CDAQF 10-K

Compass Digital Acquisition Corp. (CDAQF)

10-K 2025-03-25 For: 2024-12-31

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Added on April 06, 2026

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

		PAGE
PART I		1
Item 1.	Business.	1
Item 1A.	Risk Factors.	21
Item 1B.	Unresolved Staff Comments.	24
Item 1C	Cybersecurity.	24
Item 2.	Properties.	24
Item 3.	Legal Proceedings.	24
Item 4.	Mine Safety Disclosures.	24

PART II		25
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	25
Item 6.	[Reserved]	27
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	27
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.	47
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.	50
Item 14.	Principal Accountant Fees and Services.	55

PART IV		56
Item 15.	Exhibit and Financial Statement Schedules.	56
Item 16.	Form 10-K Summary.	56

SIGNATURES		59

	●	our ability to complete our initial Business Combination, including the EEW Business Combination;

	●	our expectations around the performance of the prospective target business or businesses, such as EEW (as defined below);

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

	●	our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial Business Combination, as a result of which they would then receive expense reimbursements;

	●	the potential incentive to consummate an initial Business Combination with an acquisition target that subsequently declines in value or is unprofitable for public investors due to the low initial price for the Founder Shares (as defined below) paid by our Initial Shareholders (as defined below);

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

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

	●	our public securities’ potential liquidity and trading;

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

	●	the Trust Account not being subject to claims of third parties;

	●	the value of the Founder Shares 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 $10.00 per Public Share;

	●	the impact on the amount held in the Trust Account, our capitalization, our principal shareholders, and other impacts 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 on February 24, 2022;

	●	“2021 Note Warrants” are to the warrants to purchase Class A Ordinary Shares, 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 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 (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-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 SPAC Rules” are to the rules and regulations for SPACs adopted by the SEC on January 24, 2024, which became effective on July 1, 2024;

	●	“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 on July 17, 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 Proxy Statement” are to the Preliminary Proxy Statement we filed with the SEC on March 13, 2025, as may be amended, for an upcoming extraordinary general meeting in lieu of an annual general meeting of our shareholders at which we will seek approval to, among other things, (i) further extend the Combination Period beyond April 19, 2025 and (ii) eliminate the net tangible assets requirement from the Amended and Restated Charter;

	●	“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 Charter” 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;

	●	“ASU” are to the FASB Accounting Standards Update;

	●	“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;

	●	“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;

	●	“Closing” are to the closing of the transactions contemplated by the EEW Business Combination Agreement (as defined below);

	●	“Combination Period” are to the 42-month period, from the closing of the Initial Public Offering (as defined below) to April 19, 2025 (or such earlier date as determined by the Board) as extended by the 2024 Extension Amendment Proposal approved at the 2024 EGM, that we have to consummate an initial Business Combination; provided that the Combination Period may be further extended pursuant to an amendment to the Amended and Restated Charter and consistent with applicable laws, regulations and stock exchange rules and as set forth in the 2025 Proxy Statement;

	●	“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;

	●	“Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account and warrant agent of our Public 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 Merger (as defined below), the Share Exchange (as defined below) and the other transactions contemplated by the EEW Business Combination Agreement 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 Purchaser Representative (as defined below), Pubco (as defined below), Merger Sub (as defined below), EEW, the Sellers (as defined below) and the Seller Representative (as defined below), as amended, restated or otherwise modified from time to time;

	●	“EEW Ordinary Shares” are to the issued and outstanding ordinary shares of EEW;

	●	“EEW Registration Statement” are to the Registration Statement on Form F-4, which will include a proxy statement/prospectus prepared by us, to be filed by Pubco with the SEC in connection with the EEW Business Combination;

	●	“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 and the 2024 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 (for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares”) and (ii) were issued in connection with the Founder Share Conversions upon the conversion of an equal number of Class B Ordinary 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;

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

	●	“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) and the Second 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;

	●	“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, that purchased our securities in connection with the Initial Public Offering;

	●	“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;

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

	●	“Marcum” are to Marcum LLP, our prior independent registered public accounting firm;

	●	“Merger” are to the step in the EEW Business Combination where Merger Sub will merge with and into our Company, with our Company continuing as the surviving entity;

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

	●	“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;

	●	“Non-Redemption Agreements” are to the 2023 Non-Redemption Agreements and the 2024 Non-Redemption Agreements, together;

	●	“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 pursuant to the Underwriting Agreement (as defined below), which was partially exercised on November 30, 2021;

	●	“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;

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

	●	“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, which when reached, Polar will fund certain amounts to us if the 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, 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 and pursuant to the Private Placement Warrants Purchase Agreement (as defined below);

	●	“Private Placement Warrants” are to the warrants issued to our Legacy Sponsor and the underwriters of the Initial Public Offering 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 EEW Renewables Corp, a Cayman Islands exempted company;

	●	“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);

	●	“Purchase Representative” are to the Sponsor, in its capacity as the representative from and after the Closing for the shareholders of our Company (other than the Sellers and their successors and assignees) in accordance with the terms and conditions of the EEW Business Combination Agreement;

	●	“Redemption Limitation” are to the limitation in our Amended and Restated Charter 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;

	●	“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, 2024;

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

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

	●	“Second Insider Letter Amendment” are to the Insider Letter Amendment, dated as of September 5, 2024, we entered into with the Sponsors, Pubco (upon execution of a joinder thereto) and the other signatories thereto;

	●	“Seller Representative” are to E.E.W. Global Holding Limited, in its capacity as the representative for the Sellers in accordance with the terms and conditions of the EEW Business Combination Agreement;

	●	“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 EEW Ordinary Shares 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;

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

	●	“Share Exchange” are to the step in the EEW Business Combination where Pubco shall acquire all of the EEW Ordinary Shares from the Sellers in exchange for ordinary shares of Pubco;

	●	“SPACs” are to special purpose acquisition companies;

	●	“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;

	●	“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 several underwriters 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;

	●	“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.

	(i)	if during the 3-year period after the Closing (the “Earnout Period”), the volume-weighted average price for Pubco Ordinary Shares for 20 out of 30 consecutive trading days is at least: (x) $11.00 per share, the Sellers will receive 50% of the Earnout Shares and (y) $12.00 per share, the Sellers will receive the remaining 50% of the Earnout Shares; or

	(ii)	if Pubco’s consolidated EBITDA for the fiscal year ended April 30, 2025 equals or exceeds $41.9 million, subject to certain adjustments, the Sellers will receive all of the Earnout Shares.

	●	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 EEW 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.

	●	we are a blank check company and an early-stage company with no revenue or basis to evaluate our ability to select a suitable business target;

	●	we may not be able to select an appropriate target business or businesses and complete our initial Business Combination, including the EEW Business Combination, within the Combination Period;

	●	our expectations around the performance of a prospective target business or businesses, such as EEW, may not be realized;

	●	we may not be successful in retaining or recruiting required officers, key employees or directors following our initial Business Combination, including the EEW Business Combination;

	●	our officers and directors may have difficulty allocating their time between our Company and other businesses and may potentially have conflicts of interest with our business or in approving our initial Business Combination;

	●	we may not be able to obtain additional financing to complete our initial Business Combination or reduce the number of Public Shareholders requesting redemption;

	●	we may issue our Ordinary Shares to investors in connection with our initial Business Combination at a price that is less than the prevailing market price of our Ordinary Shares at that time;

	●	our shareholders may not be given the opportunity to choose the initial Business Combination target or to vote on the initial Business Combination;

	●	Trust Account funds may not be protected against third party claims or bankruptcy;

	●	an active market for our public securities may not continue and our shareholders may have limited liquidity and trading;

	●	our financial performance following a Business Combination with an entity may be negatively affected by their lack of an established record of revenue, cash flows and experienced management;

	●	there may be more competition to find an attractive target for an initial Business Combination, which could increase the costs associated with completing our initial Business Combination and may result in our inability to find a suitable target;

	●	changes in the market for directors’ and officers’ liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial Business Combination;

	●	if we do not consummate the EEW Business Combination, we may attempt to simultaneously complete Business Combinations with multiple prospective targets, which may hinder our ability to complete our initial Business Combination and give rise to increased costs and risks that could negatively impact our operations and profitability;

	●	we may engage one or more of the underwriters of the Initial Public Offering or one of their respective affiliates to provide additional services to us after the Initial Public Offering, which may include acting as a financial advisor in connection with an initial Business Combination or as placement agent in connection with a related financing transaction. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after the Initial Public Offering, including, for example, in connection with the sourcing and consummation of an initial Business Combination;

	●	we may attempt to complete our initial Business Combination with a private company about which little information is available, which may result in a Business Combination with a company that is not as profitable as we suspected, if at all;

	●	our Warrants are accounted for as derivative liabilities and are recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our Ordinary Shares or may make it more difficult for us to consummate an initial Business Combination;

	●	since our Initial Shareholders and Sponsor will lose their entire investment in us if our initial Business Combination is not completed (other than with respect to any Public Shares they may acquire during or after the Initial Public Offering), and because our Sponsors and Prior Directors and Officers may profit substantially even under circumstances in which our Public Shareholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular Business Combination target is appropriate for our initial Business Combination;

	●	the value of the Founder Shares following completion of our initial Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our Ordinary Shares at such time is substantially less than $10.00 per Public Share;

	●	resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not completed our initial Business Combination within the Combination Period, our Public Shareholders may receive only approximately $10.00 per Public Share, or less than such amount in certain circumstances, on the liquidation of our Trust Account and our Warrants will expire worthless;

	●	we may not be able to complete an initial Business Combination with certain potential target companies if a proposed transaction with the target company may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations, including the Committee on Foreign Investment in the United States;

	●	recent fluctuations in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an initial Business Combination;

	●	market conditions, economic uncertainty or downturns could adversely affect our business, financial condition, operating results and our ability to consummate a Business Combination;

	●	adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects;

	●	military or other conflicts in Ukraine, the Middle East or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial Business Combination;

	●	if our initial Business Combination involves a company organized under the laws of a state of the United States, it is possible the Excise Tax will be imposed on us in connection with redemptions of our Ordinary Shares after or in connection with such initial Business Combination;

	●	since we did not consummate our initial Business Combination within 36 months of the effectiveness of our IPO Registration Statement, the trading of our securities on Nasdaq has been suspended and our securities were suspended from trading on Nasdaq on October 22, 2024 and delisted from Nasdaq on March 5, 2025, which may have a material adverse effect on the trading of our securities and our ability to consummate an initial Business Combination;

	●	cyber incidents or attacks directed at us or third parties could result in information theft, data corruption, operational disruption and/or financial loss;

	●	changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial Business Combination, and results of operations;

	●	if we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial Business Combination;

	●	to mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, on October 19. 2023, we instructed the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our initial Business Combination or our liquidation. As a result, we may receive less interest on the funds held in the Trust Account than the interest we would have received pursuant to our original Trust Account investments, which could reduce the dollar amount our Public Shareholders would receive upon any redemption or our liquidation;

	●	we may seek to further extend the Combination Period, which could have a material adverse effect on the amount held in our Trust Account and other adverse effects on our Company; and

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

	(1)	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our Company,

	(2)	provide reasonable assurance that transactions are recorded as necessary to permit preparation of 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 financial statements.

Name	Age		Position
Daniel J. Hennessy		67	Chairman of the Board
Thomas D. Hennessy		40	Chief Executive Officer and Director
Nick Geeza		39	Chief Financial Officer
Joseph Beck		39	Director
Anna Brunelle		57	Director
Kirk Hovde		37	Director
Matt Schindel		39	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 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		39.79	%		832,095		39.43	%		39.70	%
Daniel J. Hennessy (2)		2,260,941		39.79	%		832,095		39.43	%		39.70	%
Thomas D. Hennessy (2)		2,260,941		39.79	%		832,095		39.43	%		39.70	%
Nick Geeza		—		—			—		—			—
Joseph Beck		—		—			—		—			—
Anna Brunelle		—		—			—		—			—
Kirk Hovde		—		—			—		—			—
Matt Schindel		—		—			—		—			—
All directors and executive officers as a group (7 individuals)		2,260,941		39.79	%		832,095		39.43	%		39.70	%

Other 5% Shareholders
Compass Digital SPAC LLC (our Legacy Sponsor) (3)		939,059		16.53	%		1,278,027		60.57	%		28.45	%
Sea Otter Securities Group LLC (4)		841,098		14.80	%		—		—			10.79	%
Citadel Parties (5)		752,899		13.25	%		—		—			9.66	%
Polar Asset Management Partners Inc. (6)		500,000		8.80	%		—		—			6.42	%
Atlas Merchant Parties (7)		500,000		8.80	%		—		—			6.42	%
Centiva Parties (8)		300,000		5.28	%		—		—			3.85	%
TD Securities Parties (9)		297,900		5.24	%		—		—			3.82	%
Meteora Parties (10)		295,200		5.19	%		—		—			3.79	%

	(1)	Unless otherwise noted, the principal business address of each of the following entities or individuals is c/o 195 US Hwy 50, Suite 309, 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 shares by Sea Otter in connection with the Extension Redemptions or any other transactions after October 26, 2021, or in connection with the Non-Redemption Agreements. Accordingly, the number of Public Shares and the percentages set forth in the table may not 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.

		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID #100, WithumSmith+Brown, PC)		F-2
Financial Statements:
Balance Sheets as of December 31, 2024 and 2023		F-3
Statements of Operations for the years ended December 31, 2024 and 2023		F-4
Statements of Changes in Shareholders’ Deficit for the years ended December 31, 2024 and 2023		F-5
Statements of Cash Flows for the years ended December 31, 2024 and 2023		F-6
Notes to Financial Statements		F-7

	DECEMBER 31, 2024			DECEMBER 31, 2023

ASSETS
Current assets:
Cash	$	27,720		$	44,046
Prepaid expenses		24,898			35,635
Total current assets		52,618			79,681
Cash held in Trust Account		27,637,300			55,347,556
Total Assets	$	27,689,918		$	55,427,237

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	165,912		$	476,567
Accrued expenses		501,314			167,798
Polar Capital Investment payable – related party		227,273			90,909
Non-redemption liability		4,028,008			-
Working Capital Loans		1,240,000			125,000
Total current liabilities		6,162,507			860,274
Derivative warrant liabilities		119,123			588,464
Total liabilities		6,281,630			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 $11.14 and 10.65 per share at December 31, 2024 and 2023, respectively		27,637,300			55,347,556

Shareholders’ deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at December 31, 2024 and 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 December 31, 2024 and 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 December 31, 2024 and 2023, respectively		211			471
Common stock, value		211			471
Accumulated deficit		(6,229,543	)		(1,369,588	)
Total Shareholders’ Deficit		(6,229,012	)		(1,369,057	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	27,689,918		$	55,427,237

	Year Ended December 31, 2024			Year Ended December 31, 2023

Operating expenses	$	1,794,928		$	1,926,567
Administrative expenses – related party		120,000			120,000
Non-redemption expense		4,028,008			3,444,008
Loss from operations		(5,942,936	)		(5,490,575	)
Interest earned on cash (investments) held in Trust Account	$	1,928,109		$	8,914,159
Change in fair value of derivative warrant liabilities		469,341			364,515
Gain on settlement of deferred underwriting fees attributable to Public Warrants		-			246,814
Gain on settlement of professional legal fees		-			351,409
Net (loss) income	$	(3,545,486	)	$	4,386,322

Weighted average shares outstanding of Class A Ordinary Shares subject to possible redemption, basic and diluted		3,960,705			17,987,355

Basic and diluted net (loss) income per share- Class A Ordinary Shares subject to possible redemption	$	(0.38	)	$	0.19

Weighted average shares outstanding of non-redeemable Class A Ordinary Shares Ordinary Shares, basic and diluted		1,739,726			121,644

Basic and diluted net (loss) income per share- non-redeemable Class A Ordinary Shares Ordinary Shares	$	(0.38	)	$	0.19

Weighted average shares outstanding of non-redeemable Class B Ordinary Shares Ordinary Shares, basic and diluted		3,570,396			5,188,478

Basic and diluted net (loss) income per share- non-redeemable Class B Ordinary Shares Ordinary Shares	$	(0.38	)	$	0.19