UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
(Amendment
No. )
Filed
by the Registrant |
☒ |
Filed
by a party other than the Registrant |
☐ |
Check
the appropriate box:
☐ |
Preliminary
Proxy Statement |
☐ |
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ |
Definitive
Proxy Statement |
☒ |
Definitive
Additional Materials |
☐ |
Soliciting
Material under §240.14a-12 |
COMPASS
DIGITAL ACQUISITION CORP.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check all boxes that apply):
☒ |
No
fee required. |
|
|
☐ |
Fee
paid previously with preliminary materials. |
|
|
☐ |
Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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): July 17, 2024 (July 15, 2024)
COMPASS
DIGITAL ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Cayman
Islands |
|
001-40912 |
|
N/A |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
195
US HWY 50, Suite 309
Zephyr
Cove, NV
(Address
of principal executive offices)
89448
(Zip
Code)
Registrant’s
telephone number, including area code: (214) 526-4423
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Units,
each consisting of one Class A Ordinary Share and one-third of one redeemable Warrant |
|
CDAQU |
|
The
Nasdaq Stock Market LLC |
|
|
|
|
|
Class
A Ordinary Shares, par value $0.0001 per share |
|
CDAQ |
|
The
Nasdaq Stock Market LLC |
|
|
|
|
|
Warrants,
each exercisable for one Class A Ordinary Share for $11.50 per share |
|
CDAQW |
|
The
Nasdaq Stock Market LLC |
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
July 15, 2024, HCG Opportunity, LLC (the “Sponsor”) and Compass Digital Acquisition Corp. (the “Company”) entered
into agreements (the “Non-Redemption Agreements”) with unaffiliated, third-party investors in exchange for such investors
agreeing not to redeem an aggregate of 500,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Non-Redeemed
Shares”), at the extraordinary general meeting in lieu of an annual general meeting of the shareholders called by the Company (the
“Meeting”) to approve, by special resolution, a proposal (the “Extension Amendment Proposal”) to amend the Company’s
amended and restated memorandum and articles of association, as amended and currently in effect, to extend the date by which the Company
must consummate an initial business combination from July 19, 2024 to December 19, 2024, and then on a monthly basis up to four (4) times
until April 19, 2025 (or such earlier date as determined by the Company’s board of directors) (the “Extension”). The
Sponsor has agreed to transfer to such investors an aggregate of (i) 83,332 of the Company’s Class B ordinary shares, par value
$0.0001 per share (the “Class B Shares”), held by the Sponsor for the first five months of the Extension and (ii) 16,666
Class B Shares held by the Sponsor for each additional month of the Extension needed, 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 the investors 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 Agreements are 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 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
Agreements 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.
Participants
in the 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 Meeting and related matters. Information regarding the Company’s directors and
executive officers is available in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”)
filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 24, 2024, and supplemented on July 11, 2024. Additional
information regarding the participants in the proxy solicitation and a description of their direct and indirect interests are contained
in the Proxy Statement.
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 jurisdiction in which the 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 (the “Securities Act”).
Additional
Information
The
Company has filed the Proxy Statement with the SEC in connection with the Meeting to consider and vote upon the Extension Amendment Proposal
and other matters and, beginning on or about June 25, 2024, mailed the Proxy Statement and other relevant documents to its shareholders
as of the June 13, 2024, the record date for the Meeting. The Company’s shareholders and other interested persons are advised to
read the Proxy Statement and any other relevant documents that have been or will be filed with the SEC in connection with the Company’s
solicitation of proxies for the Meeting because these documents contain important information about the Company, the Extension and related
matters. Shareholders may also obtain a free copy of the Proxy Statement, as well as other relevant documents that have been or will
be filed with the SEC, without charge, at the SEC’s website located at www.sec.gov or by directing a request to: Compass Digital
Acquisition Corp., 195 US HWY 50, Suite 309, Zephyr Cove, NV 89448, Telephone No.: (310) 954-9665.
Forward-Looking
Statements
This
Current Report on Form 8-K (this “Form 8-K”) includes “forward-looking statements” within the meaning of Section
27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of
historical fact included in this Form 8-K are forward-looking statements. When used in this Form 8-K, 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. Such forward-looking statements are based on the beliefs of the Company’s management, as well as assumptions made by,
and information currently available to, the Company’s management. Actual results could differ materially from those contemplated
by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent
written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety
by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company,
including those set forth in the “Risk Factors” section of the Company’s Proxy Statement, Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and initial public offering prospectus. The Company undertakes no obligation to update these
statements for revisions or changes after the date of this release, except as required by law.
Item 9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits
(1) |
Incorporated
by reference to the Company’s Current Report on Form 8-K, as filed with the SEC on July 10, 2024. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
COMPASS
DIGITAL ACQUISITION CORP. |
|
|
|
By: |
/s/
Nick Geeza |
|
Name: |
Nick
Geeza |
|
Title: |
Chief
Financial Officer |
Date:
July 17, 2024
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