Compass Digital Acquisition Corp 8-K, filed Apr 22, 2025
Compass Digital Acquisition Corp. (CDAQF)
About this 8-K
Compass Digital Acquisition Corp filed this 8-K on April 22, 2025.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On April 16, 2025, Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”) held an extraordinary general meeting of shareholders in lieu of an annual general meeting of shareholders (the “Meeting”). The (i) final prospectus filed with the U.S. Securities and Exchange Commission by the Company on October 18, 2021 and (ii) Company’s amended and restated memorandum and articles of association (as amended and currently in effect, the “Articles”) provided that the Company initially had until October 19, 2023 (the date that was 24 months after the consummation of the Company’s initial public offering on October 19, 2021 (the “IPO”) to complete a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”, and such period, the “Combination Period”). On October 19, 2023, the Company’s shareholders approved an amendment to the Articles to extend the end of the Combination Period from October 19, 2023 to July 19, 2024. On July 18, 2024, the Company’s shareholders approved, among other things, an amendment to the Articles to further extend the end of 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 Company’s board of directors (the “Board”).
At the Meeting, the Extension Amendment Proposal (as defined below) to further amend the Articles (the “Extension Amendment”) was approved. Under the law of the Cayman Islands, upon approval of the Extension Amendment Proposal by the affirmative vote of a majority of at least two-thirds (2/3) of the votes cast by the holders of the Company’s (i) Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and (ii) Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”, and together with the Class A Ordinary Shares, the “Ordinary Shares”) voting as a single class, who, being entitled to do so, voted in person (including shareholders who voted online) or by proxy at the Meeting, the Extension Amendment became effective. The Company filed the Extension Amendment with the Cayman Islands Registrar of Companies on April 22, 2025.
The foregoing description of the Extension Amendment is qualified in its entirety by reference to the Extension Amendment, a copy of which is filed hereto as Exhibit 3.1 and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Meeting, the Company’s shareholders were presented with proposals to approve, by way of special resolutions, (i) the Extension Amendment to extend the date by which the Company must consummate a Business Combination from April 19, 2025 to April 19, 2026, or such earlier date as determined by the Board (the “Extension Amendment Proposal”), and (ii) eliminate the limitation that the Company may not redeem the Class A Ordinary Shares included as part of the units in the IPO (the “Public Shares”) to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment Proposal”).
Also at the Meeting, the Company’s shareholders were presented with a proposal to ratify, by way of ordinary resolution, the selection by the Board’s Audit Committee of WithumSmith+Brown, PC to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2025 (the “Auditor Ratification Proposal” and together with the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the “Proposals”).
The Extension Amendment Proposal was approved with the following vote from the holders of the Ordinary Shares:
| For | Against | Abstentions | Broker Non-Votes | |||
| 6,947,928 | 0 | 0 | 430,632 |
The Redemption Limitation Amendment Proposal was approved with the following vote from the holders of the Ordinary Shares:
| For | Against | Abstentions | Broker Non-Votes | |||
| 6,947,928 | 0 | 0 | 430,632 |
The Auditor Ratification Proposal was approved with the following vote from the holders of the Ordinary Shares:
| For | Against | Abstentions | Broker Non-Votes | |||
| 7,378,560 | 0 | 0 | 0 |
A proposal to adjourn the Meeting, by way of ordinary resolution, to a later date or dates or indefinitely, if necessary, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the approval of any of the Proposals was not presented because there were enough votes to approve the Proposals.
In connection with the votes to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the holders of 2,370,619 Public Shares properly exercised their right to redeem such shares for cash at a redemption price of approximately $11.25 per share, for an aggregate redemption amount of approximately $26.7 million (the “Meeting Redemptions”). Following the Meeting Redemptions, there are 110,866 Public Shares currently issued and outstanding
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
The following exhibits are being filed herewith:
| Exhibit No. | Description of Exhibits | |
| 3.1 | Third Amendment to Amended and Restated Memorandum and Articles of Association of the Company. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: April 22, 2025
Exhibit 3.1
THIRD AMENDMENT TO THE
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION OF
COMPASS DIGITAL ACQUISITION CORP.
RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY
RESOLVED, as a special resolution that:
Article 50.7 of the Company’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 50.7:
50.7 In the event that the Company does not consummate a Business Combination by April 20, 2026 (the “Deadline Date”) or either (i) such earlier date as determined by the Directors or (ii) such later date as the Members may approve in accordance with the Articles, the Company shall:
| (a) | cease all operations except for the purpose of winding up; | |
| (b) | as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, as a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Member’s rights as Members (including the right to receive further liquidation distributions, if any); and | |
| (c) | as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law. |
RESOLVED, as a special resolution that:
| a) | Article 50.2 of the Company’s Amended and Restated Memorandum and Articles of Association be amended by deleting the words: |
“, provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 upon consummation of such Business Combination”
| b) | Article 50.4 of the Company’s Amended and Restated Memorandum and Articles of Association be amended by deleting the words: |
“provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination”
| c) | Article 50.5 of the Company’s Amended and Restated Memorandum and Articles of Association be amended by deleting the words: |
“The Company shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”).”
| d) | Article 50.8 of the Company’s Amended and Restated Memorandum and Articles of Association be amended by deleting the words: |
“The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.”