Compass Digital Acquisition Corp 10-Q for FY2026 Q1

Compass Digital Acquisition Corp. (CDAQF)

10-Q 2026-05-14 For: 2026-03-31

Added on May 15, 2026

About this 10-Q

Compass Digital Acquisition Corp filed this 10-Q on May 14, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).

Headline figures

Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $2.63M; compared with a net loss of $483.07K a year earlier

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Cayman Islands		N/A
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

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

		Page No.
PART I. FINANCIAL INFORMATION		1

Item 1.	Financial Statements.	1
	Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025	1
	Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025	2
	Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2026 and 2025	3
	Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	36
Item 4.	Controls and Procedures.	36

PART II. OTHER INFORMATION		37
Item 1.	Legal Proceedings.	37
Item 1A.	Risk Factors.	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	38
Item 3.	Defaults Upon Senior Securities.	39
Item 4.	Mine Safety Disclosures.	39
Item 5.	Other Information.	39
Item 6.	Exhibits.	39
SIGNATURES		40

	●	“2021 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC (as defined below) on February 24, 2022;

	●	“2021 Note Warrants” are to the warrants to purchase Class A Ordinary Shares (as defined below), 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 (as defined below), the Initial Shareholders (as defined below), Legacy Sponsor (as defined below) or an affiliate of the Initial Shareholders or Legacy Sponsor, or certain of our Prior Directors and Officers (as defined below)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 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 (as defined below) 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 (as defined below)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 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on March 25, 2025;

	●	“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 between July 15, 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;

	●	“2024 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on March 25, 2025;

	●	“2025 EGM” are to our extraordinary general meeting in lieu of an annual general meeting of shareholders held on April 16, 2025;

	●	“2025 Extension Amendment Proposal” are to the proposal at the 2025 EGM to extend the Combination Period from April 19, 2025 to April 20, 2026 (or such earlier date as determined by the Board);

	●	“2025 Non-Redemption Agreement” are to the Non-Redemption Agreement we entered into on May 8, 2025 with our Sponsor and an unaffiliated, third-party investor in exchange for such investor agreeing not to redeem the 2025 Non-Redeemed Shares (as defined below) at the 2025 EGM;

	●	“2025 Non-Redeemed Shares” are to the 100,000 Public Shares that were not redeemed at the 2025 EGM pursuant to the 2025 Non-Redemption Agreement;

	●	“2025 Redemptions” are to the 2,370,619 Public Shares whose holders properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $11.25 per share in connection with the approval of the 2025 Extension Amendment Proposal;

	●	“2026 EGM” are to our extraordinary general meeting in lieu of an annual general meeting of shareholders held on April 14, 2026;

	●	“2026 Extension Amendment Proposal” are to the proposal at the 2026 EGM to amend our Amended and Restated Articles (as defined below) to extend the Combination Period 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);

	●	“2026 Redemptions” are to the 10 Shares whose holders properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $11.76 per share in connection with the approval of the 2026 Extension Amendment Proposal;

	●	“Administrative Services Agreement” are to the Administrative Services Agreement, dated October 14, 2021, which we entered into with our Legacy Sponsor, as assigned to our Sponsor in connection with the Sponsor Handover (as defined below);

	●	“Amended and Restated Articles” 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;

	●	“Board of Directors” or “Board” are to our board of directors;

	●	“Business Combination” are to a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;

	●	“Certifying Officers” are to our Chief Executive Officer and Chief Financial Officer, 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 (i) the 57-month period, from the closing of the Initial Public Offering (as defined below) to July 20, 2026, if all three (3) of the available monthly extensions are utilized (or such earlier date as determined by the Board) as extended by the 2026 Extension Amendment Proposal approved at the 2026 EGM, that we have to consummate an initial Business Combination, or (ii) such other period in which we must consummate an initial Business Combination pursuant to an amendment to the Amended and Restated Articles and consistent with applicable laws, regulations and stock exchange rules;

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

	●	“Company Merger Sub” are to Titan Merger Sub Inc., a newly formed Delaware corporation and a direct wholly-owned subsidiary of Pubco (as defined below);

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

	●	“EEW” are to EEW Renewables Ltd, a company formed under the laws of England and Wales;

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

	●	“EEW Business Combination Agreement Parties” are to (i) the Sponsor, in its capacity as the representative from and after the closing for our shareholders of (other than the EEW Sellers (as defined below) and their successors and assignees) in accordance with the terms and conditions of the EEW Business Combination Agreement, (ii) EEW Renewables Corp, a Cayman Islands exempted company, (iii) EEW, (iv) EEW Merger Sub, a Cayman Islands exempted company, (v) the EEW Sellers, and (vi) E.E.W. Global Holding Limited, in its capacity as the representative for the EEW Sellers in accordance with the terms and conditions of the EEW Business Combination Agreement;

	●	“EEW 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 certain shares of EEW 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;

	●	“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

	●	“Extension Redemptions” are to the 2023 Redemptions, the 2024 Redemptions, the 2025 Redemptions and the 2026 Redemptions, together;

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

	●	“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 and the Class A Ordinary Shares that (i) will be issued upon the automatic conversion of the Class B Ordinary Shares at the time of our Business Combination as described herein and (ii) were issued in connection with the Founder Share Conversions upon the conversion of an equal number of Class B Ordinary Shares; for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares”;

	●	“GAAP” are to the accounting principles generally accepted in the United States of America;

	●	“GCG” are to YAS International, LLC (d/b/a Gupta Capital Group), an affiliate of our Legacy Sponsor;

	●	“Initial Public Offering” or “IPO” are to the initial public offering that we consummated on October 19, 2021;

	●	“Initial Shareholders” are to holders of our Founder Shares, including out Legacy Sponsor, prior to our Initial Public Offering;

	●	“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 amended by the 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 or directors, that purchased our securities in connection with the Initial Public Offering;

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

	●	“IPO Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $250,000 issued to an affiliate of our Legacy Sponsor on March 9. 2021;

	●	“IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC on September 14, 2021, as amended, and declared effective on October 14, 2021 (File No. 333-259502);

	●	“KMC” are to Key Mining Corp., a Delaware corporation;

	●	“KMC Business Combination” are to the transactions contemplated by the KMC Merger Agreement (as defined below) and the ancillary documents, collectively;

	●	“KMC Merger Agreement” are to the Agreement and Plan of Merger, dated January 6, 2026, which we entered into with (i) Pubco, (ii) the Merger Subs (as defined below) and (iii) KMC;

	●	“KMC Merger Agreement Amendment” are to Amendment No. 1 to the KMC Merger Agreement, dated February 5, 2026, which we entered into with (i) Pubco, (ii) the Merger Subs and (iii) KMC;

	●	“KMC Registration Statement” are to the Registration Statement on Form S-4, which includes a proxy statement/prospectus, in connection with the KMC Business Combination, initially filed by our Company and KMC with the SEC on February 6, 2026, as amended;

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

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

	●	“Merger Subs” are to Company Merger Sub and Purchaser Merger Sub (as defined below), together;

	●	“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 (as defined below) 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 the Report;

	●	“Non-Redemption Agreements” are to the 2023 Non-Redemption Agreements, the 2024 Non-Redemption Agreements and 2025 Non-Redemption Agreement, collectively;

	●	“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 (as defined below) to purchase up to an additional 3,000,000 Over-Allotment Units (as defined below) to cover over-allotments, if any, pursuant to the Underwriting Agreement (as defined below), which was partially exercised on November 30, 2021;

	●	“Over-Allotment Units” are to the 1,240,488 units that were purchased by the Underwriters pursuant to their partial exercise of the Over-Allotment Option;

	●	“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, 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, pursuant to the Private Placement Warrants Purchase Agreement (as defined below);

	●	“Private Placement Warrants” are to the warrants issued to our Legacy Sponsor 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 Titan Holdings Corp., a newly formed Delaware corporation and our direct wholly-owned subsidiary;

	●	“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 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 Warrants” are to the redeemable warrants sold as part of the Units in our Initial Public Offering (whether they were subscribed for in our Initial Public Offering or purchased in the open market);

	●	“Registration Rights Agreement” are to the Registration Rights Agreement, dated October 14, 2021, which we entered into with the Initial Shareholders and the holders party thereto, including parties of the Registration Rights Agreement Joinder (as defined below);

	●	“Registration Rights Agreement Joinder” are to the joinder to the Registration Rights Agreement entered into by our Sponsor in connection with the Sponsor Handover;

	●	“Report” are to this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026;

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

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

	●	“SPAC” are to a special purpose acquisition company;

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

	●	“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;

	●	“Underwriters” are to the several underwriters of the Initial Public Offering, collectively;

	●	“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 Underwriters;

	●	“Units” are to the units sold in our Initial Public Offering, with each Unit consisting of one Public Share and one-third of one Public Warrant;

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

	●	“Working Capital Loans” are to the 2021 Working Capital Loan and the 2024 Working Capital Loan, together.

	March 31, 2026 (unaudited)			December 31, 2025

ASSETS
Current assets
Cash	$	16,575		$	972
Prepaid expenses		2,878			—
Due from sponsor		114,586			157,036
Total current assets		134,039			158,008
Cash held in Trust Account		1,302,409			1,293,496
Total assets	$	1,436,448		$	1,451,504

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	453,113		$	397,294
Accrued expenses		1,287,598			774,904
Polar Capital Investment payable – related party		261,520			261,520
Non-redemption liability		6,025,173			6,025,173
2021 Promissory Note - Legacy Sponsor		125,000			125,000
Working Capital Loans		1,826,295			1,685,872
Total current liabilities		9,978,699			9,269,763
Derivative warrant liabilities		2,144,201			238,244
Total liabilities		12,122,900			9,508,007

Commitments and Contingencies (Note 6)		-			-

Class A Ordinary Shares subject to possible redemption, $0.0001 par value; 110,866 shares at $11.75 and $11.67 per share redemption value at March 31, 2026 and December 31, 2025, respectively		1,302,409			1,293,496

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at March 31, 2026 and December 31, 2025		—			—
Class A Ordinary Shares, $0.0001 par value; 200,000,000 shares authorized; 3,200,000 shares issued and outstanding (excluding the 110,866 shares subject to possible redemption, respectively) at March 31, 2026 and December 31, 2025		320			320
Class B Ordinary Shares, $0.0001 par value; 20,000,000 shares authorized, 2,110,122 issued and outstanding at March 31, 2026 and December 31, 2025		211			211
Ordinary Shares, value		211			211
Additional paid-in capital		196,902			205,815
Accumulated deficit		(12,186,294	)		(9,556,345	)
Total shareholders’ deficit		(11,988,861	)		(9,349,999	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	1,436,448		$	1,451,504

	For The Three Months Ended March 31, 2026			For The Three Months Ended March 31, 2025

General and administrative expense	$	702,905		$	460,342
Non-redemption expense		—			111,374
Administrative expenses – related party		30,000			30,000
Loss from operations		(732,905	)		(601,716	)

Other income (expense)
Interest earned on cash held in Trust Account	$	8,913		$	242,531
Change in fair value of derivative warrant liabilities		(1,905,957	)		(123,886	)
Total other (expense) income		(1,897,044	)		118,645
Net loss	$	(2,629,949	)	$	(483,071	)

Weighted average shares outstanding of Class A Ordinary Shares subject to possible redemption, basic and diluted		110,866			2,481,485

Basic and diluted net loss per share- Class A Ordinary Shares subject to possible redemption	$	(0.49	)	$	(0.06	)

Weighted average shares outstanding of non-redeemable Class A Ordinary Shares, basic and diluted		3,200,000			3,200,000

Basic and diluted net loss per share- non-redeemable Class A Ordinary Shares	$	(0.49	)	$	(0.06	)

Weighted average shares outstanding of non-redeemable Class B Ordinary Shares, basic and diluted		2,110,122			2,110,122

Basic and diluted net loss per share- non-redeemable Class B Ordinary Shares	$	(0.49	)	$	(0.06	)

	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 as of January 1, 2026		3,200,000	$	320		2,110,122	$	211	$	205,815		$	(9,556,345	)	$	(9,349,999	)
Accretion of Class A Ordinary Shares to redemption amount		—		—		—		—		(8,913	)		—			(8,913	)
Net loss		—		—		—		—		—			(2,629,949	)		(2,629,949	)
Balance as of March 31, 2026 (unaudited)		3,200,000	$	320		2,110,122	$	211	$	196,902		$	(12,186,294	)	$	(11,988,861	)

	For The Three Months Ended			For The Three Months Ended
	March 31, 2026			March 31, 2025

Cash flows from operating activities
Net loss	$	(2,629,949	)	$	(483,071	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on cash or investments held in Trust Account		(8,913	)		(242,531	)
Non-redemption expense		—			111,374
Change in fair value of derivative Warrant liabilities		1,905,957			123,886
Change in operating assets and liabilities
Prepaid expenses		(2,878	)		(9,314	)
Due from Sponsor		42,450			—
Accounts payable		55,819			93,600
Accrued expenses		512,694			113,720
Net cash used in operating activities		(124,820	)		(292,336	)

Cash flows from financing activities
Proceeds from Working Capital Loans		140,423			266,019
Net cash provided by financing activities		140,423			266,019

Net increase (decrease) in cash		15,603			(26,317	)
Cash, beginning of period		972			27,720
Cash, end of period	$	16,575		$	1,403

	For The Three Months Ended March 31, 2026			For The Three Months Ended March 31, 2025
Redeemable Class A Ordinary Shares
Numerator: Net loss allocable to Redeemable Class A Ordinary Shares	$	(53,786	)	$	(153,849	)

Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares
Basic and diluted weighted average shares outstanding, Redeemable Class A Ordinary Shares		110,866			2,481,485
Basic and diluted net loss per share, Redeemable Class A Ordinary Shares	$	(0.49	)	$	(0.06	)

Non-Redeemable Class A Ordinary Shares
Numerator: Net loss allocable to non-redeemable Class A Ordinary Shares
Net income allocable to non-redeemable Class A Ordinary Shares	$	(1,552,454	)	$	(198,397	)

Denominator: Weighted Average Non-Redeemable Class A Ordinary Shares		3,200,000			3,200,000
Basic and diluted net loss per share, non-redeemable Class A Ordinary Shares	$	(0.49	)	$	(0.06	)

Non-Redeemable Class B Ordinary Shares
Numerator: Net loss allocable to non-redeemable Class B Ordinary Shares
Net loss allocable to non-redeemable Class B Ordinary Shares	$	(1,023,709	)	$	(130,825	)

Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares		2,110,122			2,110,122
Basic and diluted net loss per share, non-redeemable Class B Ordinary Shares	$	(0.49	)	$	(0.06	)

	●	in whole and not in part;

	●	at a price of $0.01 per Public Warrant;

	●	upon a minimum of 30 days’ prior written notice of redemption, which is referred to as the 30-day redemption period; and

	●	if, and only if, the closing price of the Class A Ordinary Shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”).

	●	in whole and not in part;

	●	at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive the number of shares determined by reference to the table set forth under “Description of Securities - Warrants - Public Shareholders’ Warrants” in the IPO Registration Statement based on the redemption date and the “fair market value” of the Class A Ordinary Shares;

	●	if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like); and

	●	if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like), the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding Public Warrants, as described above.

Class A Ordinary Shares subject to possible redemption at December 31, 2024	$	27,637,300
Plus:
Accretion of Class A Ordinary Shares to redemption value		344,811
Less:
Redemption of Class A Ordinary Shares		(26,688,615	)
Class A Ordinary Shares subject to possible redemption at December 31, 2025		1,293,496
Plus:
Accretion of Class A Ordinary Shares to redemption value		8,913
Class A Ordinary Shares subject to possible redemption at March 31, 2026	$	1,302,409

Description	Level	March 31, 2026		Level	December 31, 2025
Liabilities:
Private Placement Warrants ⁽¹⁾	Level 2	$	869,772	Level 2	$	96,641
Public Warrants ⁽¹⁾	Level 2	$	1,274,429	Level 2	$	141,603
Non-redemption Liability ⁽¹⁾	Level 3	$	6,025,173	Level 3	$	6,025,173
Polar Capital Investment Payable	Level 3	$	261,520	Level 3	$	261,520

	Private Placement		Public		Warrant Liabilities

Fair value as of December 31, 2025	$	96,641	$	141,603	$	238,244
Change in fair value ⁽¹⁾		773,131		1,132,826		1,905,957
Fair value as of March 31, 2026	$	869,772	$	1,274,429	$	2,144,201

	Private Placement		Public		Warrant Liabilities

Fair value as of December 31, 2024	$	48,321	$	70,802	$	119,123
Change in fair value ⁽¹⁾		50,253		73,633		123,886
Fair value as of March 31, 2025	$	98,574	$	144,435	$	243,009

No.		Description of Exhibit
2.1		Agreement and Plan of Merger, dated as of January 6, 2026, by and among the Company, Titan Holdings Corp., Titan SPAC Merger Sub Corp., Titan Merger Sub Inc. and Key Mining Corp. +† (1)
2.2		Amendment No. 1 to the Merger Agreement, dated as of February 5, 2026, by and among the Company, Titan Holdings Corp., Titan SPAC Merger Sub Corp., Titan Merger Sub Inc. and Key Mining Corp. (2)
10.1		Form of Voting Agreement, dated as of January 6, 2026, by and among the Company, Key Mining Corp. and the shareholder of Key Mining Corp. party thereto. † (1)
10.2		Sponsor Letter Agreement, dated as of January 6, 2026, by and among the Sponsor, the Company and Key Mining Corp. † (1)
10.3		Insider Letter Amendment, dated as of January 6, 2026, by and among the Company, Titan Holdings Corp., HCG Opportunity, LLC and the other parties thereto. (1)
10.4		Form of Seller Registration Rights Agreement. † (1)
10.5		Form of Founder Registration Rights Agreement Amendment. (1)
31.1		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2		Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS		Inline XBRL Instance Document.*
101.SCH		Inline XBRL Taxonomy Extension Schema Document.*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104		Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

*	Filed herewith.
**	Furnished herewith.
+	Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. CDAQ will provide a copy of such omitted materials to the SEC or its staff upon request.
†	Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.

(1)	Incorporated by reference to the Company’s Current Report on Form 8-K, as filed with the SEC on January 12, 2026.
(2)	Incorporated by reference to the Company’s Current Report on Form 8-K, as filed with the SEC on February 6, 2026.

	Compass Digital Acquisition Corp.

Date: May 14, 2026	By:	/s/ Thomas D. Hennessy
	Name:	Thomas D. Hennessy
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: May 14, 2026	By:	/s/ Nicholas Geeza
	Name:	Nicholas Geeza
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

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

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

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

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

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

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

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

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

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

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

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

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