CID HoldCo, Inc. has entered into a definitive Securities Purchase Agreement to acquire 100% of Envoy Technologies, Inc. The transaction, valued at $65,000,000, is structured as an all-stock deal based on a reference price of $6.00 per share. The agreement was executed on September 25, 2026, and replaces a Term Sheet dated September 14, 2026.
Under the terms of the agreement, the Company will issue an aggregate of 10,833,333 shares to acquire Envoy. BladeRanger Ltd., which currently holds 100% of Envoy’s outstanding capital stock (135 shares), will receive 233,543 shares of Common Stock and 8,433,123 shares of newly authorized Series C Convertible Preferred Stock. The Series C Preferred has a stated value of $6.00 per share, is non-voting except for protective provisions, and is convertible one-for-one into Common Stock upon stockholder approval.
A holder of a $12.5 million convertible promissory note issued by Envoy (the Envoy Convertible Note) will receive 2,166,667 shares of Series C Preferred, subject to the execution of a joinder agreement. This note converts into shares representing 20% of Envoy’s outstanding common stock immediately prior to Closing. The Envoy Convertible Noteholder will also be released from approximately $700,000 in vehicle lease guarantees, with the Company required to provide a letter of credit within 30 days of Closing.
Closing is targeted for October 6, 2026, subject to customary conditions, including the accuracy of representations and warranties, the absence of a Material Adverse Effect, and the receipt of Israeli and Tel Aviv Stock Exchange approvals. The transaction requires stockholder approval under Nasdaq Rules prior to the issuance of shares upon conversion of the Series C Preferred or the H Capital Note. BladeRanger will be entitled to designate one director to the Company’s Board, which will continue to consist of seven directors.
