Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On September 25, 2026, CID HoldCo, Inc., a Delaware corporation (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with BladeRanger Ltd. (TASE: BLRN) ("BladeRanger") and Envoy Technologies, Inc., a Delaware corporation ("Envoy"), pursuant to which the Company will acquire 100% of Envoy's outstanding capital stock (the "Acquisition"). The Purchase Agreement supersedes the Binding Summary of Principal Terms, dated September 14, 2026 (the "Term Sheet"), previously disclosed on the Company's Current Report on Form 8-K filed September 16, 2026.

BladeRanger holds 100% of Envoy's outstanding capital stock (135 shares of common stock).

Valuation and Consideration. At Closing, subject to the terms and conditions of the Purchase Agreement, the Company will issue an aggregate of 10,833,333 shares (the "Envoy-Side Shares"), valued at $65,000,000 based on a reference price of $6.00 per share (the "Reference Price"), consisting of: (i) 233,543 shares of Common Stock to BladeRanger, which represent 9.99% of shares outstanding immediately prior to Closing; and (ii) shares of newly authorized Series C Convertible Preferred Stock (the "Series C Preferred"), of which 8,433,123 shares will be issued to BladeRanger . As discussed in more detail below, the holder (the "Envoy Convertible Noteholder") of a $12.5 million convertible promissory note issued by Envoy (the "Envoy Convertible Note") will be entitled to receive 2,166,667 shares of Series C Preferred, subject to Envoy Convertible Noteholder's execution of a joinder agreement to the Purchase Agreement.

The Series C Preferred will have a stated value of $6.00 per share, be non-voting (except for protective provisions), and be convertible one-for-one into Common Stock, subject, prior to stockholder approval, to a 19.99% beneficial ownership limitation including shares issuable upon conversion of the H Capital Note and shares issued to BladeRanger at Closing (the "Series C Blocker"). Upon receipt of stockholder approval, the Series C Blocker will cease to apply and all outstanding shares of Series C Preferred will automatically convert one-for-one into Common Stock. The Series C Preferred will have a liquidation preference equal to the greater of its stated value or as-converted value and will not be redeemable.

BladeRanger-Funded Obligations. BladeRanger will receive additional shares of Common Stock or Series C Preferred at $6.00 per share for amounts it incurs, accrues, pays, funds or otherwise satisfies from the Term Sheet date through Closing in connection with the operation or funding of Envoy or any indebtedness of the Company or Envoy paid, funded or otherwise satisfied by BladeRanger; provided that (i) amounts relating to the operation, funding or indebtedness of Envoy shall not exceed $500,000 and (ii) no more than 400,000 shares of Series C Preferred shall be issued in respect of amounts relating to the operation, funding or indebtedness of the Company. To the extent BladeRanger pays or otherwise discharges indebtedness of the Company in excess of $1.6 million, the Company will reimburse BladeRanger for such excess in cash at Closing. Any additional shares issued to BladeRanger pursuant to these provisions will be in addition to the Envoy-Side Shares and will not be subject to BladeRanger's lock-up or leak-out restrictions.

Closing and Conditions. Closing is targeted for October 6, 2026 (the "Outside Date"), subject to customary conditions including (a) for the Company, (i) the accuracy in all material respects of BladeRanger's and Envoy's representations and warranties and compliance with covenants; (ii) the absence of Material Adverse Effect of Envoy; (iii) the receipt of all required Israeli and Tel Aviv Stock Exchange approvals; (iv) conversion of the Envoy Convertible Note in accordance with its terms; and (v) the Envoy Convertible Noteholder's execution of the Joinder Agreement and transfer to the Company of all Envoy shares issued to the Envoy Convertible Noteholder upon conversion of the Envoy Convertible Note; and (b) for BladeRanger, (i) the Company's filing of the Certificate of Designation and issuance of Series C Preferred; and (ii) execution of Voting Agreements by certain stockholders of the Company. Closing is targeted to occur within two Business Days after satisfaction or waiver of all conditions to Closing (other than conditions that by their nature are to be satisfied at Closing). Each of the Company and BladeRanger are entitled to waive one or more their respective conditions to Closing in writing.