Compass Digital Acquisition Corp 8-K, filed Nov 7, 2025
Compass Digital Acquisition Corp. (CDAQF)
About this 8-K
Compass Digital Acquisition Corp filed this 8-K on November 7, 2025, reporting on events of November 3, 2025.
Items reported
- Item 1.02: Ended a material agreement
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Item 1.02 Termination of a Material Definitive Agreement.
As previously reported, on September 5, 2024, Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with EEW Renewables Ltd, a company formed under the laws of England and Wales (“EEW”), and other parties named therein.
On November 3, 2025, the Company received a notice (the “Notice”) from EEW purporting to terminate the Business Combination Agreement pursuant to Sections 10.1(b) and 10.1(d) thereof.
On November 6, 2025, the Company sent a written response to EEW disputing such termination, asserting, among other things, that the representations, warranties and covenants of the Company set forth in the Business Combination Agreement purported by EEW in the Notice to have been breached by the Company either were not breached at all or were not breached at a level giving rise to a termination right, and that, in any event, EEW does not have the right to terminate the BCA due to EEW’s previous and continuing breaches of certain key covenants of the Business Combination Agreement. Consequently, the Company believes that EEW’s purported termination of the BCA is invalid under the terms of the Business Combination Agreement.
The Company is providing the disclosure in this Current Report on Form 8-K relating to the Notice to comply with the Company’s filing requirements with the U.S. Securities and Exchange Commission but does not by virtue hereof admit that it agrees with any assertion or claim contained in the Notice. The Company continues to review the Notice and the Business Combination Agreement and reserves its right to further dispute the assertions and claims made in the Notice.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COMPASS DIGITAL ACQUISITION CORP. | ||
| By: | /s/ Nick Geeza | |
| Name: | Nick Geeza | |
| Title: | Chief Financial Officer | |
Date: November 7, 2025