Opening the filing
8-K
Item 1.01. Entry into a Material Definitive Agreement.
Securities Purchase Agreement
As previously reported in the Current Report on Form 8-K filed by CID HoldCo, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on September 29, 2026 (the “Signing 8-K”), on September 25, 2026, the Company entered into a Securities Purchase Agreement (the “Original Purchase Agreement”) with BladeRanger Ltd. (TASE: BLRN), a company organized under the laws of the State of Israel (“BladeRanger”), and Envoy Technologies, Inc., a Delaware corporation (“Envoy”), pursuant to which the Company agreed to acquire 100% of Envoy’s outstanding capital stock (the “Acquisition”) in exchange for shares of Common Stock and shares of a newly authorized Series C Convertible Non-Redeemable Preferred Stock. On October 9, 2026 (the “Closing Date”), the Company closed the Acquisition (the “Closing”), and Envoy became a wholly owned subsidiary of the Company, following release from escrow of the transaction documents that were previously delivered by the Company and BladeRanger into escrow on October 6, 2026. As discussed below in further detail under Item 3.01, the Company believes that, as of the date of this filing, the Company has stockholders’ equity of at least $2.5 million as required in the Company’s case for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1).
First Amendment to Securities Purchase Agreement
In connection with the Closing, on October 9, 2026, the Company, BladeRanger, Envoy and, solely with respect to the provisions expressly applicable to it, Blink Charging Co., a Nevada corporation (“Blink”), entered into a First Amendment to Securities Purchase Agreement (the “SPA Amendment”
and, the Original Purchase Agreement as amended by the SPA Amendment, the “Purchase Agreement”). Blink is the holder of a convertible promissory note issued by Envoy to Blink, dated July 22, 2026, in the original principal amount of $12,500,000 (the “Envoy Convertible Note”), which was issued in connection with BladeRanger’s acquisition of Envoy pursuant to a Stock Purchase Agreement, dated as of June 5, 2026, between Envoy Mobility Inc., BladeRanger and Blink. As described in the Signing 8-K, the Original Purchase Agreement contemplated that the Envoy Convertible Note would convert into shares of Envoy common stock representing 20% of Envoy’s outstanding common stock immediately prior to the Closing and that Blink would execute a joinder to the Original Purchase Agreement to sell its shares of Envoy to the Company in exchange for 2,166,667 shares of Series C Preferred Stock at the Closing. Pursuant to the SPA Amendment, the Envoy Convertible Note was amended (as described in further detail below), did not convert prior to or in connection with the Closing and remains outstanding. Upon satisfaction of the Blink Conversion Conditions (as defined below), the SPA Amendment provides that the Envoy Convertible Note will convert into an aggregate of 2,166,667 shares of Common Stock (the “Blink Conversion Shares”), subject to adjustment for stock splits, stock dividends, combinations, recapitalizations and similar events, except in the case of any prior Forced Conversion (as defined below).
Consideration.
At the Closing, BladeRanger sold, assigned and transferred to the Company all of the outstanding shares of Envoy, free and clear of all liens (other than restrictions under the Securities Act of 1933, as amended (the “Securities Act”), or the transaction documents), in exchange for the issuance by the Company to BladeRanger of (i) 233,543 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and (ii) 8,433,123 shares of the Company’s Series C Convertible Non-Redeemable Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”).
The aggregate consideration in the Acquisition consists of 10,833,333 shares of Common Stock, calculated on an as-converted, fully diluted basis and subject to customary adjustments (the “Envoy-Side Shares”), consisting of the 233,543 shares of Common Stock and 8,433,123 shares of Series C Preferred Stock issued to BladeRanger at the Closing (assuming a conversion into Common Stock on a 1-for-1 basis) and the 2,166,667 Blink Conversion Shares issuable following the Closing upon satisfaction of the Blink Conversion Conditions. The Envoy-Side Shares have been allocated between BladeRanger and Blink based on their respective eighty percent (80%) and twenty percent (20%) economic interests in Envoy. Based on the agreed reference price of $6.00 per share (the “Reference Price”), the Envoy-Side Shares have an aggregate value of approximately $65.0 million, consisting of approximately $52.0 million in respect of the securities issued to BladeRanger at the Closing and approximately $13.0 million in respect of the Blink Conversion Shares. As previously reported, BladeRanger is also entitled under the Purchase Agreement to receive additional shares of Common Stock or Series C Preferred Stock, valued at $6.00 per share, in respect of certain amounts funded by BladeRanger from the date of the term sheet through the Closing (“Funding Reimbursement Shares”), which are in addition to the Envoy-Side Shares. The SPA Amendment clarifies that any Funding Reimbursement Shares constitute solely reimbursement
of amounts funded by BladeRanger and do not constitute consideration for the Envoy shares. The Funding Reimbursement Shares shall not exceed $500,000 in respect of amounts funded by BladeRanger for Envoy’s operation, funding or indebtedness or up to 400,000 shares in respect of amounts funded by BladeRanger for the Company’s operations, funding or indebtedness.
Closing Conditions.
Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties or any of their respective subsidiaries or affiliates. Information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
Limited Joinder and Acknowledgement Agreement
On October 9, 2026, in connection with the SPA Amendment, Blink executed and delivered to the Company, BladeRanger, and Envoy a Limited Joinder and Acknowledgement Agreement (the “Joinder Agreement”), which was acknowledged and accepted by the Company, BladeRanger and Envoy. Pursuant to the Joinder Agreement, Blink became a party to the Purchase Agreement solely with respect to the provisions expressly applicable to it, including the provisions relating to the conversion of the Envoy Convertible Note, the Blink Distribution, Forced Conversion, the transition services arrangement, and limitations on Blink’s indemnification obligations. Under the Joinder Agreement, Blink (i) makes, severally and not jointly, solely the limited representations and warranties described above, (ii) acknowledges the automatic conversion of the Envoy Convertible Note upon satisfaction of the Blink Conversion Conditions and agrees that any Blink Conversion Shares not distributed in the Blink Distribution will remain subject to the applicable lock-up and leak-out restrictions, (iii) agrees to effect the Blink Distribution and to reasonably cooperate with the Company and the distribution agent in connection therewith, and (iv) acknowledges the Forced Conversion provisions.
First Amendment to Convertible Promissory Note
On October 9, 2026, Envoy, Blink, the Company and, solely with respect to certain specified provisions, BladeRanger entered into a First Amendment to Convertible Promissory Note (the “Note Amendment”). Under the terms of the Envoy Convertible Note, the principal balance automatically converts into Envoy capital stock immediately prior to the consummation of a “Qualified Liquidity Event,” which includes an acquisition, sale or change of control of Envoy involving total equity consideration of not less than $40,000,000. The parties acknowledged that the Acquisition constitutes a Qualified Liquidity Event, and Blink consented to the consummation of the Closing without conversion of the Envoy Convertible Note. The deferral is granted solely in connection with the Acquisition and does not constitute a waiver of Blink’s rights under the Envoy Convertible Note, including rights relating to Qualified Liquidity Events, the ownership floor, conversion at maturity and conversion following an event of default. The Envoy Convertible Note does not bear interest and matures on the date three (3) years after its issuance (subject to up to a two (2)-year extension upon the election of Blink).
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
On October 9, 2026, the Company completed the Acquisition pursuant to the Purchase Agreement, and Envoy became a wholly owned subsidiary of the Company. At the Closing, the Company acquired from BladeRanger all 135 outstanding shares of Envoy common stock in exchange for 233,543 shares of Common Stock and 8,433,123 shares of Series C Preferred Stock. In addition, the Company will issue up to 2,166,667 Blink Conversion Shares to Blink upon conversion of the Envoy Convertible Note following satisfaction of the Blink Conversion Conditions. The consideration was determined through arm’s-length negotiation among the parties, and the Envoy-Side Shares were valued at the $6.00 per share Reference Price, for an aggregate value of approximately $65.0 million. Following the Closing, the Envoy Convertible Note remains an outstanding obligation of Envoy, subject to the Note Amendment.
Following the conversion of the Series C Preferred Stock and the Envoy Convertible Note, BladeRanger is expected to hold a majority of the outstanding Common Stock on an as-converted basis, subject to applicable conversion limitations and approvals. BladeRanger has the right to designate one member of the Company’s board of directors (the “Board”) and one member of the Company’s executive management team during the Designation Period (as defined below).
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As a result of the issuance of the Series C Preferred Stock, the rights of the holders of Common Stock are subject to the senior liquidation preference of the Series C Preferred Stock, the protective provisions and anti-dilution covenant described under Item 5.03, which limit the Company’s ability to take certain actions and to issue additional equity securities without the consent of the holders of a majority of the outstanding Series C Preferred Stock, the director designation right of BladeRanger, and the dilution that will result from the conversion of the Series C Preferred Stock and the Envoy Convertible Note.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 9, 2026, the Company filed the Certificate of Designation with the Secretary of State of the State of Delaware, designating a series of preferred stock as the Series C Preferred Stock pursuant to resolutions adopted by the Board on October 6, 2026. The Certificate of Designation became effective upon filing and sets forth the rights, preferences and privileges of the Series C Preferred Stock, which are summarized below.
Stated Value; Dividends.
Each share of Series C Preferred Stock has a stated value of $6.00, subject to adjustment for stock dividends, stock splits, combinations and similar events (the “Stated Value”). The Series C Preferred Stock is not entitled to receive or participate in any dividends or distributions, and no dividends accrue on the Series C Preferred Stock or the shares of Common Stock issuable upon conversion thereof.
Liquidation Preference.
The Series C Preferred Stock ranks senior to the Common Stock and to any class or series of capital stock created in the future that by its terms ranks junior to the Series C Preferred Stock, and on parity with any class or series of capital stock created in the future that by its terms ranks on parity with the Series C Preferred Stock, with respect to distributions upon any liquidation, dissolution or winding up of the Company. Upon any such event, each holder of Series C Preferred Stock is entitled to receive, prior and in preference to any distribution to the holders of Common Stock and junior securities, an amount per share equal to the greater of (i) the Stated Value and (ii) the amount that would have been payable had such share been converted into Common Stock immediately prior to such event. A change in control, merger or consolidation of the Company, or a sale of all or substantially all of its assets, will not, in and of itself, be deemed a liquidation, dissolution or winding up.
preference, or (iv) enter into any agreement with respect to any of the foregoing.
Conversion.
Effective at 5:00 p.m. Eastern Time on the first trading day following receipt of Stockholder Approval, each outstanding share of Series C Preferred Stock will automatically convert into the number of shares of Common Stock equal to the Stated Value divided by the conversion price then in effect, which is initially $6.00 per share (the “Conversion Price”), or one share of Common Stock for each share of Series C Preferred Stock at the initial Conversion Price. The Conversion Price may not be reduced below $0.50 per share (the “Floor Price”). For purposes of the Certificate of Designation, Stockholder Approval includes the approval of the proposals required under Nasdaq Listing Rules 5635(a), 5635(b) and 5635(d) in connection with the transactions contemplated by the Purchase Agreement, including the conversion of the Series C Preferred Stock, the conversion of the H Capital Convertible Note, any issuances pursuant to an ELOC and any reverse stock split necessary to achieve a $4.00 initial listing bid price. In no event will the Series C Preferred Stock convert into Common Stock prior to receipt of Stockholder Approval or in excess of the “Maximum Number of Conversion Shares,” which, until receipt of Stockholder Approval, is equal to 19.99% of the number of shares of Common Stock outstanding as of the date of initial issuance of the Series C Preferred Stock (including the shares of Common Stock issued at the Closing and the shares of Common Stock issuable upon conversion of the H Capital Convertible Note), subject to adjustment for stock splits and similar events, but not to exceed 138,000,000
shares of Common Stock. This limitation will automatically terminate upon receipt of Stockholder Approval. No fractional shares will be issued upon conversion, and the Company will, at its election, pay cash or round up to the next whole share in lieu of any fractional share.
Adjustments; Anti-Dilution.