Compass Digital Acquisition Corp 10-Q for FY2024 Q3

Compass Digital Acquisition Corp. (CDAQF)

10-Q 2024-11-14 For: 2024-09-30

Added on April 06, 2026

About this 10-Q

Compass Digital Acquisition Corp filed this 10-Q on November 14, 2024, covering the quarter ended September 30, 2024 (FY2024 Q3).

Headline figures

Quarter ended September 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $4.57M; compared with net income of $2.01M a year earlier

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share and one-third of one redeemable Warrant	CDAQU	The Nasdaq Stock Market LLC

Class A Ordinary Shares, par value $0.0001 per share	CDAQ	The Nasdaq Stock Market LLC

Warrants, each exercisable for one Class A Ordinary Share for $11.50 per share	CDAQW	The Nasdaq Stock Market LLC

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

		Page No.
PART I. FINANCIAL INFORMATION		6

Item 1.	Financial Statements.	6
	Condensed Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023	6
	Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023	7
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2024 and 2023	8
	Unaudited Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023	9
	Notes to Unaudited Condensed Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	30
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	39
Item 4.	Controls and Procedures.	39

PART II. OTHER INFORMATION		40
Item 1.	Legal Proceedings.	40
Item 1A.	Risk Factors.	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	41
Item 3.	Defaults Upon Senior Securities.	42
Item 4.	Mine Safety Disclosures.	42
Item 5.	Other Information.	42
Item 6.	Exhibits.	42
SIGNATURES		43

	●	“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;

	●	“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 Founder Share Conversion” are to the 600,000 Class A Ordinary Shares (as defined below) 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-Redemption Agreements” are to the agreements we entered into with the New Sponsor (as defined below) and unaffiliated third-party investors in exchange for such investors agreeing not to redeem an aggregate of 4,998,734 Public Shares (as defined below) in connection with the vote to approve the Charter Amendment Proposals (as defined below) at the 2023 EGM;

	●	“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;

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

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

	●	“2024 Non-Redemption Agreements” are to the agreements we entered into with the New Sponsor and unaffiliated third-party investors in exchange for such investors agreeing not to redeem an aggregate of 2,475,000 Public Shares in connection with the vote to approve the Second Extension Amendment Proposal (as defined below) at the 2024 EGM;

	●	“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 Second Extension Amendment Proposal;

	●	“2024 SPAC Rules” are to the new rules and regulations for SPACs (as defined below) adopted by the SEC on January 24, 2024, which became effective on July 1, 2024;

	●	“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 New Sponsor in connection with the Sponsor Handover (as defined below);

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

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

	●	“ASC 480” are to FASB ASC Topic 480 “Distinguishing Liabilities from Equity”;

	●	“ASC 815” are to FASB ASC Topic 815, “Derivatives and Hedging”;

	●	“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;

	●	“Business Combination Agreement” are to that certain Business Combination Agreement (as amended, restated or otherwise modified from time to time), dated September 5, 2024, by and among (i) the Company, (ii) the New Sponsor, (iii) upon execution of a joinder thereto, Pubco, (iv) upon execution of a joinder thereto, Merger Sub, (v) EEW, (vi) the shareholders of EEW named therein that executed and delivered the Business Combination Agreement on the signing date (together with any transferees of ordinary shares of EEW prior to the Closing that either sign a joinder agreement to become a party thereto, or that become bound thereby pursuant to the drag-along rights to be set forth in EEW’s amended organizational documents, and (vii) E.E.W. Global Holding Limited;

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

	●	“Closing” are to the closing of the transactions contemplated by the Business Combination Agreement;

	●	“Combination Period” are to the potentially 42-month period, from the closing of the Initial Public Offering to December 19, 2024 or April 19, 2025 if all four (4) monthly extensions pursuant to the Second Extension Amendment Proposal are used (or such earlier date as determined by the Board) as extended by the Second Extension Amendment Proposal approved at the 2024 EGM, that we have to consummate an initial Business Combination;

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

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

	●	“EEW” are to EEW Renewables Ltd, a company formed under the laws of England and Wales;
	●	“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

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

	●	“First 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);

	●	“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 Shares” are to the Class B Ordinary Shares initially purchased by our Initial Shareholders (as defined below) 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 2023 Founder Share Conversion and 2024 Founder Share Conversion 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;

	●	“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;

	●	“Institutional Anchor Investors” are to certain institutional investors that are not affiliated with us, our Sponsors, our Prior Directors or Officers (as defined below), or any member of our Management (as defined below), 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;

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

	●	“Legacy Working Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Initial Shareholders, Sponsors or an affiliate of the Initial Shareholders or Sponsors, or certain of our Prior Directors and Officers or current directors and officers, may, but are not obligated to, loan us;

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

	●	“Letter Agreement 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;

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

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

	●	“Merger Sub” are to a to-be-formed Cayman Islands exempted company and wholly-owned subsidiary of Pubco to be named “EEW Merger Sub”;

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

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

	●	“Over-Allotment Option” are to the 45-day option we granted to the underwriters of the Initial Public Offering;

	●	“Over-Allotment Units” are to units purchased by the underwriters of the Initial Public Offering upon partial exercise of the Over-Allotment Option on November 30, 2021;

	●	“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, which when reached, Polar will fund certain amounts to us if the New Sponsor requests a draw down pursuant to the Polar Subscription Agreement (as defined below);

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

	●	“Private Placement Warrants” are to the warrants issued to our Legacy Sponsor and the underwriters of the Initial Public Offering in the Private Placement;

	●	“Pubco” are to a to-be-formed Cayman Islands exempted company to be named “EEW Renewables Corp”;
	●	“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 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 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);

	●	“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 New Sponsor in connection with the Sponsor Handover;

	●	“Report” are to this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024;

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

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

	●	“Second Extension Amendment Proposal” are to the proposal at the 2024 EGM to extend the Combination Period from July 19, 2024 to December 19, 2024, or April 19, 2025 if all four (4) monthly extensions pursuant to the Second Extension Amendment Proposal are used (or such earlier date as determined by the Board);

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

	●	“SPACs” are to special purpose acquisition companies;

	●	“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 New 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;

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

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

	●	“WCL 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 in connection with the Legacy Working Capital Loans; and

	●	“WCL Warrants” are to the warrants to purchase Class A Ordinary Shares, which may be issued upon the conversion of any unpaid balance of the WCL Promissory Note at GCG’s option.

	SEPTEMBER 30, 2024 (unaudited)			DECEMBER 31, 2023

ASSETS
Current assets:
Cash	$	33,544		$	44,046
Prepaid expenses		23,633			35,635
Total current assets		57,177			79,681
Cash held in Trust Account		27,369,390			55,347,556
Total Assets	$	27,426,567		$	55,427,237

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	550,873		$	476,567
Polar Capital Investment payable – related party		227,273			90,909
Non-redemption liability		4,076,270			-
WCL Promissory Note payable – Legacy Sponsor		125,000			125,000
Accrued expenses		557,671			167,798
Total current liabilities		5,537,087			860,274
Derivative warrant liabilities		726,646			588,464
Total liabilities		6,263,733			1,448,738

Commitments and Contingencies (Note 6)		-			-

Class A Ordinary Shares subject to possible redemption, $0.0001 par value; 2,481,485 and 5,194,628 shares at $11.03 and 10.65 per share at September 30, 2024 and December 31, 2023, respectively		27,369,390			55,347,556

Shareholders’ deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at September 30, 2024 and December 31, 2023		-			-
Class A Ordinary Shares, $0.0001 par value; 200,000,000 shares authorized; 3,200,000 and 600,000 shares issued and outstanding, respectively (excluding 2,481,485 and 5,194,628 shares subject to possible redemption at September 30, 2024 and December 31, 2023, respectively)		320			60
Class B Ordinary Shares, $0.0001 par value; 20,000,000 shares authorized; 2,110,122 and 4,710,122 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively		211			471
Common stock, value		211			471
Accumulated deficit		(6,207,087	)		(1,369,588	)
Total shareholders’ deficit		(6,206,556	)		(1,369,057	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	27,426,567		$	55,427,237

	For The Three Months Ended September 30, 2024			For The Three Months Ended September 30, 2023			For The Nine Months Ended September 30, 2024			For The Nine Months Ended September 30, 2023

Operating expenses	$	837,885		$	564,934		$	1,561,687		$	1,176,968
Non-redemption expense		4,076,270			-			4,076,270			-
Administrative expenses - related party		30,000			30,000			90,000			70,000
Loss from operations		(4,944,155	)		(594,934	)		(5,727,957	)		(1,246,968	)
Change in fair value of derivative warrant liabilities		(13,103	)		(850,533	)		(138,182	)		(1,670,094	)
Interest earned on cash or investments held in Trust Account		389,048			2,856,382			1,660,199			7,729,397
Gain on settlement of deferred underwriting fees attributable to Public Warrants		-			246,814			-			246,814
Gain on settlement of professional legal fees		-			351,409			-			351,409
Net (loss)/income	$	(4,568,210	)	$	2,009,138		$	(4,205,940	)	$	5,410,558
Weighted average shares outstanding of Class A Ordinary Shares subject to possible redemption, basic and diluted		2,982,827			21,240,488			4,451,979			21,240,488
Basic and diluted net (loss)/ income per share, Class A Ordinary Shares subject to possible redemption	$	(0.55	)	$	0.08		$	(0.43	)	$	0.20
Weighted average shares outstanding of Class A non-redeemable Ordinary Shares, basic and diluted		2,550,000			-			1,254,745			-
Basic and diluted net (loss)/ income per share, Class A non-redeemable Ordinary Shares	$	(0.55	)	$	0.00		$	(0.43	)	$	0.00
Weighted average shares outstanding of Class B non-redeemable Ordinary Shares, basic and diluted		2,760,122			5,310,122			4,055,377			5,310,122
Basic and diluted net (loss)/ income per share, Class B non-redeemable Ordinary Shares	$	(0.55	)	$	0.08		$	(0.43	)	$	0.20

	Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
	Ordinary Shares										Additional						Total
	Class A				Class B						Paid-In			Accumulated			Shareholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance as of January 1, 2024		600,000	$	60		4,710,122		$	471		$	-		$	(1,369,588	)	$	(1,369,057	)
Allocation of Polar Capital Investment payable proceeds to equity instrument		-		-		-			-			204,549			-			204,549
Accretion of Class A Ordinary Shares to redemption amount		-		-		-			-			(204,549	)		(427,418	)		(631,967	)
Net loss		-		-		-			-			-			(113,190	)		(113,190	)
Balance as of March 31, 2024 (unaudited)		600,000		60		4,710,122			471			-			(1,910,196	)		(1,909,665	)

Capital contribution from Sponsor		-		-		-			-			295,000			-			295,000
Accretion of Class A Ordinary Shares to redemption amount		-		-		-			-			(295,000	)		(344,184	)		(639,184	)
Net income		-		-		-			-			-			475,460			475,460
Balance as of June 30, 2024 (unaudited)		600,000		60		4,710,122			471			-			(1,778,920	)		(1,778,389	)
Conversion of Class B Ordinary Shares into Class A Ordinary Shares		2,600,000		260		(2,600,000	)		(260	)		-			-			-
Capital contribution from Sponsor		-		-		-			-			120,000			-			120,000
Allocation of Polar Capital Investment payable proceeds to equity instrument		-		-		-			-			409,091			-			409,091
Accretion of Class A Ordinary Shares to redemption amount		-		-		-			-			(529,091	)		140,043			(389,048	)
Net loss		-		-		-			-			-			(4,568,210	)		(4,568,210	)
Balance as of September 30, 2024 (unaudited)		3,200,000	$	320		2,110,122		$	211		$	-		$	(6,207,087	)	$	(6,206,556	)

	FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024			FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023
Cash Flows from Operating Activities
Net (loss) income	$	(4,205,940	)	$	5,410,558
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned on cash or investments held in Trust Account		(1,660,199	)		(7,729,397	)
Change in fair value of derivative warrant liabilities		138,182			1,670,094
Gain on settlement of deferred underwriting fees attributable to Public Warrants		-			(246,814	)
Gain on settlement of professional legal fees		-			(351,409	)
Non-redemption expense		4,076,270			-
Changes in operating assets and liabilities:
Prepaid expenses		12,006			255,528
Accounts payable and accrued expenses		464,179			222,400
Net cash used in operating activities		(1,175,502	)		(769,040	)
Cash Flows from Investing Activities
Trust Account withdrawal – redemptions		29,638,365			-
Net cash provided by investing activities		29,638,365			-
Cash Flows from Financing Activities
Redemption of Class A Ordinary Shares subject to possible redemption		(29,638,365	)		-
Proceeds from Polar Capital Investment payable-related party		750,000			-
Proceeds from note payable-related party		-			500,000
Proceeds of Legacy Working Capital Loans		-			35,000
Capital contribution from Sponsor		415,000			-
Repayment of working capital loan from Legacy Sponsor		-			(177,500	)
Return of excess contribution capital to Legacy Sponsor		-			(49,093	)
Due from related party		-			(24,821	)
Net cash (used in) provided by financing activities		(28,473,365	)		283,586

Net decrease in cash		(10,502	)		(485,454	)
Cash - beginning of period		44,046			936,434
Cash - end of period	$	33,544		$	450,980

Supplemental disclosure of non-cash investing and financing activities:
Allocation of Polar Capital Investment payable proceeds to equity instrument	$	(908,636	)	$	-
Deferred underwriting fees waiver	$	-		$	(7,187,357	)
Fair value of ordinary shares issued in satisfaction of professional legal fees	$	-		$	(523,000	)

	●	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.

Class A Ordinary Shares subject to possible redemption at December 31, 2022	$	215,521,445
Plus:
Accretion of Class A Ordinary Shares to redemption value		2,304,389
Class A Ordinary Shares subject to possible redemption at March 31, 2023		217,825,834
Plus:
Accretion of Class A Ordinary Shares to redemption value		2,568,625
Class A Ordinary Shares subject to possible redemption at June 30, 2023		220,394,459
Plus:
Accretion of Class A Ordinary Shares to redemption value		2,856,383
Class A Ordinary Shares subject to possible redemption at September 30, 2023		223,250,842
Plus:
Accretion of Class A Ordinary Shares to redemption value		1,184,762
Less:
Redemption of Class A Ordinary Shares		(169,088,048	)
Class A Ordinary Shares subject to possible redemption at December 31, 2023		55,347,556
Plus:
Accretion of Class A Ordinary Shares to redemption value		631,967
Class A Ordinary Shares subject to possible redemption at March 31, 2024		55,979,523
Plus:
Accretion of Class A Ordinary Shares to redemption value		639,184
Class A Ordinary Shares subject to possible redemption at June 30, 2024		56,618,707
Plus:
Accretion of Class A Ordinary Shares to redemption value		389,048
Less:
Redemption of Class A Ordinary Shares		(29,638,365	)
Class A Ordinary Shares subject to possible redemption at September 30, 2024	$	27,369,390

Description	Level	September 30, 2024		Level	December 31, 2023
Liabilities:
Private Placement Warrants ⁽¹⁾	Level 2	$	294,756	Level 2	$	238,704
Public Warrants ⁽¹⁾	Level 1	$	431,890	Level 2	$	349,760
Polar Capital Investment Payable	Level 3	$	227,273	Level 3	$	90,909

	Private Placement			Public			Warrant Liabilities

Fair value as of December 31, 2023	$	238,704		$	349,760		$	588,464
Change in fair value ⁽¹⁾		205,846			301,615			507,461
Fair value as of March 31, 2024		444,550			651,375			1,095,925
Change in fair value ⁽¹⁾		(155,109	)		(227,273	)		(382,382	)
Fair value as of June 30, 2024		289,441			424,102			713,543
Change in fair value ⁽¹⁾		5,315			7,788			13,103
Fair value as of September 30, 2024	$	294,756		$	431,890		$	726,646

	●	our ability to complete an initial Business Combination;
	●	a limited availability of market quotations for our securities;
	●	reduced liquidity for our securities;
	●	a determination that our Class A Ordinary Shares is a “penny stock,” which will require brokers trading in our Class A Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
	●	a limited amount of news and analyst coverage; and
	●	a decreased ability to issue additional securities or obtain additional financing in the future.

No.		Description of Exhibit
2.1		Business Combination Agreement, dated as of September 5, 2024, by and among Compass Digital Acquisition Corp., HCG Opportunity, LLC (in the capacity as the Purchaser Representative thereunder), EEW Renewables Ltd, E.E.W. Global Holding Limited (in the capacity as the Seller Representative thereunder), the shareholders of EEW named therein, and upon execution of a joinder, the other parties thereto.⁽¹⁾
10.1		Form of Lock-Up Agreement, dated as of September 5, 2024, by and among Compass Digital Acquisition Corp., HCG Opportunity, LLC (in the capacity as the Purchaser Representative thereunder), the shareholder signatory thereto and Pubco (upon execution of a joinder).⁽¹⁾
10.2		Insider Letter Amendment, dated as of September 5, 2024, by and among Compass Digital Acquisition Corp., HCG Opportunity, LLC, Compass Digital SPAC LLC and other undersigned signatories thereto (and Pubco upon execution of a joinder thereto).⁽¹⁾
10.3		Sponsor Agreement, dated as of September 5, 2024, by and among Compass Digital Acquisition Corp., HCG Opportunity, LLC and EEW Renewables Ltd. (and Pubco upon execution of a joinder thereto).⁽¹⁾
10.4		Form of Non-Competition Agreement, dated as of September 5, 2024, by and among Compass Digital Acquisition Corp., EEW Renewables Ltd, Pubco (upon execution of a joinder), and the shareholder and/or executive officer of EEW signatory thereto.⁽¹⁾
31.1*		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).

*	Filed herewith.
**	Furnished herewith.
(1)	Incorporated by reference to the Company’s Current Report on Form 8-K, as filed with the SEC on September 11, 2024.

	Compass Digital Acquisition Corp.

Date: November 14, 2024	By:	/s/ Thomas D. Hennessy
	Name:	Thomas D. Hennessy
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: November 14, 2024	By:	/s/ Nicholas Geeza
	Name:	Nicholas Geeza
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

1.	I have reviewed this Quarterly Report on Form 10-Q of Compass Digital Acquisition Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

	2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.