8-K

UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**** Washington, D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 3, 2025

CompassDigital Acquisition Corp.****(Exact name of registrant as specified in its charter)

195US HWY 50, Suite 309

ZephyrCove, NV

(Address of principal executive offices)

89448

(Zip Code)

Registrant’s telephone number, including area code: (775) 339-1671

NotApplicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item1.02 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.

Date: November 7, 2025