CDAQF 10-K

Compass Digital Acquisition Corp. (CDAQF)

10-K 2024-04-01 For: 2023-12-31

View Original

Added on April 06, 2026

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
PART I		1
Item 1.	Business.	1
Item 1A.	Risk Factors.	12
Item 1B.	Unresolved Staff Comments.	17
Item 1C	Cybersecurity.	17
Item 2.	Properties.	17
Item 3.	Legal Proceedings.	17
Item 4.	Mine Safety Disclosures.	17

PART II		18
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	18
Item 6.	[Reserved]	19
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	19
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	26
Item 8.	Financial Statements and Supplementary Data.	26
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	26
Item 9A.	Controls and Procedures.	27
Item 9B.	Other Information.	28
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	28

PART III		29
Item 10.	Directors, Executive Officers and Corporate Governance.	29
Item 11.	Executive Compensation.	35
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	35
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	38
Item 14.	Principal Accountant Fees and Services.	41

PART IV		42
Item 15.	Exhibit and Financial Statement Schedules.	42
Item 16.	Form 10-K Summary.	42

	●	our ability to complete our initial Business Combination;

	●	our expectations around the performance of the prospective target business or businesses;

	●	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 officers and directors to generate a number of potential acquisition opportunities;

	●	our pool of prospective target businesses;

	●	our public securities’ potential liquidity and trading;

	●	the lack of a market for our securities;

	●	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 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;

	●	“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 EGM” are to our extraordinary general meeting of shareholders held on October 12, 2023;

	●	“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 new rules and regulations for SPACs adopted by the SEC on January 24, 2024, which will become effective on July 1, 2024;

	●	“Administrative Services Agreement” are to the Administrative Services Agreement, dated October 14, 2021, which we entered into with our Prior 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 currently in effect;

	●	“Anchor Investors” are to certain institutional investors that are not affiliated with us, our Sponsors (as defined below), our Prior Directors or Officers (as defined below), or any member of our Management, that purchased our securities in connection with the Initial Public Offering (as defined below);

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

	●	“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 Extension Amendment Proposal (as defined below) 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;

	●	“Combination Period” are to the 33-month period, from the closing of the Initial Public Offering to July 19, 2024 (or such earlier date as determined by the Board) as extended by the Extension Amendment Proposal approved at the 2023 EGM (as defined below), that we have to consummate an initial Business Combination; provided that the Combination Period may be extended pursuant to an amendment to the Amended and Restated Charter and consistent with applicable laws, regulations and stock exchange rules;

	●	“Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same 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;

	●	“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 Amendment Proposal” are to the proposal at the 2023 EGM to extend the Combination Period to July 19, 2024 (or such earlier date as determined by the Board);

	●	“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 Conversion” are to the 600,000 Class A Ordinary Shares issued on October 19 2023, following the approval of the Founder Share Amendment Proposal by our shareholders at the 2023 EGM, to the Sponsors upon the conversion of an equal number of Class B Ordinary Shares held by the Sponsors as Founder Shares;

	●	“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” (as defined below)) and (ii) were issued in connection with the Founder Share Conversion upon the conversion of an equal number of shares 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 Prior 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 Prior 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 Prior Sponsor and Prior Directors and Officers, as amended by the Insider Letter Amendment (as defined below) and 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;

	●	“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 Prior 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;

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

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

	●	“Nasdaq” are to the Nasdaq Stock Market LLC;

	●	“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;

	●	“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;

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

	●	“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 Prior Sponsor and the underwriters of the Initial Public Offering in the Private Placement;

	●	“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 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, 2023;

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

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

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

	●	“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 Handover SPA (as defined below), which were consummated on August 31, 2023;

	●	“Sponsor Handover SPA” are to the Definitive Securities Purchase Agreement, effective as of August 31, 2023, into which our Sponsors entered in connection with the Sponsor Handover and whose terms are substantially consistent as those of the Sponsor Handover Term Sheet (as defined below);

	●	“Sponsor Handover Term Sheet” are to term sheet our Sponsors entered into on August 17, 2023 setting forth the terms of the Sponsor Handover;

	●	“Sponsors” are to our Prior 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;

	●	“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;

	●	“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;

	●	“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; and

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

	●	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 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.

	●	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;

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

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

	●	our officers and directors may have difficulties 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 shareholders requesting redemption;

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

	●	our shareholders may not be given the opportunity to choose the initial business 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 develop and our shareholders will 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;

	●	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 our underwriters 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 $10.65 per 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 $10.65 per 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;

	●	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;

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

	●	we have identified a material weakness in our internal control over financial reporting as of December 31, 2023. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

Period	(a) Total number of shares (or units) purchased		(b) Average price paid per share (or unit)		(c) Total number of shares (or units) purchased as part of publicly announced plans or programs		(d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
October 1 – October 31, 2023		16,045,860	$	10.54		—		—

November 1 – November 30, 2023		—		—		—		—

December 1 – December 31, 2023		—		—		—		—

	(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	66	Chairman of the Board
Thomas D. Hennessy	39	Chief Executive Officer and Director
Nick Geeza	38	Chief Financial Officer
Joseph Beck	38	Director
Anna Brunelle	56	Director
Kirk Hovde	36	Director
Matt Schindel	38	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 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’s 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 Outstanding Ordinary Shares
HCG Opportunity, LLC (our Sponsor) (2)		393,337		6.79	%		2,699,699		57.32	%		29.44	%
Daniel J. Hennessy (2)		393,337		6.79	%		2,699,699		57.32	%		29.44	%
Thomas D. Hennessy (2)		393,337		6.79	%		2,699,699		57.32	%		29.44	%
Nick Geeza		—		—			—		—			—
Joseph Beck		—		—			—		—			—
Anna Brunelle		—		—			—		—			—
Kirk Hovde		—		—			—		—			—
Matt Schindel		—		—			—		—			—
All directors and executive officers as a group (7 individuals)		393,337		6.79	%		2,699,699		57.32	%		29.44	%

Other 5% Stockholders
Compass Digital SPAC LLC (our Prior Sponsor) (3)		206,663		3.57	%		2,010,423		42.68	%		21.11	%
Radcliffe (4)		1,977,100		34.12	%		—		—			18.82	%
Sea Otter Securities Group LLC (5)		841,098		14.52	%		—		—			8.01	%
Citadel Parties (6)		752,899		12.99	%		—		—			7.17	%
First Trust Parties (7)		578,969		9.99	%		—		—			5.51	%
Polar Asset Management Partners Inc.		500,000		8.63	%		—		—			4.76	%
RiverNorth Capital Management, LLC		500,000		8.63	%		—		—			4.76	%
Hudson Bay Parties		309,025		5.33	%		—		—			2.94	%

	(1)	Unless otherwise noted, the principal business address of each of the following entities or individuals is c/o 195 US Hwy 50, Suite 208 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 Prior 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 Anchor Investors, who hold membership interests in the Prior Sponsor. The principal business address of the Prior Sponsor is 3626 N. Hall St., Suite 910, Dallas, Texas, 75219.
	(4)	According to a Schedule 13G/A filed with the SEC on February 14, 2023 by (i) Radcliffe Capital Management, L.P., a Delaware limited partnership (“Radcliffe”), (ii) RGC Management Company, LLC, a Delaware limited liability company (“RGC”), (iii) Steven B. Katznelson, a citizen of Canada, the United States of America and the United Kingdom (“Mr. Katznelson”), (iv) Christopher Hinkel, a citizen of the United States of America (“Mr. Hinkle”), (v) Radcliffe SPAC Master Fund, L.P., a Cayman Islands limited partnership (the “Master Fund”) and (vi) Radcliffe SPAC GP, LLC, a Delaware limited liability company (the “GP”, collectively with Radcliffe, RGC, Mr. Katznelson, Mr. Hinkle and the Master Fund, the “Radcliffe Parties”). The number of Public Shares held by the Radcliffe Parties is reported as of December 31, 2022, which does not reflect any redemption of shares by the Radcliffe Parties in connection with the 2023 Redemptions or any other transactions after December 31, 2022. Accordingly, the number of Public Shares and the percentages set forth in the table may not reflect the Radcliffe Parties’ current beneficial ownership. The principal business address of each of the Radcliffe Parties is 50 Monument Road, Suite 300, Bala Cynwyd, PA 19004.

		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID #100, WithumSmith+Brown, PC, New York, New York)		F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID #688, Marcum LLP, Boston, Massachusetts)		F-3
Balance Sheets as of December 31, 2023 and 2022		F-4
Statements of Operations for the years ended December 31, 2023 and 2022		F-5
Statements of Changes in Shareholders’ Deficit for the years ended December 31, 2023 and 2022		F-6
Statements of Cash Flows for the years ended December 31, 2023 and 2022		F-7
Notes to Financial Statements		F-8

Report of Independent Registered Public Accounting Firm (PCAOB ID #100, WithumSmith+Brown, PC, New York, New York)	F-2

Report of Independent Registered Public Accounting Firm (PCAOB ID #688, Marcum LLP, Boston, Massachusetts)	F-3

Financial Statements:

Balance Sheets as of December 31, 2023 and 2022	F-4

Statements of Operations for the years ended December 31, 2023 and 2022	F-5

Statements of Changes in Shareholders’ Deficit for the years ended December 31, 2023 and 2022	F-6

Statements of Cash Flows for the years ended December 31, 2023 and 2022	F-7

Notes to Financial Statements	F-8

	December 31, 2023			December 31, 2022

ASSETS
Current Assets
Cash	$	44,046		$	936,434
Prepaid expenses		35,635			340,965

Total current assets		79,681			1,277,399
Cash (Investments) held in Trust Account		55,347,556			215,521,445

Total assets	$	55,427,237		$	216,798,844

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	476,567		$	953,511
Polar Capital Investment payable – related party		90,909			-
WCL Note payable – Legacy Sponsor, current		125,000			-
Due to Sponsors		-			24,821
Accrued expenses		167,798			-

Total current liabilities		860,274			978,332
WCL Note payable – Legacy Sponsor, long term		-			267,500
Deferred underwriting fees payable		-			7,434,171
Derivative warrant liabilities		588,464			952,979

Total liabilities		1,448,738			9,632,982
Commitments and Contingencies (Note 6)		-			-
Class A Ordinary Shares subject to possible redemption, $0.0001 par value; 5,194,628 and 21,240,488 shares at $10.65 and $10.15 per share redemption value at December 31, 2023 and 2022, respectively		55,347,556			215,521,445
Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		-			-
Class A Ordinary Shares, $0.0001 par value; 200,000,000 shares authorized; 600,000 and -0- issued and outstanding at December 31, 2023 and 2022, respectively (excluding the 5,194,628 and 21,240,488 shares subject to possible redemption, respectively)		60			-
Class B Ordinary Shares, $0.0001 par value; 20,000,000 shares authorized; 4,710,122 and 5,310,122 issued and outstanding at December 31, 2023 and 2022, respectively		471			531
Common stock, value		471			531
Additional paid-in capital		-			-
Accumulated deficit		(1,369,588	)		(8,356,114	)

Total shareholders’ deficit		(1,369,057	)		(8,355,583	)

Total liabilities, Class A Ordinary Shares subject to possible redemption and shareholders’ deficit	$	55,427,237		$	216,798,844

	Year Ended December 31, 2023			Year Ended December 31, 2022

Operating expenses	$	1,926,567		$	1,173,963
Administrative expenses – related party		120,000			30,000
Non-redemption expense		3,444,008			-
Loss from operations		(5,490,575	)		(1,203,963	)
Interest earned on cash (investments) held in Trust Account	$	8,914,159		$	3,113,621
Change in fair value of derivative warrant liabilities		364,515			7,385,581
Gain on settlement of deferred underwriting fees attributable to Public Warrants		246,814			-
Gain on settlement of professional legal fees		351,409			-
Net income	$	4,386,322		$	9,295,239

Weighted average shares outstanding of Class A Ordinary Shares subject to possible redemption, basic and diluted		17,987,355			21,240,488

Basic and diluted net income per share- Class A Ordinary Shares subject to possible redemption	$	0.19		$	0.35

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

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

Weighted average shares outstanding of non-redeemable Class B Ordinary Shares Ordinary Shares, basic and diluted		5,188,478			5,310,122

Basic and diluted net income per share- non-redeemable Class B Ordinary Shares Ordinary Shares	$	0.19		$	0.35

	Shares		Amount		Shares			Amount			Capital		Deficit			Deficit
	Class A				Class B						Additional					Total
	Ordinary Shares				Ordinary Shares						Paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares			Amount			Capital		Deficit			Deficit

Balance – January 1, 2022		-	$	-		5,310,122		$	531		$	-	$	(14,534,788	)	$	(14,534,257	)
Accretion of Class A Ordinary Shares to redemption amount														(3,116,565	)		(3,116,565	)
Net income		-		-		-			-			-		9,295,239			9,295,239
Balance – December 31, 2022		-	$	-		5,310,122		$	531		$	-	$	(8,356,114	)	$	(8,355,583	)
Balance		-	$	-		5,310,122		$	531		$	-	$	(8,356,114	)	$	(8,355,583	)
Conversion of Class B Ordinary Shares to Class A Ordinary Shares		600,000		60		(600,000	)		(60	)		-		-			-
Fair value of Ordinary Shares issued in satisfaction of professional legal fees		-		-		-			-			-		523,000			523,000
Return of excess contribution capital to Legacy Sponsor		-		-		-			-			-		(49,093	)		(49,093	)
Fair value of Class B Ordinary Shares issued pursuant to Non-Redemption Agreements		-		-		-			-			3,444,008		-			3,444,008
Allocation of Polar Capital Investment payable proceeds to equity instrument		-		-		-			-			409,091		-			409,091
Accretion of Class A Ordinary Shares to redemption amount		-		-		-			-			3,853,099		2,126,297			(1,726,802	)
Net income		-		-		-			-			-		4,386,322			4,386,322
Balance - December 31, 2023		600,000	$	60		4,710,122		$	471		$	-	$	(1,369,588	)	$	(1,369,057	)
Balance		600,000	$	60		4,710,122		$	471		$	-	$	(1,369,588	)	$	(1,369,057	)

	Year ended			Year ended
	12/31/2023			12/31/2022

Cash flows from operating activities
Net income	$	4,386,322		$	9,295,239
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on cash (investments) held in Trust Account		(8,914,159	)		(3,113,621	)
Gain on settlement of professional legal fees		(351,409	)		-
Gain on settlement of deferred underwriting fees attributable to Public Warrants		(246,814	)		-
Change in fair value of derivative Warrant liabilities		(364,515	)		(7,385,581	)
Non-redemption expense		3,444,008			-
Change in operating assets and liabilities
Prepaid expenses		305,330			411,833
Account payable		397,465			85,131
Accrued expenses		167,798			-

Net cash used in operating activities		(1,175,974	)		(706,999	)

Cash flows from investing activities
Trust Account withdrawal - redemption		169,088,048			-

Net cash provided by investing activities		169,088,048			-

Cash flows from financing activities
Proceeds from Polar Capital Investment payable-related party		500,000			207,500
Repayment of Legacy Working Capital Loans		(177,500	)		-
Return of excess contribution capital to Legacy Sponsor		(49,093	)		-
Due to related party		(24,821	)		(352,081	)
Proceeds of Legacy Working Capital Loans		35,000			-
Redemption of Class A Ordinary Shares		(169,088,048	)		-

Net cash used in financing activities		(168,804,462	)		(144,581	)

Net decrease in cash		(892,388	)		(851,580	)
Cash, beginning of period		936,434			1,788,014

Cash, end of period	$	44,046		$	936,434

Supplemental disclosure of non-cash investing and financing activities

Fair value of Ordinary Shares issued in satisfaction of professional legal fees	$	523,000		$	-
Deferred underwriting fees waiver	$	7,187,357		$	-
Allocation of Polar Capital Investment payable proceeds to equity instrument	$	409,091		$	-
Accretion of Class A Ordinary Shares to redemption value	$	1,726,802		$	3,116,565

	For The Year Ended December 31, 2023		For The Year Ended December 31, 2022
Redeemable Class A Ordinary Shares
Numerator: Net income allocable to Redeemable Class A Ordinary Shares	$	3,386,561	$	7,436,191

Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares
Basic and diluted weighted average shares outstanding, Redeemable Class A Ordinary Shares		17,987,355		21,240,488
Basic and diluted net income per share, Redeemable Class A Ordinary Shares	$	0.19	$	0.35

Non-Redeemable Class A Ordinary Shares
Numerator: Net income allocable to non-redeemable Class A Ordinary Shares
Net income allocable to non-redeemable Class A Ordinary Shares	$	22,902	$	-

Denominator: Weighted Average Non-Redeemable Class A Ordinary Shares		121,644		-
Basic and diluted net income per share, non-redeemable Class A Ordinary Shares	$	0.19	$	0.00

Non-Redeemable Class B Ordinary Shares
Numerator: Net income allocable to non-redeemable Class B Ordinary Shares
Net income allocable to non-redeemable Class B Ordinary Shares	$	976,858	$	1,859,048

Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares		5,188,478		5,310,122
Basic and diluted net income per share, non-redeemable Class B Ordinary Shares	$	0.19	$	0.35

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		1,726,802
Waiver of Class A Ordinary Shares issuance costs		7,187,357
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

Description	Level	December 31, 2023		Level	December 31, 2022
Asset:
Cash (Investments) Held In Trust Account (1)	N/A	$	55,347,556	Level 1	$	215,521,445
Liabilities:
Private Placement Warrants (2)	Level 2	$	238,704	Level 2	$	386,566
Public Warrants (2)	Level 2	$	349,760	Level 1	$	566,413
Warrants