Compass Digital Acquisition Corp 10-K for FY2025

Compass Digital Acquisition Corp. (CDAQF)

10-K 2026-03-06 For: 2025-12-31

Added on April 06, 2026

About this 10-K

Compass Digital Acquisition Corp filed this 10-K on March 6, 2026, covering the fiscal year ended December 31, 2025 (FY2025).

Headline figures

Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $2.99M; compared with a net loss of $3.55M a year earlier

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		PAGE
PART I		1
Item 1.	Business.	1
Item 1A.	Risk Factors.	18
Item 1B.	Unresolved Staff Comments.	26
Item 1C	Cybersecurity.	26
Item 2.	Properties.	26
Item 3.	Legal Proceedings.	26
Item 4.	Mine Safety Disclosures.	26

PART II		27
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	27
Item 6.	[Reserved]	29
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	29
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	38
Item 8.	Financial Statements and Supplementary Data.	38
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	38
Item 9A.	Controls and Procedures.	38
Item 9B.	Other Information.	39
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	39

PART III		40
Item 10.	Directors, Executive Officers and Corporate Governance.	40
Item 11.	Executive Compensation.	46
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	47
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	49
Item 14.	Principal Accountant Fees and Services.	53

PART IV		54
Item 15.	Exhibit and Financial Statement Schedules.	54
Item 16.	Form 10-K Summary.	54

SIGNATURES		57

	●	our ability to complete our initial Business Combination, including the KMC Business Combination (as defined below);

	●	our expectations regarding the potential performance of the prospective target business or businesses, such as the business of KMC (as defined below);

	●	our success in retaining or recruiting our officers, key employees or directors following our initial Business Combination;

	●	our officers and directors’ ability to allocate sufficient time to reviewing and considering our initial Business Combination, including considerations related to potential conflicts of interest;

	●	the potential issues associated with entering into a Business Combination agreement with an acquisition target that subsequently declines in value or is unprofitable;

	●	our potential ability to obtain additional financing to complete our initial Business Combination, if needed;

	●	the ability of our Management Team (as defined below) to generate and execute on potential acquisition opportunities that will generate value for our shareholders, if needed;

	●	our public securities’ potential liquidity and trading;

	●	our ability to use proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account balance;

	●	our Trust Account potentially being subject to claims of third parties;

	●	the value of the Founder Shares (as defined below) following completion of our initial Business Combination likely being substantially higher than the nominal price paid for them, even if the trading price of our Public Shares (as defined below) at such time is substantially less than the Redemption Price (as defined below);

	●	the impact on the amount held in the Trust Account, our capitalization, principal shareholders and other effects on our Company (as defined below) or Management Team should we seek to further extend the Combination Period (as defined below) consistent with applicable laws, regulations and stock exchange rules;

	●	our financial performance; or

	●	the other risks and uncertainties discussed in Item 1A. “Risk Factors” below.

	●	“2021 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC (as defined below) on February 24, 2022;

	●	“2021 Note Warrants” are to the warrants to purchase Class A Ordinary Shares (as defined below), which may be issued upon the conversion of any unpaid balance of the 2021 Promissory Note (as defined below) at GCG’s (as defined below) option;

	●	“2021 Promissory Note” are to the unsecured promissory note in the principal amount of up to $1,000,000 we issued to GCG on December 30, 2021;

	●	“2021 Working Capital Loan” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Initial Shareholders, Legacy Sponsor or an affiliate of the Initial Shareholders or Legacy Sponsor, or certain of our Prior Directors and Officers could, but were not obligated to, loan us;

	●	“2022 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on April 18, 2023;

	●	“2023 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on April 1, 2024;

	●	“2023 EGM” are to our extraordinary general meeting of shareholders held on October 12, 2023;

	●	“2023 Extension Amendment Proposal” are to the proposal at the 2023 EGM to extend the Combination Period from October 19, 2023 to July 19, 2024 (or such earlier date as determined by the Board);

	●	“2023 Founder Share Conversion” are to the 600,000 Class A Ordinary Shares issued on October 19, 2023, following the approval of the Founder Share Amendment Proposal (as defined below) by our shareholders at the 2023 EGM, to the Sponsors (as defined below) upon the conversion of an equal number of Class B Ordinary Shares (as defined below) held by the Sponsors as Founder Shares (as defined below);

	●	“2023 Non-Redemptions Agreements” are to the Non-Redemption Agreements we entered into between October 9, 2023 and October 19, 2023 with our Sponsor and unaffiliated, third-party investors in exchange for such investors agreeing not to redeem the 2023 Non-Redeemed Shares (as defined below) at the 2023 EGM;

	●	“2023 Non-Redeemed Shares” are to the 4,998,734 Public Shares that were not redeemed at the 2023 EGM pursuant to the 2023 Non-Redemption Agreements;

	●	“2023 Redemptions” are to the 16,045,860 Public Shares whose holders properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $10.54 per share in connection with the approval of the Charter Amendment Proposals (as defined below);

	●	“2024 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on March 25, 2025;

	●	“2024 EGM” are to our extraordinary general meeting in lieu of an annual general meeting of shareholders held on July 18, 2024;

	●	“2024 Extension Amendment Proposal” are to the proposal at the 2024 EGM to extend the Combination Period from July 19, 2024 to December 19, 2024, and then on a monthly basis up to four (4) times until April 19, 2025 (or such earlier date as determined by the Board);

	●	“2024 Founder Share Conversion” are to the 2,600,000 Class A Ordinary Shares issued on July 24, 2024 to the Sponsors upon the conversion of an equal number of Class B Ordinary Shares held by the Sponsors as Founder Shares;

	●	“2024 Non-Redemptions Agreements” are to the Non-Redemption Agreements we entered into between July 15, 2024 and July 18, 2024 with our Sponsor and unaffiliated, third-party investors in exchange for such investors agreeing not to redeem the 2024 Non-Redeemed Shares (as defined below) at the 2024 EGM;

	●	“2024 Non-Redeemed Shares” are to the 2,475,000 Public Shares that were not redeemed at the 2024 EGM pursuant to the 2024 Non-Redemption Agreements;

	●	“2024 Note Warrants” are to the warrants to purchase Class A Ordinary Shares, which may be issued upon the conversion of any unpaid balance of up to $1,375,000 under the 2024 Promissory Note (as defined below) at Sponsor’s option prior to the consummation of the Business Combination;

	●	“2024 Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $2,500,000 issued to the Sponsor on November 21, 2024;

	●	“2024 Redemptions” are to the 2,713,143 Public Shares whose holders properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $10.92 per share in connection with the approval of the 2024 Extension Amendment Proposal;

	●	“2024 Working Capital Loan” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or our current directors and officers, may, but are not obligated to, loan us;

	●	“2025 EGM” are to our extraordinary general meeting in lieu of an annual general meeting of shareholders held on April 16, 2025;

	●	“2025 Extension Amendment Proposal” are to the proposal at the 2025 EGM to extend the Combination Period from April 19, 2025 to April 20, 2026 (or such earlier date as determined by the Board);

	●	“2025 Non-Redemption Agreement” are to the Non-Redemption Agreement we entered into on May 8, 2025 with our Sponsor and an unaffiliated, third-party investor in exchange for such investor agreeing not to redeem the 2025 Non-Redeemed Shares (as defined below) at the 2025 EGM;

	●	“2025 Non-Redeemed Shares” are to the 100,000 Public Shares that were not redeemed at the 2025 EGM pursuant to the 2025 Non-Redemption Agreement;

	●	“2025 Redemptions” are to the 2,370,619 Public Shares whose holders properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $11.25 per share in connection with the approval of the 2025 Extension Amendment Proposal;

	●	“Administrative Services Agreement” are to the Administrative Services Agreement, dated October 14, 2021, which we entered into with our Legacy Sponsor (as defined below), as assigned to our Sponsor (as defined below) in connection with the Sponsor Handover (as defined below);

	●	“Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, as amended and restated, and currently in effect;

	●	“ASC” are to the FASB (as defined below) Accounting Standards Codification;

	●	“Audit Committee” are to the audit committee of our Board of Directors (as defined below);

	●	“Board of Directors” or “Board” are to our board of directors;

	●	“Business Combination” are to a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;

	●	“Certifying Officers” are to our Chief Executive Officer and Chief Financial Officer, together;

	●	“Charter Amendment Proposals” are to the 2023 Extension Amendment Proposal and the Founder Share Amendment Proposal (as defined below), together;

	●	“Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share;

	●	“Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share;

	●	“Clawback Policy” are to our Policy on Recoupment of Incentive Compensation, adopted December 7, 2023, with an effective date of October 2, 2023;

	●	“Closing” are to the closing of the transactions contemplated by the KMC Merger Agreement (as defined below);

	●	“Code of Ethics” are to the Code of Ethics we have adopted, which is applicable to our directors, officers and employees;

	●	“Combination Period” are to (i) the 54-month period, from the closing of the Initial Public Offering (as defined below) to April 20, 2026 (or such earlier date as determined by the Board) as extended by the 2025 Extension Amendment Proposal approved at the 2025 EGM, that we have to consummate an initial Business Combination, or (ii) such other period in which we must consummate an initial Business Combination pursuant to an amendment to the Amended and Restated Articles and consistent with applicable laws, regulations and stock exchange rules;

	●	“Companies Act” are to the Companies Act (As Revised) of the Cayman Islands, as may be amended from time to time;

	●	“Company,” “our,” “we,” or “us” are to Compass Digital Acquisition Corp., a Cayman Islands exempted company;

	●	“Company Merger Sub” are to Titan Merger Sub Inc., a newly formed Delaware corporation and a direct wholly-owned subsidiary of Pubco (as defined below);

	●	“Compensation Committee” are to the compensation committee of our Board of Directors;

	●	“Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account and warrant agent of our Warrants (as defined below);

	●	“DWAC System” are to the Depository Trust Company’s Deposit/Withdrawal At Custodian System;

	●	“EEW” are to EEW Renewables Ltd, a company formed under the laws of England and Wales;

	●	“EEW Business Combination” are to the transactions contemplated by the EEW Business Combination Agreement (as defined below) and the ancillary documents, collectively;

	●	“EEW Business Combination Agreement” are to the Business Combination Agreement, dated as of September 5, 2024, that we entered into with the EEW Business Combination Agreement Parties (as defined below);

	●	“EEW Business Combination Agreement Parties” are to (i) the Sponsor, in its capacity as the representative from and after the closing for our shareholders of (other than the EEW Sellers (as defined below) and their successors and assignees) in accordance with the terms and conditions of the EEW Business Combination Agreement, (ii) EEW Renewables Corp, a Cayman Islands exempted company, (iii) EEW Merger Sub, a Cayman Islands exempted company, (iv) the EEW Sellers, and (v) E.E.W. Global Holding Limited, in its capacity as the representative for the EEW Sellers in accordance with the terms and conditions of the EEW Business Combination Agreement;

	●	“EEW Sellers” are to the shareholders of EEW named within the EEW Business Combination Agreement that executed and delivered the EEW Business Combination Agreement on the signing date (together with any transferees of certain shares of EEW prior to the closing that either sign a joinder agreement to become a party to the EEW Business Combination Agreement, or that become bound thereby pursuant to the drag-along rights to be set forth in EEW’s amended organizational documents), collectively;

	●	“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

	●	“Excise Tax” are to the U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023 as provided for by the Inflation Reduction Act of 2022;

	●	“Extension Redemptions” are to the 2023 Redemptions, the 2024 Redemptions and the 2025 Redemptions, together;

	●	“FASB” are to the Financial Accounting Standards Board;

	●	“FINRA” are to the Financial Industry Regulatory Authority;

	●	“Founder Share Amendment Proposal” are to the proposal at the 2023 EGM to provide for the right of a holder of Class B Ordinary Shares to convert such shares into Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the closing of a Business Combination at the election of the holder;

	●	“Founder Share Conversions” are the 2023 Founder Share Conversion and the 2024 Founder Share Conversion, together;

	●	“Founder Shares” are to the Class B Ordinary Shares initially purchased by our Initial Shareholders in the Private Placement (as defined below) and the Class A Ordinary Shares that (i) will be issued upon the automatic conversion of the Class B Ordinary Shares at the time of our Business Combination as described herein and (ii) were issued in connection with the Founder Share Conversions upon the conversion of an equal number of Class B Ordinary Shares; for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares”;

	●	“GAAP” are to the accounting principles generally accepted in the United States of America;

	●	“GCG” are to YAS International, LLC (d/b/a Gupta Capital Group), an affiliate of our Legacy Sponsor;

	●	“IFRS” are to the International Financial Reporting Standards, as issued by the International Accounting Standards Board;

	●	“Initial Public Offering” or “IPO” are to the initial public offering that we consummated on October 19, 2021;

	●	“Initial Shareholders” are to holders of our Founder Shares, including out Legacy Sponsor, prior to our Initial Public Offering;

	●	“Insider Letter” are to the Letter Agreement, dated October 14, 2021, which we entered into with our Legacy Sponsor and Prior Directors and Officers (as defined below), as amended by the Insider Letter Amendment (as defined below), as agreed to by our directors and officers pursuant to the Insider Letter Joinder (as defined below);

	●	“Insider Letter Amendment” are to the Amendment to Letter Agreement, dated as of August 31, 2023, which we entered into with our Sponsors and Prior Directors and Officers;

	●	“Insider Letter Joinder” are to the Joinder to Letter Agreement, dated as of March 29, 2024, which we entered into with our directors and officers;

	●	“Insider Trading Policy” are to the insider trading policies and procedures we have adopted;

	●	“Institutional Anchor Investors” are to certain institutional investors that are not affiliated with us, our Sponsors, our Prior Directors and Officers, or any member of our Management or directors, that purchased our securities in connection with the Initial Public Offering;

	●	“Investment Company Act” are to the Investment Company Act of 1940, as amended;

	●	“IPO Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $250,000 issued to an affiliate of our Legacy Sponsor on March 9. 2021;

	●	“IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC on September 14, 2021, as amended, and declared effective on October 14, 2021 (File No. 333-259502);

	●	“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

	●	“KMC” are to Key Mining Corp., a Delaware corporation;

	●	“KMC Business Combination” are to the transactions contemplated by the KMC Merger Agreement and the ancillary documents, collectively;

	●	“KMC Merger Agreement” are to the Agreement and Plan of Merger, dated January 6, 2026, which we entered into with (i) Pubco, (ii) the Merger Subs (as defined below) and (iii) KMC;

	●	“KMC Merger Agreement Amendment” are to Amendment No. 1 to the KMC Merger Agreement, dated February 5, 2026, which we entered into with (i) Pubco, (ii) the Merger Subs and (iii) KMC;

	●	“KMC Registration Statement” are to the Registration Statement on Form S-4, which includes a proxy statement/prospectus, in connection with the KMC Business Combination, initially filed by our Company and KMC with the SEC on February 6, 2026, as may be amended;

	●	“Legacy Sponsor” are to Compass Digital SPAC LLC, a Delaware limited liability company, and our former sponsor;

	●	“Management” or our “Management Team” are to our executive officers and non-independent directors;

	●	“Merger Subs” are to Company Merger Sub and Purchaser Merger Sub (as defined below), together;

	●	“Nasdaq” are to The Nasdaq Stock Market LLC;

	●	“Nasdaq 36-Month Requirement” are to the requirement pursuant to the Nasdaq Rules (as defined below) that a SPAC must complete one or more Business Combinations within 36 months following the effectiveness of its initial public offering registration statement;

	●	“Nasdaq Rules” are to the continued listing rules of Nasdaq, as they exist as of the date of this Report;

	●	“Nominating Committee” are to the nominating and corporate governance committee of our Board of Directors;

	●	“Non-Redemption Agreements” are to the 2023 Non-Redemption Agreements, the 2024 Non-Redemption Agreements and 2025 Non-Redemption Agreement, collectively;

	●	“Ordinary Resolution” are to a resolution of our Company passed by a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of our Company, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time);

	●	“Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares, together;

	●	“OTC” are to the OTC Markets Group Inc.;

	●	“Over-Allotment Option” are to the 45-day option we granted to the Underwriters (as defined below) to purchase up to an additional 3,000,000 units to cover over-allotments, if any, pursuant to the Underwriting Agreement (as defined below), which was partially exercised on November 30, 2021;

	●	“Over-Allotment Units” are to the 1,240,488 units that were purchased by the Underwriters pursuant to their partial exercise of the Over-Allotment Option;

	●	“PCAOB” are to the Public Company Accounting Oversight Board (United States);

	●	“Polar” are to Polar Multi-Strategy Master Fund;

	●	“Polar Capital Investment” are to the agreement by Polar to fund up to $1,500,000 to us, subject to funding milestones, pursuant to the Polar Subscription Agreement (as defined below);

	●	“Polar Subscription Agreement” are to the Subscription Agreement, dated September 6, 2023, we entered into with Polar and our Sponsor;

	●	“Prior Directors and Officers” are to Abidali Neemuchwala, Burhan Jaffer, Satish Gupta, Steven Freiberg, Deborah C. Hopkins and Bill Owens;

	●	“Private Placement” are to the private placement of Private Placement Warrants (as defined below) that occurred simultaneously with the closing of our Initial Public Offering, pursuant to the Private Placement Warrants Purchase Agreement (as defined below);

	●	“Private Placement Warrants” are to the warrants issued to our Legacy Sponsor in the Private Placement;

	●	“Private Placement Warrants Purchase Agreement” are to the Private Placement Warrants Purchase Agreement, dated October 14, 2021, which we entered into with our Legacy Sponsor;

	●	“Pubco” are to Titan Holdings Corp., a newly formed Delaware corporation and our direct wholly-owned subsidiary;

	●	“Public Shareholders” are to the holders of our Public Shares, including our Sponsors, Initial Shareholders, Prior Directors and Officers and Management Team to the extent our Sponsors, Initial Shareholders, Prior Directors and Officers and and/or the members of our Management Team purchase Public Shares, provided that each Sponsors’, Initial Shareholder’s, Prior Directors’ and Officers’ and each member of our Management Team’s status as a “Public Shareholder” will only exist with respect to such Public Shares;

	●	“Public Shares” are to the Class A Ordinary Shares sold as part of the Units (as defined below) in our Initial Public Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market);

	●	“Public Warrants” are to the redeemable warrants sold as part of the Units in our Initial Public Offering (whether they were subscribed for in our Initial Public Offering or purchased in the open market);

	●	“Purchaser Merger Sub” are to Titan SPAC Merger Sub Corp., a newly formed Cayman Islands exempted company and a direct wholly-owned subsidiary of Pubco;

	●	“Redemption Limitation” are to the limitation that we may not redeem Public Shares to the extent that such redemption would result in us having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001, which was removed from our Amended and Restated Articles in connection with the 2025 EGM;

	●	“Redemption Price” are to the pro rata redemption price in any redemption we expect to pay, which was approximately $11.67 per Public Share as of December 31, 2025 (before taxes payable, if any);

	●	“Registration Rights Agreement” are to the Registration Rights Agreement, dated October 14, 2021, which we entered into with the Initial Shareholders and the holders party thereto, including parties of the Registration Rights Agreement Joinder (as defined below);

	●	“Registration Rights Agreement Joinder” are to the joinder to the Registration Rights Agreement entered into by our Sponsor in connection with the Sponsor Handover;

	●	“Report” are to this Annual Report on Form 10-K for the fiscal year ended December 31, 2025;

	●	“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002, as amended;

	●	“SEC” are to the U.S. Securities and Exchange Commission;

	●	“SEC Clawback Rule” are to Rule 10D-1 under the Exchange Act;

	●	“Securities Act” are to the Securities Act of 1933, as amended;

	●	“SPAC” are to a special purpose acquisition company;

	●	“Special Resolution” are to a resolution of our Company passed by at least a two-thirds (2/3) majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of our Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time);

	●	“Sponsor” are to HCG Opportunity, LLC, a Delaware limited liability company;

	●	“Sponsor Handover” are to the transactions contemplated by the Sponsor Purchase Agreement (as defined below), which were consummated on August 31, 2023;

	●	“Sponsor Purchase Agreement” are to the Securities Purchase Agreement, effective as of August 31, 2023, into which our Sponsors entered in connection with the Sponsor Handover;

	●	“Sponsors” are to our Legacy Sponsor and Sponsor, together;

	●	“Trust Account” are to the U.S.-based trust account in which an amount of $200,000,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants in the Private Placement was placed following the closing of the Initial Public Offering;

	●	“Trust Agreement” are to the Investment Management Trust Agreement, dated October 14, 2021, which we entered into with Continental, as trustee of the Trust Account;

	●	“Underwriters” are to the several underwriters of the Initial Public Offering;

	●	“Underwriting Agreement” are to the Underwriting Agreement, dated October 14, 2021, which we entered into with Citigroup Global Markets Inc. and Citigroup Global Markets Inc., as representatives of the Underwriters;

	●	“Units” are to the units sold in our Initial Public Offering, which consist of one Public Share and one-third of one Public Warrant;

	●	“Warrant Agreement” are to the Warrant Agreement, dated October 14, 2021, which we entered into with Continental, as Warrant agent;

	●	“Warrants” are to the Private Placement Warrants and the Public Warrants, together;

	●	“Withum” are to WithumSmith+Brown, PC, our independent registered public accounting firm; and

	●	“Working Capital Loans” are to the 2021 Working Capital Loan and the 2024 Working Capital Loan, together.

	●	KMC will deliver to us, as promptly as practicable after the date of the KMC Merger Agreement, but in any event (i) within 30 days thereafter, interim financial statements for the nine-month period ended September 30, 2025 reviewed by a PCAOB qualified auditor in accordance with PCAOB standards (the “Interim Reviewed Financials”), and (ii) within 90 days thereafter, audited annual financial statements as of and for the fiscal year ended December 31, 2025 and the related audited consolidated income statement, changes in shareholder equity and statement of cash flow for the year ended, and the related notes thereto, in each case prepared in accordance with GAAP and in compliance with applicable SEC requirements and audited by a PCAOB qualified auditor in accordance with PCAOB standards (the “2025 PCAOB Audited Financials”).

	●	Each party is subject to a customary “no-shop” covenant between the signing of the KMC Merger Agreement and the Closing, pursuant to which it may not solicit, engage in discussions regarding or provide non-public information in connection with any competing transaction, and is required to promptly notify the other parties of any unsolicited acquisition proposals and terminate any related discussions.

	●	The parties will promptly prepare and file with the SEC the KMC Registration Statement to register the Pubco securities to be issued in replacement of our and KMC securities, and our proxy statement that will be contained therein for the purpose of soliciting proxies from our shareholders for the matters to be acted upon at a shareholders meeting to be called for our shareholders to vote on, among other matters, the KMC Merger Agreement and the KMB Business Combination, and we will call such shareholders meeting within 30 days after the KMC Registration Statement has become effective. Our Board of Directors will be required to include in the KMC Registration Statement its recommendation that our shareholders approve the KMC Merger Agreement and the KMC Business Combination and related matters, and be able to change such recommendation only if required by its fiduciary duties, after providing KMC with at least ten (10) days’ prior written notice and an opportunity to negotiate in good faith and revise the terms of the KMC Merger Agreement to avoid such change.

	●	KMC will call a stockholders meeting as soon as practicable after the KMC Registration Statement has become effective and use its reasonable best efforts to secure the required stockholder approval, including enforcing the Voting Agreements (as defined and described below).

	●	The Pubco board of directors (the “Pubco Board”) after the Closing will consist of five (5) directors, to be composed as follows: (i) one (1) director designated by our Company, and (ii) four (4) directors designated by KMC prior to the Closing, one of whom will have served as the President and Chief Executive Officer of KMC prior to the Closing and will also serve as the Chairman of the Pubco Board. A majority of the members of the Pubco Board following the Closing will qualify as independent directors under the rules of the applicable securities exchange on which Pubco’s common stock is listed. The Pubco Board will be a classified board with three (3) classes of directors serving staggered three-year terms, with the composition of each class determined prior to the Closing, subject to applicable securities exchange requirements.

	●	Pubco will adopt an equity incentive plan at Closing reserving shares equal to 15% of its outstanding common stock immediately after the Closing, and will file and maintain the effectiveness of a registration statement on Form S-8 covering shares issuable under the plan as soon as practicable when available.

	●	KMC will use its reasonable best efforts to cause certain specified individuals to enter into new employment agreements, effective as of the Closing, with Pubco in form and substance reasonably acceptable to KMC and our Company.

	●	During the period between the signing of the KMC Merger Agreement and the Closing, KMC, our Company and Pubco shall use their commercially reasonable efforts to enter into financing agreements (“Financing Agreements”) for one or more financings (“Transaction Financing”) for gross proceeds sufficient to meet the Minimum Cash Condition (as defined below) on such terms and structuring, and using such strategy, placement agents and approach, as our Company and KMC shall mutually agree, will reasonably cooperate in connection therewith (including having KMC’s senior management participate in investor meetings as reasonably requested), and will not amend, waive or otherwise modify any Financing Agreements or reduce any committed investment amounts without mutual consent, except as permitted under the Financing Agreements.

	●	We will use commercially reasonable efforts to cause the insiders, including the Legacy Sponsor and other holders of our Founder Shares, to execute joinders to be bound by the Third Insider Letter Amendment (as defined below).

	●	Immediately prior to the Closing, we will issue shares to Polar, pursuant to the Polar Subscription Agreement, which shares will not be eligible for redemption (the “Polar Shares”). At the Closing, our Company and Pubco will pay the amounts owed to Polar under the Polar Subscription Agreement, and the parties will use commercially reasonable efforts to register the Polar Shares pursuant to the KMC Registration Statement or, if not registered therein, through a post-Closing registration statement.

	●	subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial Business Combination; and

	●	cause us to depend on the marketing and sale of a single product or limited number of products or services.

	●	We issue Class A Ordinary Shares that will be equal to or in excess of 20% of the number of our Class A Ordinary Shares then outstanding (other than in a public offering);
	●	Any of our directors, officers or substantial shareholders (as defined by the Nasdaq Rules) has a 5% or greater interest earned on the Trust Account (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of Ordinary Shares could result in an increase in outstanding Ordinary Shares or voting power of 5% or more; or
	●	The issuance or potential issuance of Ordinary Shares will result in our undergoing a change of control.

	●	conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and
	●	file proxy materials with the SEC, such as those included in the KMC Registration Statement.

	●	conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and

	●	file tender offer documents with the SEC prior to completing our initial Business Combination which contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

	●	there is substantial doubt about our ability to continue as a “going concern”;

	●	if our initial Business Combination, such as the KMC Business Combination, involves a company organized under the laws of a state of the United States (or any subdivision thereof), the Excise Tax could be imposed on us in connection with redemptions of our Ordinary Shares after or in connection with such initial Business Combination;

	(2)	provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our Management and directors, and

	(3)	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Name	Age	Position
Daniel J. Hennessy	68	Chairman of the Board
Thomas D. Hennessy	41	Chief Executive Officer and Director
Nick Geeza	40	Chief Financial Officer
Joseph Beck	40	Director
Anna Brunelle	58	Director
Kirk Hovde	38	Director
Matt Schindel	40	Director

	●	Daniel J. Hennessey is the father of Thomas D. Hennessey;
	●	Daniel J. Hennessey is the uncle of Kirk Hovde; and
	●	Thomas D. Hennessey and Kirk Hovde are cousins.

	●	assisting with Board oversight of (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) our independent registered public accounting firm’s qualifications and independence, and (iv) the performance of our internal audit function and independent registered public accounting firm;

	●	the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;

	●	pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the registered public accounting firm has with us in order to evaluate their continued independence;

	●	setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

	●	meeting to review and discuss our annual audited financial statements and quarterly financial statements with Management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

	●	reviewing with Management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory authorities.

	●	reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

	●	reviewing and making recommendations to our Board of Directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to Board approval of all of our other officers;

	●	reviewing our executive compensation policies and plans;

	●	implementing and administering our incentive compensation equity-based remuneration plans;

	●	assisting Management in complying with our proxy statement and annual report disclosure requirements;

	●	approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

	●	producing a report on executive compensation to be included in our annual proxy statement; and

	●	reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

	●	identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the Board, and recommending to the Board of Directors candidates for nomination for appointment at the annual general meeting or to fill vacancies on the Board of Directors;

	●	developing and recommending to the Board of Directors and overseeing implementation of our corporate governance guidelines;

	●	coordinating and overseeing the annual self-evaluation of the Board of Directors, its committees, individual directors and Management in the governance of the company; and

	●	reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.

	●	each person known by us to be the beneficial owner of more than 5% of our issued and outstanding Ordinary Shares;

	●	each of our executive officers and directors that beneficially owns our Ordinary Shares; and

	●	all our executive officers and directors as a group.

	Class A Ordinary Shares					Class B Ordinary Shares					Approximate
Name and Address of Beneficial Owner (1)	Number of Shares Beneficially Owned		Approximate Percentage of Class			Number of Shares Beneficially Owned		Approximate Percentage of Class			Percentage of Total Outstanding Ordinary Shares
HCG Opportunity, LLC (our Sponsor) (2)		2,260,941		68.29	%		832,095		39.43	%		57.06	%
Daniel J. Hennessy (2)		2,260,941		68.29	%		832,095		39.43	%		57.06	%
Thomas D. Hennessy (2)		2,260,941		68.29	%		832,095		39.43	%		57.06	%
Nick Geeza		—		—			—		—			—
Joseph Beck		—		—			—		—			—
Anna Brunelle		—		—			—		—			—
Kirk Hovde		—		—			—		—			—
Matt Schindel		—		—			—		—			—
All directors and executive officers as a group (7 individuals)		2,260,941		68.29	%		832,095		39.43	%		57.06	%

Other 5% Shareholders
Compass Digital SPAC LLC (our Legacy Sponsor) (3)		939,059		28.36	%		1,278,027		60.57	%		40.90	%
Sea Otter Securities Group LLC (4)		841,098		25.40	%		—		—			15.52	%
Citadel Parties (5)		752,750		22.74	%		—		—			13.89	%
Cowen and Company, LLC (6)		322,500		9.74	%		—		—			5.95	%
Meteora Parties (7)		265,000		8.00	%		—		—			4.89	%

	(1)	Unless otherwise noted, the principal business address of each of the following entities or individuals is c/o 195 US Hwy 50, Suite 207, Zephyr Cove, NV 89488.
	(2)	HCG Opportunity MM (“HCG MM”) is the sole member of the Sponsor and has voting and investment discretion with respect to the Ordinary Shares held of record by the Sponsor. Thomas D. Hennessy and Daniel J. Hennessy are the sole members of HCG MM and serve on our Board of Directors. Thomas D. Hennessy also serves as our Chief Executive Officer and Daniel J. Hennessy serves as our Chairman of the Board. Messrs. Hennessy disclaim beneficial ownership of such Ordinary Shares, other than their pecuniary interests therein.

	(3)	According to a Schedule 13G filed with the SEC on February 14, 2023 by the Legacy Sponsor. These amounts include (i) 105,000 Class A Ordinary Shares and 91,647 Class B Ordinary Shares held by our prior independent directors and (ii) 591,978 Class A Ordinary Shares and 591,978 Class B Ordinary Shares held by certain Institutional Anchor Investors, who hold membership interests in the Legacy Sponsor. The principal business address of the Legacy Sponsor is 3626 N. Hall St., Suite 910, Dallas, Texas, 75219.
	(4)	According to a Schedule 13G/A filed with the SEC on November 3, 2021 by Sea Otter Securities Group LLC, a Delaware limited liability company (“Sea Otter”). The number of Public Shares held by Sea Otter is reported as of October 26, 2021, which does not reflect any redemption of Public Shares by Sea Otter in connection with the Extension Redemptions or any other transactions after October 26, 2021. Accordingly, the number of Public Shares and the percentages set forth in the table may do reflect Sea Otter’s current beneficial ownership. The principal business address of Sea Otter is 107 Grand St, 7th Floor, New York, New York 10013.
	(5)	According to a Schedule 13G/A filed with the SEC on February 14, 2023 by (i) Citadel Advisors LLC, a Delaware limited liability company that holds 752,750 Public Shares (“Citadel Advisors”), (ii) Citadel Advisors Holdings LP, a Delaware limited partnership that holds 752,750 Public Shares (“CAH”), (iii) Citadel GP LLC, a Delaware limited liability company that holds 752,750 Public Shares (“CGP”), (iv) Citadel Securities LLC, a Delaware limited liability company that holds 149 Public Shares (“Citadel Securities”), (v) Citadel Securities Group LP, a Delaware limited partnership that holds 149 Public Shares (“CALC4”), (vi) Citadel Securities GP, a Delaware general partnership that holds 149 Public Shares LLC (“CSGP”) and (vii) Mr. Kenneth Griffin, a U.S. citizen that holds 752,899 Public Shares (“Mr. Griffin”, collectively with Citadel Advisors, CAH, CGP, Citadel Securities, CALC4 and CSGP, the “Citadel Parties”). The Public Shares reported by the Citadel Parties are owned by Citadel Credit Master Fund LLC, a Delaware limited liability company (“CCMF”), and Citadel Securities. Citadel Advisors is the portfolio manager for CCMF. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member manager of Citadel Securities. CSGP is the general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP. The number of Public Shares held by the Citadel Parties is reported as of December 31, 2022, which does not reflect any redemption of Public Shares by the Citadel Parties in connection with the Extension Redemptions or any other transactions after December 31, 2022. Accordingly, the number of Public Shares and the percentages set forth in the table do not reflect the Citadel Parties’ current beneficial ownership. The principal business address of each of the Citadel Parties is Southeast Financial Center, 200 S. Biscayne Blvd., Suite 3300, Miami, Florida 33131.
	(6)	According to a Schedule 13G filed with the SEC on November 13, 2024 by Cowen and Company, LLC (“Cowen”). The number of Public Shares held by Cown is reported as of September 30, 2024, which does not reflect any redemption of Public Shares by Cowen in connection with the Extension Redemptions or any other transactions after September 30, 2024. Accordingly, the number of Public Shares and the percentages set forth in the table do not reflect Cowen’s current beneficial ownership. The principal business address for Cowen is 599 Lexington Avenue New York, NY 10022.
	(7)	According to a Schedule 13G/A filed with the SEC on May 15, 2025 by (i) Meteora Capital, LLC, a Delaware limited liability company (“Meteora Capital”) and (ii) Vik Mittal, a citizen of the United States (“Mr. Mittal” and together with Meteora Capital, the “Meteora Parties”). The Meteora Parties may be deemed to beneficially own the Public Shares held of record by certain funds and managed accounts to which Meteora Capital serves as investment manager. Mr. Mittal serves as the Managing Member of Meteora Capital. The number of Public Shares held by the Meteora Parties is reported as of March 31, 2025, which does not reflect any redemption of Public Shares by the Meteora Parties in connection with the Extension Redemptions or any other transactions after March 31, 2025. Accordingly, the number of Public Shares and the percentages set forth in the table do not reflect the Meteora Parties’ current beneficial ownership. The principal business address for the Meteora Parties is 1200 N Federal Hwy, #200, Boca Raton FL 33432.

		Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 2025 and 2024		F-3
Consolidated Statements of Operations for the years ended December 31, 2025 and 2024		F-4
Consolidated Statements of Changes in Shareholders’ Deficit for the years ended December 31, 2025 and 2024		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024		F-6
Notes to Consolidated Financial Statements		F-7 to F-26

	December 31, 2025			December 31, 2024

ASSETS
Current assets
Cash	$	972		$	27,720
Prepaid expenses		-			24,898
Due from sponsor		157,036			-
Total current assets		158,008			52,618
Cash held in Trust Account		1,293,496			27,637,300
Total assets	$	1,451,504		$	27,689,918

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	397,294		$	165,912
Accrued expenses		774,904			501,314
Polar Capital Investment payable – related party		261,520			227,273
Non-redemption liability		6,025,173			4,028,008
2021 Promissory Note - Legacy Sponsor		125,000			125,000
Working Capital Loans		1,685,872			1,115,000
Total current liabilities		9,269,763			6,162,507
Derivative warrant liabilities		238,244			119,123
Total liabilities		9,508,007			6,281,630

Commitments and Contingencies (Note 6)					-

Class A Ordinary Shares subject to possible redemption, $0.0001 par value; 110,866 and 2,481,485 shares at $11.67 and $11.14 per share redemption value at December 31, 2025 and 2024, respectively		1,293,496			27,637,300

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at December 31, 2025 and 2024		-			-
Class A Ordinary Shares, $0.0001 par value; 200,000,000 shares authorized; 3,200,000 shares issued and outstanding (excluding the 110,866 and 2,481,485 shares subject to possible redemption, respectively) at December 31, 2025 and 2024		320			320
Class B Ordinary Shares, $0.0001 par value; 20,000,000 shares authorized, 2,110,122 issued and outstanding at December 31, 2025 and 2024		211			211
Ordinary shares, value		211			211
Additional paid-in capital		205,815			-
Accumulated deficit		(9,556,345	)		(6,229,543	)
Total shareholders’ deficit		(9,349,999	)		(6,229,012	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	1,451,504		$	27,689,918

	2025			2024
	For the Year Ended December 31,
	2025			2024

General and administrative expense	$	1,100,454		$	1,794,928
Administrative expenses – related party		120,000			120,000
Non-redemption expense		1,997,165			4,028,008
Loss from operations		(3,217,619	)		(5,942,936	)

Other income (expense)
Interest earned on cash held in Trust Account	$	344,811		$	1,928,109
Change in fair value of derivative warrant liabilities		(119,121	)		469,341
Total other income (expense)		225,690			2,397,450
Net loss	$	(2,991,929	)	$	(3,545,486	)

Weighted average shares outstanding of Class A Ordinary Shares subject to possible redemption, basic and diluted		857,773			3,960,705

Basic and diluted net loss per share- Class A Ordinary Shares subject to possible redemption	$	(0.49	)	$	(0.38	)

Weighted average shares outstanding of non-redeemable Class A Ordinary Shares, basic and diluted		3,200,000			1,739,726

Basic and diluted net loss per share- non-redeemable Class A Ordinary Shares	$	(0.49	)	$	(0.38	)

Weighted average shares outstanding of non-redeemable Class B Ordinary Shares, basic and diluted		2,110,122			3,570,396

Basic and diluted net loss per share- non-redeemable Class B Ordinary Shares	$	(0.49	)	$	(0.38	)

	Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
	Class A				Class B						Additional						Total
	Ordinary Shares				Ordinary Shares						Paid-in			Accumulated			Shareholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance - December 31, 2023		600,000	$	60		4,710,122		$	471		$	-		$	(1,369,588	)	$	(1,369,057	)
Allocation of Polar Capital Investment payable proceeds to equity instrument		-		-		-			-			613,640			-			613,640
Conversion of Class B Ordinary Shares into Class A Ordinary Shares		2,600,000		260		(2,600,000	)		(260	)		-			-			-
Accretion of Class A Ordinary Shares subject to redemption		-		-		-			-			(613,640	)		(1,314,469	)		(1,928,109	)
Net loss		-		-		-			-			-			(3,545,486	)		(3,545,486	)
Balance - December 31, 2024		3,200,000		320		2,110,122			211			-			(6,229,543	)		(6,229,012	)
Allocation of Polar Capital Investment payable proceeds to equity instrument		-		-		-			-			215,753			-			215,753
Accretion of Class A Ordinary Shares subject to redemption		-		-		-			-			(9,938	)		(334,873	)		(344,811	)
Net loss		-		-		-			-			-			(2,991,929	)		(2,991,929	)
Balance - December 31, 2025		3,200,000	$	320		2,110,122		$	211		$	205,815		$	(9,556,345	)	$	(9,349,999	)

	2025			2024
	For the Year Ended December 31,
	2025			2024

Cash flows from operating activities
Net loss	$	(2,991,929	)	$	(3,545,486	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on cash held in Trust Account		(344,811	)		(1,928,109	)
Change in fair value of derivative Warrant liabilities		119,121			(469,341	)
Non-redemption expense		1,997,165			4,028,008
Change in operating assets and liabilities
Prepaid expenses		24,898			10,741
Due from Sponsor		(157,036	)		-
Account payable		231,382			(310,655	)
Accrued expenses		273,590			333,516
Net cash used in operating activities		(847,620	)		(1,881,326	)

Cash flows from investing activities
Cash withdrawn from Trust Account in connection with redemption		26,688,615			29,638,365
Net cash provided by investing activities		26,688,615			29,638,365

Cash flows from financing activities
Proceeds from Polar Capital Investment payable-related party		250,000			750,000
Proceeds of Working Capital Loans		570,872			1,115,000
Redemption of Ordinary Shares		(26,688,615	)		(29,638,365	)
Net cash used in financing activities		(25,867,743	)		(27,773,365	)

Net decrease in cash		(26,748	)		(16,326	)
Cash, beginning of period		27,720			44,046
Cash, end of period	$	972		$	27,720

Supplemental disclosure of non-cash investing and financing activities

Allocation of Polar Capital Investment payable proceeds to equity instrument	$	215,753		$	613,640

	●	in whole and not in part;

	●	at a price of $0.01 per Public Warrant;

	●	upon a minimum of 30 days’ prior written notice of redemption, which is referred to as the 30-day redemption period; and

	●	if, and only if, the closing price of the Class A Ordinary Shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”).

	●	in whole and not in part;

	●	at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive the number of shares determined by reference to the table set forth under “Description of Securities - Warrants - Public Shareholders’ Warrants” in the IPO Registration Statement based on the redemption date and the “fair market value” of the Class A Ordinary Shares;

	●	if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like); and

	●	if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like), the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding Public Warrants, as described above.