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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
10, 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)
3626
N Hall St, Suite 910,
Dallas,
TX 75219
(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
1.01. Entry into a Material Definitive Agreement.
On
October 10, 2023, HCG Opportunity, LLC (the “Sponsor”) and Compass Digital Acquisition Corp. (the “Company”)
entered into an agreement (“Non-Redemption Agreement”) with an unaffiliated third party investor in exchange for such investor
agreeing not to redeem an aggregate of 140,000 Class A ordinary shares (“Non-Redeemed Shares”) at the extraordinary
general meeting called by the Company (the “Meeting”) to approve a proposal to amend the Company’s amended and restated
articles of association (the “Charter”) to extend the date by which the Company must consummate an initial business combination
(the “Extension Amendment Proposal”) from October 19, 2023 to July 19, 2024 (the “Extension”) and to approve
a proposal to amend the Charter to permit the issuance of Class A ordinary shares to holders of the Class B ordinary shares, upon the
exercise of the right of a holder of the Class B ordinary shares to convert such 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 (the “Founder
Share Amendment Proposal”). In exchange for the foregoing commitment with the Company not to redeem the Non-Redeemed Shares,
the Sponsor has agreed to transfer to such investor an aggregate of 21,000 Class B ordinary shares of the Company held
by the Sponsor, promptly following the closing of the Company’s initial business combination (but no later than two business days
after the satisfaction of the requisite conditions to such transfer) if they do not exercise their redemption rights with respect to
the Non-Redeemed Shares in connection with the Meeting and the Extension Amendment Proposal is approved. The Non-Redemption Agreement
is not expected to increase the likelihood that the Extension Amendment Proposal is approved by the Company’s shareholders at the
Meeting but will increase the amount of funds that remain in the Company’s trust account established in connection with the
Company’s initial public offering (the “Trust Account”) following the Meeting. The Company may enter into additional,
similar non-redemption agreements in connection with the Meeting. The foregoing summary of the Non-Redemption Agreement does not purport
to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement attached hereto as Exhibit 10.1,
which is incorporated herein by reference.
Item
8.01. Other Events
On
October 10, 2023, the Company announced the postponement of the Meeting until 1:00 PM Eastern time on October 19, 2023. Accordingly,
the deadline for a demand for redemption of the Class A ordinary shares has been extended to 5:00 PM Eastern time on October 17, 2023.
Shareholders who have previously submitted their proxies or otherwise voted and who do not want to change their vote need not take any
action. Shareholders as of the September 21, 2023 record date can vote, even if they have subsequently sold their shares. Shareholders
who wish to withdraw their previously submitted redemption request may do so by requesting that the transfer agent return such shares
prior to the rescheduled meeting on October 19, 2023. A copy of the press release issued by the Company postponing the Meeting is
attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
If
the Founder Share Amendment Proposal is approved at the Meeting, the Sponsor and Compass Digital SPAC, LLC (the “Old Sponsor”)
may elect to convert their Class B ordinary shares (the “Class B Conversion”) to Class A ordinary shares at any time following
the Meeting in accordance with the Charter. Notwithstanding any Class B Conversion, the Sponsor and the Old Sponsor will not be entitled
to receive any funds from the Trust Account (through redemptions or otherwise) in respect of any Class A ordinary shares they receive
pursuant to the Class B Conversion, and such Class A ordinary shares will continue to be subject to the same restrictions applicable
to the Class B ordinary shares under the Letter Agreement dated October 14, 2021 with the Company.
In
connection with the Extension Amendment Proposal, shareholders may elect to redeem their public shares (an “Election”)
at 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 to pay its taxes, divided by the number of then
outstanding public shares. Based upon the amount in the Trust Account as of October 5, 2023, which was approximately $223.41
million, the preliminary estimated per-share price at which public shares will be redeemed in connection with an Election will be
approximately $10.54 at the time of the Meeting. The closing price of the public shares on Nasdaq on October 9, 2023 was $10.51. The
Company cannot assure shareholders that they will be able to sell their public shares in the open market, even if the market price
per share is higher than the preliminary estimated per-share redemption price stated above, as there may not be sufficient liquidity
in the Company’s securities when such shareholders wish to sell their shares.
Forward
Looking Statements
The
information included herein may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Statements regarding likelihood of the approval of the Extension Amendment Proposal, the Founder
Share Amendment Proposal, the likelihood, timing or quantum of the Class B Conversion, the amount of cash in the Company’s trust
account or our preliminary estimated per-share redemption price, as well as all other statements other than statements of historical
fact included in this document are forward-looking statements. When used in this document, words such as “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,”
“plan,” “possible,” “potential,” “predict,” “project,” “should,”
“would” and similar expressions, as they relate to us or our management team, identify forward-looking statements, but the
absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements are based on the beliefs
of management, as well as assumptions made by, and information currently available to, the Company’s management. Forward-looking
statements are not guarantees of future performance, and actual results could differ materially from those contemplated by the forward-looking
statements, so undue reliance should not be placed on forward-looking statements. Forward-looking statements are subject to numerous
conditions, risks, and uncertainties, many of which are beyond the control of the Company, including those set forth in the “Risk
Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the U.S. Securities
and Exchange Commission (the “SEC”), under the “Risk Factors” section in the Company’s definitive
proxy statement (the “Proxy Statement”) relating to the Meeting, filed by the Company with the SEC on September 29,
2023, and in other reports filed by the Company with the SEC. The Company assumes no obligation and does not intend to update or revise
these forward-looking statements, whether as a result of new information, future events or otherwise.
No
Offer or Solicitation
This
communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Additional
Information and Where to Find It
The
Company urges investors, shareholders and other interested persons to read the Proxy Statement as well as other documents filed by the
Company with the SEC, because these documents will contain important information about the Company and the Extension Amendment Proposal.
Shareholders may obtain copies of the Proxy Statement, any amendments or supplements thereto and other documents containing important
information about the Company, once such documents are filed with the SEC, without charge, at the SEC’s website at www.sec.gov
or by directing a request to the Company’s proxy solicitor, Morrow Sodali LLC, at 33 Ludlow Street, 5th Floor, South Tower,
Stamford, CT 06902, Toll-Free (800) 662-5200 or (203) 658-9400, Email: CDAQ.info@investor.morrowsodali.com.
Participants
in Solicitation
The
Company and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from
the Company’s shareholders in respect of the Extension Amendment Proposal. Information regarding the Company’s directors
and executive officers is available in its annual report on Form 10-K filed with the SEC. Additional information regarding the participants
in the proxy solicitation and a description of their direct and indirect interests are contained in Proxy Statement, which may be obtained
free of charge from the sources indicated above.
Item
9.01. Financial Statements and Exhibits.
(d)
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. |
|
|
|
Date:
October 10, 2023 |
By:
|
/s/
Thomas Hennessy |
|
Name: |
Thomas Hennessy |
|
Title: |
Chief Executive Officer |
Exhibit
10.1
NON-REDEMPTION
AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST
This
Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of [ ], 2023 by and
among Compass Digital Acquisition Corp. (“CDAQ” or the “Company”), HCG Opportunity, LLC, a Delaware
limited liability company (the “Sponsor”), and the undersigned investor[s] ([collectively, ]the “Investor”).
RECITALS
WHEREAS,
the Sponsor currently holds CDAQ Class B ordinary shares, par value $0.0001 per share, initially purchased in a private placement prior
to CDAQ’s initial public offering (the “Founder Shares”);
WHEREAS,
CDAQ expects to hold an extraordinary general meeting of shareholders (as adjourned or postponed from time to time, the “Meeting”)
for the purpose of approving, among other things, an amendment to CDAQ’s Amended and Restated Articles of Association (the “Charter”)
to extend the date by which CDAQ must consummate an initial business combination (the “Initial Business Combination”)
by from October 19, 2023 to July 19, 2024 (the “Extension”);
WHEREAS,
the Charter provides that a shareholder of CDAQ may elect to redeem its Class A ordinary shares, par value $0.0001 per share, initially
sold as part of the units in CDAQ’s initial public offering (whether they were purchased in CDAQ’s initial public offering
or thereafter in the open market) (the “Public Shares” and together with the Founder Shares, the “Ordinary
Shares”) in connection with the proposal to amend the Charter to effectuate the Extension upon the terms and subject to the
conditions set forth in the Charter (“Redemption Rights”); and
WHEREAS,
subject to the terms and conditions of this Agreement, the Sponsor desires to transfer to the Investor, and the Investor desires to acquire
from the Sponsor, that number of Founder Shares set forth opposite such Investor’s name on Exhibit A (the “Assigned
Securities”), to be transferred to the Investor in connection with CDAQ’s completion of its Initial Business Combination,
and, prior to the transfer of the Assigned Securities to the Investor, the Sponsor desires to assign the economic benefits of the Assigned
Securities to the Investor.
NOW
THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Investor, the Company and the Sponsor hereby agree as follows:
| 1.1. | Upon
the terms and subject to the conditions of this Agreement, if (a) as of 5:30 PM, New York
time, on the date of the Meeting, the Investor holds the Investor Shares (as defined below), (b) the Investor
does not exercise (or exercised and validly rescinds) its Redemption Rights with respect
to all of the Investor Shares in connection with the Meeting, and (c) the Extension is approved
at the Meeting and implemented by the Company, then the Sponsor hereby agrees to assign to
the Investor for no additional consideration the Assigned Securities set forth on Exhibit
A, and the Sponsor further agrees to assign to the Investor the Economic Interest (as
defined below) associated with the Assigned Securities that the Sponsor has agreed to assign
to the Investor. “Investor Shares” shall mean an amount of the Public
Shares equal to the lesser of (i) [ ] Public Shares, and (ii) 9.9% of the Public Shares outstanding
after the Extension and the events occurring substantially concurrent therewith, including
the redemptions of Class A ordinary shares, including those Public Shares subject to non-redemption
agreements with other CDAQ shareholders similar to this Agreement on or about the date of
the Meeting; provided, however, that if the number of Investor Shares is less than [ ], the
number of Assigned Securities shall be reduced proportionately. The Sponsor and CDAQ agree
to provide the Investor with the final number of the Investor Shares subject to this Agreement
no later than 9:30 a.m. Eastern on the last business day before the date of the Meeting (and
in all cases a sufficient amount of time to allow the Investor to reverse any exercise of
Redemption Rights with regard to any Investor Shares). |
| 1.2. | The
Sponsor and the Investor hereby agree that the assignment of the Assigned Securities shall
be subject to the conditions that (i) the Initial Business Combination is consummated; and
(ii) the Investor (or its permitted transferees (as provided by Section 7(c) of that certain
Letter Agreement, dated October 14, 2021, by and among CDAQ, the Sponsor, Compass Digital
SPAC LLC, a Delaware limited liability company (the “Original Sponsor”),
and CDAQ’s current and former officers and directors (as amended and as it exists on
the date hereof, the “Letter Agreement”)) executes a joinder to the Letter
Agreement set forth as Exhibit B to this Agreement. The Company and the Sponsor acknowledge
and agree that the voting, Trust Account (as defined in the Letter Agreement) and liquidating
distribution restrictions contained in the Letter Agreement (or any other restrictions contained
therein) shall only apply to the Assigned Securities and not any Public Shares (including
the Investor Shares), and that the obligations with respect to the “Ordinary Shares”
referenced in Sections 1 and 2 of the Letter Agreement shall not apply to or restrict Investor,
other than with respect to the Assigned Securities (the “Carve-Out”). |
Upon
the satisfaction of the foregoing conditions, as applicable, the Sponsor shall transfer the Assigned Securities to the Investor (or its
permitted transferees as provided by Section 7(c) of that certain Letter Agreement) promptly following the closing of the Initial Business
Combination (and in any event no later than two (2) business days after the satisfaction of the foregoing conditions) free and clear
of any liens or other encumbrances, other than pursuant to Section 7 of the Letter Agreement (but subject to the Carve-Out), restrictions
on transfer imposed by the securities laws, and any other agreement relating to the Founder Shares entered into in connection with the
Initial Business Combination (which shall be no less favorable or more restrictive than what is agreed to by the Sponsor). The Sponsor
and CDAQ covenant and agree to facilitate such transfer to the Investor (or its permitted transferees as provided by Section 7(c) of
that certain Letter Agreement) in accordance with the foregoing.
| 1.3. | Adjustment
to Share Amounts. If at any time the number of outstanding Founder Shares is increased
or decreased by a consolidation, combination, split or reclassification of the Founder Shares
or other similar event, then, as of the effective date of such consolidation, combination,
split, reclassification or similar event, all share numbers referenced in this Agreement
shall be adjusted in proportion to such increase or decrease in the Founder Shares. |
| 1.4. | Merger
or Reorganization, etc. If prior to the assignment of the Assigned Shares to the Investor
there shall occur any reorganization, recapitalization, reclassification, consolidation or
merger involving CDAQ in which its Ordinary Shares are converted into or exchanged for securities,
cash or other property, then, following any such reorganization, recapitalization, reclassification,
consolidation or merger, in lieu of Ordinary Shares, the Sponsor shall transfer, with respect
to each Founder Share to be transferred hereunder, promptly after and upon the Sponsor’s
receipt thereof, the kind and amount of securities, cash or other property into which such
Assigned Securities converted or were exchanged. |
| 1.5. | Forfeitures,
Transfers, etc. The Investor shall not be subject to forfeiture, surrender, claw-back,
transfers, disposals, exchanges or earn-outs for any reason on the Assigned Securities. The
Investor acknowledges that prior to, or at the time of, the Initial Business Combination,
the managers of the Sponsor have the authority to cause the Sponsor to subject the Founder
Shares to earn-outs, forfeitures, transfers or other restrictions, or amend the terms under
which the Founder Shares were issued or any restrictions or other provisions relating to
the Founder Shares set forth in the instruments establishing the same (including voting in
favor of any such amendment) or enter into any other arrangements with respect to the Founder
Shares, and that the managers are authorized to effectuate such earn-outs, forfeitures, transfers,
restrictions, amendments or arrangements, including arrangements relating to the relaxation
or early release of restrictions, in such amounts and pursuant to such terms as they determine
in their sole and absolute discretion for any reason. Sponsor acknowledges and agrees that
any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements shall
apply only to the Founder Shares other than the Assigned Securities and the terms and conditions
applicable to the Assigned Securities and the Economic Interest shall not be changed or the
number reduced as a result of any such earn-outs, forfeitures, transfers, restrictions, amendments
or arrangements. |
| 1.6. | Delivery
of Shares; Other Documents. At the time of the transfer of Assigned Securities hereunder,
the Sponsor shall deliver the Assigned Securities to the Investor by transfer of book-entry
shares effected through CDAQ’s transfer agent. The parties to this Agreement agree
to execute, acknowledge and deliver such further instruments and to do all such other acts,
as may be necessary or appropriate to carry out the purposes and intent of this Agreement. |
| 1.7. | Assignment
of Registration Rights. Concurrent with the transfer of Assigned Securities to the Investor
under this Agreement, the Sponsor shall assign all of its rights, duties and obligations
to the Investor with respect to the Assigned Securities under that certain Registration Rights
Agreement, dated October 14, 2021, by and among CDAQ, the Sponsor, the Original Sponsor,
and its current and former directors and officers (as it exists on the date of the Agreement,
the “Registration Rights Agreement”), and hereby represents and confirms
to the Investor that, upon the Investor’s receipt of the Assigned Securities and compliance
with the last sentence of this Section 1.7, (i) the Investor shall become a “Holder”
under the Registration Rights Agreement and (ii) the Assigned Securities shall be “Registrable
Securities” under the Registration Rights Agreement. This Agreement constitutes the
Sponsor’s written notice to CDAQ of such assignment in accordance with the Registration
Rights Agreement (if required). The Investor shall execute a Joinder (as defined below) set
forth as Exhibit B to this Agreement after the Initial Business Combination, pursuant
to which, Investor will be bound by the terms and provisions of the Registration Rights Agreement
as a “Holder” thereunder with respect to the Assigned Securities (upon acquisition
thereof) as “Registrable Securities” thereunder. |
| 1.8. | Joinder
to Letter Agreement and Registration Rights Agreement. In connection with the transfer
of the Assigned Securities to the Investor, the Investor shall execute a joinder to the Letter
Agreement and the Registration Rights Agreement in substantially the form attached here to
as Exhibit B (the “Joinder”) pursuant to which the Investor shall
agree with CDAQ, in accordance with Section 7 of the Letter Agreement, to be bound by the
transfer restrictions set forth in, and to be subject to, solely Section 7 of the Letter
Agreement (but subject to the Carve-Out), solely with respect to the Assigned Securities
and to be bound by the terms and provisions of the Registration Rights Agreement as a “Holder”
thereunder with respect to the Assigned Securities (upon acquisition thereof) as “Registrable
Securities” thereunder and CDAQ hereby agrees to execute the Joinder after the Initial
Business Combination in connection with the transfer of the Assigned Securities from the
Sponsor to the Investor. Notwithstanding anything in this Agreement or the Joinder to the
contrary, the Investor shall be released with respect to the Assigned Securities from any
transfer or lock-up restrictions under the Letter Agreement or the Registration Rights Agreement
to the same proportional extent as the Sponsor is released from such restrictions with respect
to its remaining Founder Shares. |
| 1.9. | Termination.
This Agreement and each of the obligations of the undersigned shall terminate on the earlier
of (a) the failure of CDAQ’s shareholders to approve the Extension at the Meeting or
the determination of the Company not to proceed to effect the Extension, (b) the fulfillment
of all obligations of parties hereto, (c) the liquidation or dissolution of CDAQ, (d) the
mutual written agreement of the parties hereto; or (e) if the Investor exercises its Redemption
Rights with respect to any Investor Shares in connection with the Meeting and such Investor
Shares are actually redeemed in connection with the Meeting. Notwithstanding any provision
in this Agreement to the contrary, the Sponsor’s obligation to transfer the Assigned
Securities or assign the Economic Interest to the Investor shall be conditioned on (i) the
satisfaction of the conditions set forth in Section 1.2, Section 1.7, and Section
1.8 hereof and (ii) the Investor Shares not being redeemed in connection with the Meeting. |
2. | Assignment
of Economic Interest. |
| 2.1. | Upon
satisfaction of the conditions set forth in Section 1.1, the Sponsor hereby assigns to the
Investor all of its economic right, economic title and economic interest in and to that number
of Assigned Securities set forth on Exhibit A (the “Economic Interest”),
subject to adjustment as set forth in Section 2.2. The Economic Interest represents the Sponsor’s
right to receive dividends and other distributions with respect to that number of Assigned
Securities set forth on Exhibit A represented by the Founder Shares held directly
by the Sponsor. |
| 2.2. | If
at any time the number of outstanding Founder Shares is increased or decreased by a consolidation,
combination, split or reclassification or other similar event, then, as of the effective
date of such consolidation, combination, split, reclassification or similar event, all share
numbers referenced in this Agreement, including the number of shares underlying the Economic
Interest shall be adjusted in proportion to such increase or decrease in outstanding Founder
Shares. The foregoing shall not apply to (i) any increase or decrease in the number of authorized
Founder Shares or (ii) a reclassification of the share capital of CDAQ, in each case in connection
with the closing of the Initial Business Combination. |
| 2.3. | The
Investor acknowledges and agrees that it is not a member of the Sponsor, it has no right
to vote on matters of the Sponsor as a result of the Assigned Securities or Economic Interest,
or to vote with respect to any Assigned Securities, and it has no right to vote Assigned
Securities prior to transfer of any such shares to the Investor pursuant to this Agreement. |
| 2.4. | The
Investor acknowledges and agrees that if it has a right pursuant to its Economic Interest
to receive any dividends or other distributions paid in Ordinary Shares or other non-cash
property, the Sponsor shall transfer all of its right, title and interest in such dividends
or distributions concurrently with the transfer of the Assigned Securities to the Investor
pursuant to Section 1. |
| 2.5. | If
the conditions to the transfer of the Founder Shares in Section 1 are not satisfied
with respect to any Founder Shares, then the Investor shall automatically assign its Economic
Interests in such Founder Shares back to the Sponsor, for no consideration. |
| 3. | Representations
and Warranties of the Investor. The Investor represents and warrants to, and agrees with,
the Sponsor that: |
| 3.1. | No
Government Recommendation or Approval. The Investor understands that no federal or state
agency has passed upon or made any recommendation or endorsement of the offering of the Assigned
Securities. |
| 3.2. | Accredited
Investor. The Investor is an institutional “accredited investor” within the
meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the
“Securities Act”) or a “qualified institutional buyer” as
defined in Rule 144A under the Securities Act, and acknowledges that the sale contemplated
hereby is being made in reliance, among other things, on a private placement exemption to
“accredited investors” under the Securities Act and similar exemptions under
state law. |
| 3.3. | Intent.
The Investor is acquiring the Assigned Securities solely for investment purposes, for such
Investor’s own account (and/or for the account or benefit of its members or affiliates,
as permitted), and not with a view to the distribution thereof in violation of the Securities
Act and the Investor has no present arrangement to sell Assigned Securities to or through
any person or entity except as may be permitted hereunder. |
| 3.4. | Restrictions
on Transfer; Trust Account; Redemption Rights. |
| 3.4.1. | The
Investor acknowledges and agrees that, prior to their transfer hereunder, the Assigned Securities
are, and following any transfer to the Investor may continue to be, subject to the transfer
restrictions and certain other restrictions as set forth in the Letter Agreement (but subject
to the Carve-Out). |
| 3.4.2. | The
Investor acknowledges and agrees that the Assigned Securities are not entitled to, and have
no right, interest or claim of any kind in or to, any monies held in the trust account into
which the proceeds of CDAQ’s initial public offering were deposited (the “Trust
Account”) or distributed as a result of any liquidation of the Trust Account. |
| 3.4.3. | The
Investor agrees only with CDAQ, solely for the benefit of and, notwithstanding anything else
herein, enforceable only by CDAQ, to waive any right that it may have to elect to have CDAQ
redeem any Investor Shares and agrees not to redeem or otherwise exercise any right to redeem,
the Investor Shares and to reverse and revoke any prior redemption elections made with respect
to the Investor Shares, in each case, solely in connection with the Extension. For the avoidance
of doubt, nothing in this Agreement is intended to restrict or prohibit the Investor’s
ability to redeem any Public Shares other than the Investor Shares, or to trade or redeem
any Public Shares (other than the Investor Shares) in its discretion and at any time or trade
or redeem any Investor Shares in its discretion and at any time after the date of the Meeting. |
| 3.4.4. | The
Investor acknowledges and understands that the Assigned Securities are being offered in a
transaction not involving a public offering in the United States within the meaning of the
Securities Act and have not been registered under the Securities Act and, if in the future
the Investor decides to offer, resell, pledge or otherwise transfer Assigned Securities,
such Assigned Securities may be offered, resold, pledged or otherwise transferred only (A)
pursuant to an effective registration statement filed under the Securities Act, (B) pursuant
to an exemption from registration under Rule 144 promulgated under the Securities Act, if
available, or (C) pursuant to any other available exemption from the registration requirements
of the Securities Act, and in each case in accordance with any applicable securities laws
of any state or any other jurisdiction. The Investor agrees that, if any transfer of the
Assigned Securities or any interest therein is proposed to be made (other than pursuant to
an effective registration statement or Rule 144 under the Securities Act), as a condition
precedent to any such transfer, the Investor may be required to deliver to CDAQ an opinion
of counsel (including internal counsel) satisfactory to CDAQ that registration is not required
with respect to the Assigned Securities to be transferred. Absent registration or another
available exemption from registration, the Investor agrees it will not transfer the Assigned
Securities. |
| 3.4.5. | [The
Investor hereby agrees only with CDAQ, solely for the benefit of and, notwithstanding anything
else herein, enforceable only by CDAQ, that it shall use commercially reasonable efforts
to seek to ensure that neither it, nor any person or entity acting on its behalf or pursuant
to any understanding with it, will allow the Investor Shares held by the Investor to be lent
out or rehypothecated prior to the conclusion of the Meeting and confirms that it has
notified its prime brokers with respect to this requirement and has received assurances from
such prime brokers.] |
| 3.5. | Voting.
The Investor agrees only with CDAQ, solely for the benefit of and, notwithstanding anything
else herein, enforceable only by CDAQ, that it will vote all Ordinary Shares owned, as of
the applicable record date, by it at the Meeting in favor of the Extension and cause all
such shares to be counted as present at the Meeting for purposes of establishing a quorum. |
| 3.6. | Sophisticated
Investor. The Investor is sophisticated in financial matters and able to evaluate the
risks and benefits of the investment in the Assigned Securities. |
| 3.7. | Risk
of Loss. The Investor is aware that an investment in the Assigned Securities is highly
speculative and subject to substantial risks. The Investor is cognizant of and understands
the risks related to the acquisition of the Assigned Securities, including those restrictions
described or provided for in this Agreement and the Letter Agreement pertaining to transferability.
The Investor is able to bear the economic risk of its investment in the Assigned Securities
for an indefinite period of time and able to sustain a complete loss of such investment. |
| 3.8. | Independent
Investigation. The Investor has relied upon an independent investigation of CDAQ and
has not relied upon any information or representations made by any third parties or upon
any oral or written representations or assurances, express or implied, from the Sponsor or
any representatives or agents of the Sponsor, other than as set forth in this Agreement.
The Investor is familiar with the business, operations and financial condition of CDAQ and
has had an opportunity to ask questions of, and receive answers from CDAQ’s management
concerning CDAQ and the terms and conditions of the proposed sale of the Assigned Securities
and has had full access to such other information concerning CDAQ as the Investor has requested.
The Investor confirms that all documents that it has requested have been made available and
that the Investor has been supplied with all of the additional information concerning this
investment which the Investor has requested. |
| 3.9. | Organization
and Authority. If an entity, the Investor is duly organized and existing under the laws
of the jurisdiction in which it was organized and it possesses all requisite power and authority
to acquire the Assigned Securities, enter into this Agreement and perform all the obligations
required to be performed by the Investor hereunder. |
| 3.10. | Non-U.S.
Investor. If the Investor is not a United States person (as defined by Section 7701(a)(30)
of the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder
(collectively, the “Code”)), the Investor hereby represents that it has
satisfied itself as to the full observance of the laws of its jurisdiction in connection
with any invitation to subscribe for the Assigned Securities or any use of this Agreement,
including (i) the legal requirements within its jurisdiction for the acquisition of the Assigned
Securities, (ii) any foreign exchange restrictions applicable to such acquisition, (iii)
any governmental or other consents that may need to be obtained, and (iv) the income tax
and other tax consequences, if any, that may be relevant to the acquisition, holding, redemption,
sale, or transfer of the Assigned Securities. The Investor’s subscription and payment
for and continued beneficial ownership of the Assigned Securities will not violate any applicable
securities or other laws of the Investor’s jurisdiction. |
| 3.11. | Authority.
This Agreement has been validly authorized, executed and delivered by the Investor, assuming
due authorization, execution and delivery by the Company and the Sponsor, and is a valid
and binding agreement of the Investor enforceable in accordance against the Investor with
its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance, moratorium, reorganization, or similar laws relating to, or affecting
generally the enforcement of, creditors’ rights and remedies or by equitable principles
of general application and except as enforcement of rights to indemnity and contribution
may be limited by federal and state securities laws or principles of public policy. |
| 3.12. | No
Conflicts. The execution, delivery and performance of this Agreement and the consummation
by the Investor of the transactions contemplated hereby do not violate, conflict with or
constitute a default under (i) the Investor’s organizational documents, (ii) any agreement
or instrument to which the Investor is a party or (iii) any law, statute, rule or regulation
to which the Investor is subject, or any order, judgment or decree to which the Investor
is subject, in the case of clauses (ii) and (iii), that would reasonably be expected to prevent
the Investor from fulfilling its obligations under this Agreement. |
| 3.13. | No
Advice from the Sponsor. The Investor has had the opportunity to review this Agreement
and the transactions contemplated by this Agreement and the form of Letter Agreement with
the Investor’s own legal counsel and investment and tax advisors. Except for any statements
or representations of the Sponsor explicitly made in this Agreement, the Investor is relying
solely on such counsel and advisors and not on any statements or representations, express
or implied, of the Sponsor or any of its representatives or agents for any reason whatsoever,
including without limitation for legal, tax or investment advice, with respect to this investment,
the Sponsor, CDAQ, the Assigned Securities, the transactions contemplated by this Agreement
or the securities laws of any jurisdiction. |
| 3.14. | Reliance
on Representations and Warranties. The Investor understands that the Assigned Securities
are being offered and sold to the Investor in reliance on exemptions from the registration
requirements under the Securities Act, and analogous provisions in the laws and regulations
of various states, and that the Sponsor is relying upon the truth and accuracy of the representations,
warranties, agreements, acknowledgments and understandings of the Investor set forth in this
Agreement in order to determine the applicability of such provisions. |
| 3.15. | No
General Solicitation. The Investor is not subscribing for Assigned Securities as a result
of or subsequent to any general solicitation or general advertising, including but not limited
to any advertisement, article, notice or other communication published in any newspaper,
magazine, or similar media or broadcast over television or radio or any seminar or meeting
whose attendees have been invited by any general solicitation or general advertising. |
| 3.16. | Brokers.
No broker, finder or intermediary has been paid or is entitled to a fee or commission from
or by the Investor in connection with the acquisition of the Assigned Securities nor is the
Investor entitled to or will accept any such fee or commission. |
| 3.17. | No
Other Representations and Warranties; Non-Reliance. Except for the specific representations
and warranties contained in this Section 3 and in any certificate or agreement delivered
pursuant hereto, the Investor has not made, does not hereby make and shall not be deemed
to make any other express or implied representation or warranty with respect to the Investor,
and the Investor disclaims any such representation or warranty. Except for the specific representations
and warranties expressly made by the Sponsor in Section 4 of, and elsewhere in, this
Agreement and in any certificate or agreement delivered pursuant hereto, the Investor specifically
disclaims that it is relying upon any other representations or warranties that may have been
made by the Sponsor. |
4. | Representations
and Warranties of the Sponsor. The Sponsor represents and warrants to, and agrees with,
the Investor that: |
| 4.1. | Power
and Authority. The Sponsor is a limited liability company duly formed and validly existing
and in good standing as a limited liability company under the laws of the Cayman Islands
and possesses all requisite limited liability company power and authority to enter into this
Agreement and to perform all of the obligations required to be performed by the Sponsor hereunder,
including the assignment, sale and transfer the Assigned Securities and the assignment of
the Economic Interest. |
| 4.2. | Authority.
All corporate action on the part of the Sponsor and its officers, directors and members necessary
for the authorization, execution and delivery of this Agreement and the performance of all
obligations of the Sponsor required pursuant hereto has been taken. This Agreement has been
duly executed and delivered by the Sponsor and (assuming due authorization, execution and
delivery by the Investor) constitutes the Sponsor’s legal, valid and binding obligation,
enforceable against the Sponsor in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization,
or similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by equitable principles of general application and except as enforcement
of rights to indemnity and contribution may be limited by federal and state securities laws
or principles of public policy. |
| 4.3. | Title
to Securities. The Sponsor is the record and beneficial owner of, and has good and marketable
title to, the Assigned Securities and will, immediately prior to the transfer of the Assigned
Securities to the Investor, be the record and beneficial owner of the Assigned Securities,
in each case, free and clear of all liens, pledges, security interests, charges, claims,
encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions
of any kind (other than transfer restrictions and other terms and conditions that apply to
the Founder Shares generally and applicable securities laws). The Assigned Securities are
duly authorized, validly issued, fully paid and non-assessable. The Assigned Securities to
be transferred, when transferred to the Investor as provided herein, will be free and clear
of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options,
voting trusts, proxies and other arrangements or restrictions of any kind (other than transfer
restrictions under Section 7 of the Letter Agreement (but subject to the Carve-Out) and applicable
securities laws). |
| 4.4. | No
Conflicts. The execution, delivery and performance of this Agreement and the consummation
by the Sponsor of the transactions contemplated hereby do not violate, conflict with or constitute
a default under (i) the certificate of formation or the Limited Liability Company Agreement
of Sponsor (as amended from time to time, the “Sponsor LLC Agreement”),
(ii) any agreement or instrument to which the Sponsor is a party or by which it is bound
(including the Letter Agreement and the Sponsor LLC Agreement) or (iii) any law, statute,
rule or regulation to which the Sponsor is subject or any order, judgment or decree to which
the Sponsor is subject. The Sponsor is not required under federal, state or local law, rule
or regulation to obtain any consent, authorization or order of, or make any filing or registration
with, any court or governmental agency or self-regulatory entity in order for it to perform
any of its obligations under this Agreement, including the transfer of the Assigned Securities
and assignment of the Economic Interest, in accordance with the terms hereof. |
| 4.5. | No
General Solicitation. The Sponsor has not offered the Assigned Securities by means of
any general solicitation or general advertising within the meaning of Regulation D of the
Securities Act, including but not limited to any advertisement, article, notice or other
communication published in any newspaper, magazine, or similar media or broadcast over television
or radio or any seminar or meeting whose attendees have been invited by any general solicitation
or general advertising. |
| 4.6. | Brokers.
No broker, finder or intermediary has been paid or is entitled to a fee or commission from
or by the Sponsor in connection with the sale of the Assigned Securities nor is the Sponsor
entitled to or will accept any such fee or commission. |
| 4.7. | Transfer
Restrictions. Until termination of this Agreement, the Sponsor agrees that if it transfers
the Assigned Securities or any interest therein or right referencing or related thereto,
that the person acquiring or receiving such right (the “Recipient”) to
such Assigned Securities will acquire or receive such interest subject to the assignment
of the economics to the Investor (which economics of the Investor shall be senior to those
of the Recipient) and to the obligation to assign and transfer the Assigned Securities subject
to this Agreement upon the satisfaction of the conditions set forth herein. The Sponsor shall
inform the Recipient of the obligations under this Agreement and such restrictions will transfer
with the Assigned Securities. |
| 4.8. | Reliance
on Representations and Warranties. The Sponsor understands and acknowledges that the
Investor is relying upon the truth and accuracy of the representations, warranties, agreements,
acknowledgments and understandings of the Sponsor set forth in this Agreement. |
| 4.9. | No
Pending Actions. There is no action pending against the Sponsor or, to the Sponsor’s
knowledge, threatened against the Sponsor or the Company, before any court, arbitrator, or
governmental authority, which in any manner challenges or seeks to prevent, enjoin or materially
delay the performance by the Sponsor and/or the Company of its obligations under this Agreement. |
| 4.10. | No
Other Representations and Warranties. Except for the specific representations and warranties
expressly contained in this Section 4 and elsewhere in this agreement and in
any certificate or agreement delivered pursuant hereto, the Sponsor has not made, does not
hereby make and shall not be deemed to make any other express or implied representation or
warranty with respect to the Sponsor, the Meeting, the Extension or the assignment of shares
of Common Stock hereunder, and the Sponsor disclaims any such representation or warranty. |
5. | Trust
Account. Until the earlier of (a) the consummation of CDAQ’s initial business combination;
(b) the liquidation of the Trust Account; and (c) two business days prior to the 24-month
anniversary of the consummation of CDAQ’s initial public offering, CDAQ will maintain
the investment of funds held in the Trust Account in interest-bearing United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940,
as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions
of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment
Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations,
or maintain such funds in cash in an interest-bearing demand deposit account at a bank. After
the date that is 24 months from the date of the consummation of the Company’s initial
public offering, the Company will maintain the investment of funds held in the Trust Account
in cash in an interest-bearing demand deposit account at a bank until the earlier of (a)
the consummation of the Company’s Initial Business Combination; or (b) the liquidation
of the Trust Account. CDAQ further confirms that it will not utilize any funds from its Trust
Account to pay any potential excise taxes that may become due pursuant to the Inflation Reduction
Act of 2022 upon a redemption of the Public Shares, including, but not limited to, in connection
with the Extension or a liquidation of CDAQ if it does not effect an initial business combination
prior to its termination date. |
6. | Governing
Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of New York, without giving effect
to its principles or rules of conflict of laws to the extent such principles or rules would
require or permit the application of the laws of another jurisdiction. The parties hereto
hereby waive any right to a jury trial in connection with any litigation pursuant to this
Agreement and the transactions contemplated hereby. With respect to any suit, action or proceeding
relating to the transactions contemplated hereby, the undersigned irrevocably submit to the
jurisdiction of the United States District Court or, if such court does not have jurisdiction,
the New York state courts located in the Borough of Manhattan, State of New York, which submission
shall be exclusive. |
7. | Assignment;
Entire Agreement; Amendment. |
| 7.1. | Assignment.
Any assignment of this Agreement or any right, remedy, obligation or liability arising hereunder
by either the Sponsor or the Investor to any person that is not an affiliate of such party
shall require the prior written consent of the other party. |
| 7.2. | Entire
Agreement. This Agreement sets forth the entire agreement and understanding between the
parties as to the subject matter thereof and merges and supersedes all prior discussions,
agreements and understandings of any and every nature among them relating to the subject
matter hereof. |
| 7.3. | Amendment.
Except as expressly provided in this Agreement, neither this Agreement nor any term hereof
may be amended, waived, discharged or terminated other than by a written instrument signed
by the party against whom enforcement of any such amendment, waiver, discharge or termination
is sought. |
| 7.4. | Binding
upon Successors. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and to their respective heirs, legal representatives, successors and permitted
assigns. |
8. | Notices.
Unless otherwise provided herein, any notice or other communication to a party hereunder
shall be sufficiently given if in writing and personally delivered, sent by email or other
electronic transmission, provided that the sender does not receive a bounce-back reply of
non-delivery, sent by courier (which for all purposes of this Agreement shall include Federal
Express or another recognized overnight courier) or mailed to said party by certified mail,
return receipt requested, at its address provided for herein or such other address as either
may designate for itself in such notice to the other. Communications shall be deemed to have
been received when delivered personally, on the scheduled arrival date when sent by next
day or 2nd-day courier service, or if sent by mail, then three days after deposit in the
mail. If given by electronic transmission, such notice shall be deemed to be delivered (a)
if by electronic mail, when directed to an electronic mail address at which the party has
provided to receive notice; and (b) if by any other form of electronic transmission, when
directed to such party. |
9. | Counterparts.
This Agreement may be executed in two or more counterparts, all of which when taken together
shall be considered one and the same agreement and shall become effective when counterparts
have been signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart. Counterparts may be delivered via electronic
mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform
Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable
law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all
purposes. |
10. | Survival;
Severability |
| 10.1. | Survival.
The representations, warranties, covenants and agreements of the parties hereto shall survive
the closing of the transactions contemplated hereby. |
| 10.2. | Severability.
In the event that any provision of this Agreement becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full
force and effect without said provision; provided that no such severability shall be effective
if it materially changes the economic benefit of this Agreement to any party. |
11. | Headings.
The titles and subtitles used in this Agreement are used for convenience only and are
not to be considered in construing or interpreting this Agreement. |
12. | Disclosure;
Waiver. In connection with the entry into this agreement, CDAQ will file (to the extent
that it has not already filed) a Current Report on Form 8-K under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), reporting, to the extent not previously
publicly disclosed, the material terms of this Agreement. The parties to this Agreement shall
cooperate with one another to assure that such disclosure is accurate. CDAQ agrees that the
name of the Investor shall not be included in any public disclosures related to this Agreement
unless required by applicable law, rule, regulation or stock exchange rule. The Investor
(i) acknowledges that the Sponsor may possess or have access to material non-public information
which has not been communicated to the Investor; (ii) hereby waives any and all claims, whether
at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire,
whether presently known or unknown, against the Sponsor or any of CDAQ’s officers,
directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to
any failure to disclose any non-public information in connection with the transaction contemplated
by this Agreement, including any potential business combination involving CDAQ, including
without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii)
is aware that the Sponsor is relying on the truth of the representations set forth in Section
3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection
with the transactions contemplated by this Agreement. CDAQ shall, by 9:30 a.m., New York
City time, on the first business day immediately following the date of the Meeting, issue
one or more press releases or file with the United States Securities and Exchange Commission
a Current Report on Form 8-K (collectively, the “Disclosure Document”)
disclosing, to the extent not previously publicly disclosed, all material terms of the transactions
contemplated hereby and any other material, nonpublic information that CDAQ has provided
to Investor at any time prior to the filing of the Disclosure Document. Upon the issuance
of the Disclosure Document or the initial Form 8-K referred to in the first sentence of this
Section 12, to CDAQ’s knowledge, Investor shall not be in possession of any material,
nonpublic information received from CDAQ or any of its officers, directors or employees. |
13. | Independent
Nature of Rights and Obligations. Nothing contained herein, and no action taken by any
party pursuant hereto, shall be deemed to constitute the Investor and the Sponsor as, and
the Sponsor acknowledges that the Investor and the Sponsor do not so constitute, a partnership,
a limited partnership, a syndicate, an association, a joint venture or any other kind of
entity, including but not limited to for the purpose of acquiring, holding, or disposing
of securities of CDAQ, or create a presumption that the Investor and the Sponsor are in any
way acting in concert or as a group with respect to such obligations or the transactions
contemplated by this Agreement or any matters, and the Sponsor acknowledges that the Investor
and the Sponsor are not acting in concert or as a group, and the Sponsor shall not assert
any such claim, with respect to such obligations or the transactions contemplated by this
Agreement. |
14. | Most
Favored Nation. In the event the Sponsor or CDAQ has entered into or enters one or more
other non-redemption agreements before or after the execution of this Agreement in connection
with the Meeting, the Sponsor and CDAQ represent that the terms of such other agreements
are not materially more favorable in the aggregate to such other investors thereunder than
the terms of this Agreement are in respect of the Investor. For the avoidance of doubt, the
Sponsor and CDAQ hereby acknowledge and agree that a ratio of Investor Shares to Assigned
Securities in any such other non-redemption agreement that is more favorable to any other
investor party to such other agreement than such ratio in this Agreement is to Investor would
be materially more favorable to such other investor. In the event that another investor is
afforded any such more favorable terms than the Investor, the Sponsor shall promptly inform
the Investor of such more favorable terms in writing, and the Investor shall have the right
to elect to have such more favorable terms included herein, in which case the parties hereto
shall promptly amend this Agreement to effect the same. |
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
|
INVESTOR |
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By: |
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Name: |
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Title: |
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[Signature
Page to Non-Redemption Agreement]
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COMPANY: |
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COMPASS
DIGITAL ACQUISITION CORP. |
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By: |
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Name:
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Title:
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[Signature
Page to Non-Redemption Agreement]
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SPONSOR: |
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HCG
OPPORTUNITY, LLC |
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By:
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Name:
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Title:
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[Signature
Page to Non-Redemption Agreement]
Exhibit
A
Investor |
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Assigned
Securities / Economic Interest Assigned |
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Number
of Public Shares to be Held as Investor Shares |
Address:
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[__________]
Class B Ordinary Shares |
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[__________]
Class A Ordinary Shares |
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SSN/EIN: |
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EXHIBIT
B
FORM
OF JOINDER
TO
LETTER
AGREEMENT
AND
REGISTRATION
RIGHTS AGREEMENT
______,
20_
Reference
is made to that certain Non-Redemption Agreement and Assignment of Economic Interest, dated as of [ ], 2023 (the “Agreement”),
by and among [ ] (“Investor”), Compass Digital Acquisition Corp. (the “Company”) and HCG Opportunity,
LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which Investor acquired securities of the Company
from the Sponsor. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Agreement.
By
executing this joinder, Investor hereby agrees, as of the date first set forth above, that Investor (i) shall become a party to that
certain Letter Agreement, dated October 14, 2021, by and among the Company, the Sponsor, Compass Digital SPAC LLC, a Delaware limited
liability company (the “Original Sponsor”), and the Company’s current and former officers and directors (as
amended and as it exists on the date of the Agreement, the “Letter Agreement”), in accordance with Section 7 of the
Letter Agreement, and shall be bound by, and shall, subject to the acknowledgment below be subject to the transfer restrictions set forth
under, solely Section 7 of the Letter Agreement solely with respect to its Assigned Securities; provided, however, that the Investor
shall be permitted to transfer its Assigned Securities to its affiliates in accordance with Section 7 of the Letter Agreement and the
Company acknowledges and agrees that the voting, Trust Account (as defined in the Letter Agreement) and liquidating distribution restrictions
contained in the Letter Agreement (or any other restrictions contained therein) shall only apply to the Assigned Securities and not any
Public Shares (including the Investor Shares), and that the obligations with respect to the “Ordinary Shares” referenced
in Sections 1 and 2 of the Letter Agreement shall not apply to or restrict Investor, other than with respect to the Assigned Securities;
and (ii) shall become a party to that certain Registration Rights Agreement, dated October 14, 2021, by and among the Company, the Original
Sponsor and the Sponsor (as amended and as it exists on the date of the Agreement, the “Registration Rights Agreement”),
and shall be bound by the terms and provisions of the Registration Rights Agreement as a Holder (as defined therein) and entitled to
the rights of a Holder under the Registration Rights Agreement and the Assigned Securities (together with any other equity security of
the Company issued or issuable with respect to any such Assigned Securities by way of a share dividend or share subdivision or in connection
with a combination of shares, recapitalization, merger, consolidation or reorganization) shall be “Registrable Securities”
thereunder.
For
the purposes of clarity, it is expressly understood and agreed that each provision contained herein, in the Letter Agreement (to the
extent applicable to Investor) and the Registration Rights Agreement is between the Company and Investor, solely, and not between and
among Investor and the other shareholders of the Company signatory thereto.
This
joinder may be executed in two or more counterparts, and by facsimile, all of which shall be deemed an original and all of which together
shall constitute one instrument.
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[INVESTOR] |
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By: |
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Name: |
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Title: |
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ACKNOWLEDGED
AND AGREED: |
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COMPASS
DIGITAL ACQUISITION CORP. |
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By: |
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Name: |
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Title: |
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Exhibit
99.1
Compass
Digital Acquisition Corp. Announces Postponement of its Extraordinary General Meeting of Shareholders to 12 P.M. ET on October 19, 2023
New
York, NY, October 10, 2023 (GLOBE NEWSWIRE) – Compass Digital Acquisition Corp. (NASDAQ: CDAQ) (the “Company”)
today announced that its extraordinary general meeting of the shareholders (the “Meeting”) will be postponed from 12:00 p.m.
Eastern Time on October 12, 2023 to 1:00 p.m. Eastern Time on October 19, 2023. The record date for determining the Company shareholders
entitled to receive notice of and to vote at the Meeting remains the close of business on September 21, 2023 (the “Record Date”).
Shareholders who have previously submitted their proxies or otherwise voted and who do not want to change their vote need not take any
action. Shareholders as of the Record Date can vote, even if they have subsequently sold their shares. In connection with the postponement
of the Meeting, the deadline for holders of the Company’s Class A ordinary shares issued in the Company’s initial public
offering to submit their shares for redemption has been extended to 5:00 PM Eastern time on October 17, 2023. Shareholders who wish to
withdraw their previously submitted redemption request may do so by requesting that the transfer agent return such shares prior to the
rescheduled meeting on October 19, 2023.
About
Compass Digital Acquisition Corp.
The
Company is a blank check company incorporated in the Cayman Islands on March 8, 2021. The Company was formed for the purpose of effectuating
a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or
more businesses. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated
with early stage and emerging growth companies.
Forward
Looking Statements
The
information included herein may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Statements other than statements of historical fact included in this document are forward-looking statements.
When used in this document, words such as “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “would” and similar expressions,
as they relate to us or our management team, identify forward-looking statements, but the absence of these words does not mean that a
statement is not forward-looking. Such forward-looking statements are based on the beliefs of management, as well as assumptions made
by, and information currently available to, the Company’s management. Forward-looking statements are not guarantees of future performance,
and actual results could differ materially from those contemplated by the forward-looking statements, so undue reliance should not be
placed on forward-looking statements. Forward-looking statements are subject to numerous conditions, risks, and uncertainties, many of
which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s Annual Report
on Form 10-K for the year ended December 31, 2022 filed with the U.S. Securities and Exchange Commission (the “SEC”), under
the “Risk Factors” section in the definitive proxy statement (the “Proxy Statement”) in connection with the Meeting,
filed by the Company with the SEC on September 29, 2023, and in other reports filed by the Company with the SEC. The Company assumes
no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future
events or otherwise.
No
Offer or Solicitation
This
communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Additional
Information and Where to Find It
The
Company urges investors, shareholders and other interested persons to read the Proxy Statement as well as other documents filed by the
Company with the SEC, because these documents will contain important information about the Company and the Extension Amendment Proposal.
Shareholders may obtain copies of the Proxy Statement, any amendments or supplements thereto and other documents containing important
information about the Company, once such documents are filed with the SEC, without charge, at the SEC’s website at www.sec.gov
or by directing a request to the Company’s proxy solicitor, Morrow Sodali LLC, at 33 Ludlow Street, 5th Floor, South Tower, Stamford,
CT 06902, Toll-Free (800) 662-5200 or (203) 658-9400, Email: CDAQ.info@investor.morrowsodali.com.
Participants
in Solicitation
The
Company and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from
the Company’s shareholders in respect of the Extension Amendment Proposal. Information regarding the Company’s directors
and executive officers is available in its annual report on Form 10-K filed with the SEC. Additional information regarding the participants
in the proxy solicitation and a description of their direct and indirect interests are contained in Proxy Statement, which may be obtained
free of charge from the sources indicated above.
Investor
& Media Relations
Cody
Slach
949-574-3860
CDAQ@gateway-grp.com
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COMPASS
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0001851909
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