CDAQF 8-K
Compass Digital Acquisition Corp. (CDAQF)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| N/A | ||||
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
(Address of principal executive offices)
(Zip Code)
Registrant’s
telephone number, including area code:
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On April 14, 2026, Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), held an extraordinary general meeting of shareholders in lieu of an annual general meeting of shareholders (the “Meeting”). The final prospectus filed with the U.S. Securities and Exchange Commission by the Company on October 18, 2021 and the Company’s amended and restated memorandum and articles of association (as amended and currently in effect, the “Articles”) provided that the Company initially had until October 19, 2023 (the date that was 24 months after the consummation of the Company’s initial public offering on October 19, 2021 (the “IPO”) to complete a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”, and such period, the “Combination Period”). On October 19, 2023, the Company’s shareholders approved an amendment to the Articles to extend the end of the Combination Period from October 19, 2023 to July 19, 2024. On July 18, 2024, the Company’s shareholders approved, among other things, an amendment to the Articles to further extend the end of the Combination Period from July 19, 2024 to December 19, 2024, and then on a monthly basis up to four (4) times until April 19, 2025, or such earlier date as determined by the Company’s board of directors (the “Board”). On April 16, 2025, the Company’s shareholders approved, among other things, an amendment to the Articles to further extend the end of the Combination Period from April 19, 2025 to April 20, 2026, or such earlier date as determined by the Board.
At the Meeting, the Extension Amendment Proposal (as defined below) to further amend the Articles (the “Extension Amendment”) was approved. Under the law of the Cayman Islands, upon approval of the Extension Amendment Proposal by the affirmative vote of a majority of at least two-thirds (2/3) of the votes cast by the holders of the Company’s (i) Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and (ii) Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares,” and together with the Class A Ordinary Shares, the “Ordinary Shares”) voting as a single class, who, being entitled to do so, voted in person (including shareholders who voted online) or by proxy at the Meeting, the Extension Amendment became effective. The Company filed the Extension Amendment with the Cayman Islands Registrar of Companies on April 16, 2026.
The foregoing description of the Extension Amendment is qualified in its entirety by reference to the Extension Amendment, a copy of which is filed hereto as Exhibit 3.1 and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Meeting, the Company’s shareholders were presented with proposals to approve, by way of special resolution, the Extension Amendment to extend the date by which the Company must consummate a Business Combination on a monthly basis, up to three (3) times, from April 20, 2026 through July 20, 2026, or such earlier date as determined by the Board (the “Extension Amendment Proposal”).
Also at the Meeting, the Company’s shareholders were presented with a proposal to ratify, by way of ordinary resolution, the selection by the Board’s Audit Committee of WithumSmith+Brown, PC to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2026 (the “Auditor Ratification Proposal” and together with the Extension Amendment Proposal, the “Proposals”).
The Extension Amendment Proposal was approved with the following vote from the holders of the Ordinary Shares:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 5,410,356 | 3 | 0 | 2,675 | |||||||||||
The Auditor Ratification Proposal was approved with the following vote from the holders of the Ordinary Shares:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 5,413,031 | 3 | 0 | 0 | |||||||||||
A proposal to adjourn the Meeting, by way of ordinary resolution, to a later date or dates or indefinitely, if necessary, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the approval of any of the Proposals was not presented because there were enough votes to approve the Proposals.
In connection with the votes to approve the Extension Amendment Proposal, the holders of 10 Class A Ordinary Shares included as part of the units in the IPO (the “Public Shares”) properly exercised their right to redeem such shares for cash at a redemption price of approximately $11.76 per share, for an aggregate redemption amount of approximately $118 (the “Meeting Redemptions”). Following the Meeting Redemptions, there are 110,856 Public Shares currently issued and outstanding
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. | Description of Exhibits | |
| 3.1 | Fourth Amendment to Amended and Restated Memorandum and Articles of Association of the Company. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COMPASS DIGITAL ACQUISITION CORP. | ||
| By: | /s/ Nick Geeza | |
| Name: | Nick Geeza | |
| Title: | Chief Financial Officer | |
Date: April 16, 2026
Exhibit 3.1
FOURTH AMENDMENT TO THE
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION OF
COMPASS DIGITAL ACQUISITION CORP.
RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY
RESOLVED, as a special resolution that:
Article 50.7 of the Company’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 50.7:
50.7 In the event that the Company does not consummate a Business Combination by April 20, 2026 (the “Deadline Date”) or either (i) such earlier date as determined by the Directors or (ii) such later date as the Members may approve in accordance with the Articles, provided that the Deadline Date shall be automatically extended for up to three (3) additional one month periods to July 20, 2026 in the event that the Directors do not determine an earlier date by which the Company must consummate a Business Combination prior to the then existing Deadline Date pursuant to Article 50.7(i), the Company shall:
| (a) | cease all operations except for the purpose of winding up; | |
| (b) | as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, as a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Member’s rights as Members (including the right to receive further liquidation distributions, if any); and | |
| (c) | as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law. |