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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): October 19, 2023
COMPASS
DIGITAL ACQUISITION CORP.
(Exact
name of registrant as specified in charter)
Cayman
Islands |
|
001-40912 |
|
98-1588328 |
(State
or other jurisdiction
of
incorporation) |
|
Commission
File
number |
|
(I.R.S.
Employer
Identification
Number) |
195
US Hwy 50, Suite 208
Zephyr
Cove, NV |
|
89448 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(310)
954-9665
(Registrant’s
telephone number, including area code)
N/A
(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)) |
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Class
A ordinary shares, par value $0.0001 per share |
|
CDAQ |
|
Nasdaq
Global Market |
Redeemable
warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
|
|
CDAQW |
|
Nasdaq
Global Market |
Units,
each consisting of one Class A ordinary share and one-third of one redeemable warrant |
|
CDAQU |
|
Nasdaq
Global Market |
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 Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The
information included in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03 to the extent required
herein.
Item
5.07. |
Submission
of Matters to a Vote of Security Holders. |
On
October 19, 2023, the shareholder of the Compass Digital Acquisition Corp. (the “Company”) held an extraordinary general
meeting of shareholders (the “Shareholder Meeting”) for the following purposes:
(1) |
to
consider and vote upon a proposal to amend, by way of special resolution, the Company’s amended and restated articles of association
to extend the date by which the Company must (i) consummate a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination involving the Company, with one or more businesses or entities (an “initial business combination”);
(ii) cease all operations except for the purpose of winding up; and (iii) redeem the Company’s Class A ordinary shares, par
value US$0.0001 per share (“Class A ordinary shares”), included as part of the units sold in the Company’s initial
public offering, from October 19, 2023 to, at the latest July 19, 2024, or such earlier date as determined by the Company’s
board of directors (the “Board”) (such proposal, the “Extension Amendment Proposal); |
|
|
(2) |
to
consider and vote upon a proposal to amend, by way of special resolution, the amended and restated articles of association to permit
for the issuance of Class A ordinary shares to holders of the Company’s Class B ordinary shares, par value of US$0.0001 (“Class
B ordinary shares”), upon the exercise of the right of a holder of the Company’s Class B ordinary shares to convert such
holder’s Class B ordinary 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 an initial business combination at the election of the holder (such proposal, the “Founder Share Amendment
Proposal” and collectively with the Extension Amendment Proposal, the “Article Amendment Proposals”); and |
|
|
(3) |
to
consider and vote upon a proposal to approve, by way of ordinary resolution, the adjournment of the Shareholder Meeting to a later
date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for,
or otherwise in connection with, the approval of the Extension Amendment Proposal, the Founder Share Amendment Proposal or where
the Board has determined it is otherwise necessary (the “Adjournment Proposal”). |
As
of the record date for the Shareholder Meeting, there were 21,240,488 Class A ordinary shares and 5,310,122 Class B ordinary shares issued
and outstanding. At the Shareholder Meeting, there were 21,300,807 ordinary shares of the Company voted by proxy or in person,
which constituted a quorum.
Set
forth below are the final voting results for each of the proposals presented at the Shareholder Meeting:
Extension
Amendment Proposal
For |
|
Against |
|
Abstain |
20,470,532 |
|
830,275 |
|
0 |
Accordingly,
the Extension Amendment Proposal was approved.
Founder
Share Amendment Proposal
For |
|
Against |
|
Abstain |
20,470,510 |
|
830,275 |
|
22 |
Accordingly,
the Founder Share Amendment Proposal was approved.
As
there were sufficient votes to approve the Extension Amendment Proposal and the Founder Share Amendment Proposal, the Adjournment Proposal
was not presented to the Company’s shareholders.
Effective
upon the approval of the Article Amendment Proposals, on October 11, 2023, the amended and restated articles of association of the Company
were amended pursuant to the resolutions set forth as Annex A and Annex B to the definitive proxy statement relating to the Shareholder
Meeting filed by the Company with the Securities and Exchange Commission on September 29, 2023. Copies of such amendments to the amended
and restated articles of association of the Company are attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein
by reference.
Shareholders
holding 16,045,860 Class A ordinary shares (after giving effect to withdrawals of
redemptions) exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account
(the “Trust Account”). As a result, approximately $169.1 million
(approximately $10.54 per share) will be removed from the Trust Account to pay such
holders. Following redemptions, the Company will have 5,194,628 Class A ordinary shares
outstanding.
On October 19,
2023, HCG Opportunity, LLC and Compass Digital SPAC, LLC (collectively, the “Sponsors”) converted an aggregate of 600,000
Class B ordinary shares into Class A ordinary shares on a one-for-one basis. The Sponsors waived any right to receive funds from the
Trust Account with respect to the Class A ordinary shares received upon such conversion and acknowledged that such shares will be subject
to all of the restrictions applicable to the original Class B ordinary shares under the terms of the Letter Agreement, dated October
14, 2021, by and among the Company, the Sponsors and the other parties thereto, as amended on August 31, 2023.
Item
9.01 |
Financial
Statements and Exhibits. |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
COMPASS
DIGITAL ACQUISITION CORP. |
|
|
|
Dated:
October 20, 2023 |
By: |
/s/
Thomas Hennessy |
|
Name: |
Thomas
Hennessy |
|
Title: |
Chief
Executive Officer |
Exhibit
3.1
AMENDMENTS
TO THE
AMENDED
AND RESTATED ARTICLES OF ASSOCIATION
OF
COMPASS
DIGITAL ACQUISITION CORP.
(the
“Company”)
RESOLVED,
as a special resolution that:
Article
50.7 of the Company’s Amended and Restated 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 July 19, 2024, or either (i) such earlier date as determined
by the Directors or (ii) such later date as the Members may approve in accordance with the Articles, the Company shall:
|
(a) |
cease all
operations except for the purpose of winding up; |
|
|
|
|
(b) |
as promptly
as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, as a per-Share price, payable in
cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust
Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses),
divided by the number of then Public Shares in issue, which redemption will completely extinguish public Member’s rights as
Members (including the right to receive further liquidation distributions, if any); and |
|
|
|
|
(c) |
as promptly
as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors,
liquidate and dissolve, |
subject
in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.
Article
50.8(a) of the Company’s Amended and Restated Articles of Association be deleted in its entirety and replaced with the following
new Article 50.8(a):
50.8(a)
to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or
redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination by July 19, 2024, or such later time
as the Members may approve in accordance with the Articles; or
RESOLVED,
as a special resolution that, subject to and conditional upon the approval of the replacement of Article 50.7 of the Company’s
Amended and Restated Articles of Association immediately prior to the consideration of this resolution:
Article
17.2 of the Company’s Amended and Restated Articles of Association be deleted in its entirety and replaced with the following new
Article 17.2:
Class
B Shares shall automatically convert into Class A Shares on a one-for-one basis (the “Initial Conversion Ratio”): (a) at
any time and from time to time at the option of the holders thereof; or (b) automatically on the day of the consummation of a Business
Combination.
Article
50.10 of the Company’s Amended and Restated Articles of Association be deleted in its entirety and replaced with the following
new Article 50.10:
Except
in connection with the conversion of Class B Shares into Class A Shares pursuant to Article 17.2 hereof where the holders of such Shares
have waived any right to receive funds from the Trust Account, after the issue of Public Shares, and prior to the consummation of a Business
Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:
|
(a) |
receive funds from the Trust Account;
or |
|
|
|
|
(b) |
vote as a class with Public Shares on
a Business Combination. |
v3.23.3
Cover
|
Oct. 19, 2023 |
Document Type |
8-K
|
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false
|
Document Period End Date |
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|
Current Fiscal Year End Date |
--12-31
|
Entity File Number |
001-40912
|
Entity Registrant Name |
COMPASS
DIGITAL ACQUISITION CORP.
|
Entity Central Index Key |
0001851909
|
Entity Tax Identification Number |
98-1588328
|
Entity Incorporation, State or Country Code |
E9
|
Entity Address, Address Line One |
195
US Hwy 50
|
Entity Address, Address Line Two |
Suite 208
|
Entity Address, City or Town |
Zephyr
Cove
|
Entity Address, State or Province |
NV
|
Entity Address, Postal Zip Code |
89448
|
City Area Code |
(310)
|
Local Phone Number |
954-9665
|
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|
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|
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|
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|
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|
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|
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|
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Class
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|
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CDAQ
|
Security Exchange Name |
NASDAQ
|
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
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CDAQW
|
Security Exchange Name |
NASDAQ
|
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|
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