series C Preferred, contingent on signing a joinder agreement. The note has a face amount of $12.5 million and converts into 20 percent of Envoy before closing.

The filing describes the Series C Preferred as having a stated value of $6.00 per share, convertible one-for-one into common stock, non-voting except for protective provisions, and non-redeemable. Its conversion is subject to a 19.99 percent beneficial ownership limit until stockholders approve the issuance under Nasdaq Rules 5635(a), (b) and (d). The filing sets a deadline of January 31, 2027 for that approval and says it is not a condition to closing.

Closing Conditions and Governance

Closing is to occur within two business days after conditions are satisfied or waived. The purchase agreement lists conditions that include accurate representations, no material adverse effect on Envoy, Israeli and Tel Aviv Stock Exchange approvals, conversion of the Envoy convertible note, and execution of the joinder by the noteholder. BladeRanger's conditions include the company filing a certificate of designation for the Series C Preferred and certain shareholders signing voting agreements. The agreement can be terminated by mutual consent, if closing has not occurred by October 6, 2026, or for an uncured material breach. It also includes a fiduciary out for the company, with expense reimbursement to BladeRanger of up to $150,000.

BladeRanger will have the right to designate one director, with the board remaining at seven members, four of them independent. That right continues while BladeRanger holds at least 10 percent of the outstanding common stock on an as-converted basis, and it also carries a right to designate one member of executive management during that period. The company and Envoy agree to a three-year non-compete in the U.S. residential, hospitality and campus shared electric vehicle mobility markets.

Lock-Ups, Registration and Protections

Common stock BladeRanger receives on converting the Series C Preferred is subject to a lock-up ending on the earlier of April 1, 2027 or six months after conversion, followed by a leak-out limiting sales to 10 percent of daily trading volume or the Rule 144 volume limit. The noteholder's shares carry a 12-month lock-up. The company must file a Form S-1 resale registration statement within 60 days after receiving Envoy's Rule 3-05 financial statements.

Indemnification claims for BladeRanger's and Envoy's representations carry a $100,000 deductible, and the filing says BladeRanger's indemnity is satisfied through Series C Preferred or common stock valued at $6.00 per share rather than cash, except for fraud. If the company raises more than $2.0 million of gross proceeds from financings before stockholder approval, it will contribute the excess, net of specified costs, to Envoy for operations and expansion.

Envoy Closing Targeted for October 6

The filing does not describe Envoy's operations beyond the shared electric vehicle mobility references in the non-compete. Watch for whether the October 6, 2026 closing occurs, for the required Israeli and TASE approvals, for the certificate of designation, and for the stockholder approval due by January 31, 2027. Financial statements for Envoy under Rule 3-05 will also be needed.