Compass Digital Acquisition Corp. Files 8-K on Definitive Agreement

TL;DR

CDAQ filed an 8-K detailing its units, shares, and warrants structure as of Sept 5.

AI Summary

Compass Digital Acquisition Corp. filed an 8-K on September 11, 2024, reporting a material definitive agreement entered into on September 5, 2024. The filing details the company's structure, including units consisting of ordinary shares and redeemable warrants, as well as its ordinary shares and warrants separately.

Why It Matters

This filing provides crucial details about the structure of Compass Digital Acquisition Corp.'s securities, which is important for investors to understand their rights and potential value.

Risk Assessment

Risk Level: low — This filing is primarily informational, detailing the company's structure and agreements, rather than announcing significant financial changes or market-moving events.

Key Players & Entities

• Compass Digital Acquisition Corp. (company) — Registrant
• September 5, 2024 (date) — Date of earliest event reported
• September 11, 2024 (date) — Date of report
• CDAQ (company) — Ticker Symbol

FAQ

Key Financial Figures

• $0.0001 — LC Class A Ordinary Shares, par value $0.0001 per share CDAQ The Nasdaq Stock Mar
• $11.50 — able for one Class A Ordinary Share for $11.50 per share CDAQW The Nasdaq Stock Ma
• $300,000,000 — sideration to be paid to the Sellers is $300,000,000 (subject to increase to the extent that
• $5,000,000 — he Sponsor does not pay in cash exceeds $5,000,000, and subject to decrease to the extent
• $10.00 — ry Shares "), with each share valued at $10.00 (such shares, the " Exchange Shares ").
• $11.00 — nsecutive trading days is at least: (i) $11.00 per share, the Sellers will receive 50%
• $12.00 — eive 50% of the Earnout Shares and (ii) $12.00 per share, the Sellers will receive the
• $41.9 m — ended April 30, 2025 equals or exceeds $41.9 million, subject to certain adjustments,
• $5,000,001 — organizational documents to remove its $5,000,001 net tangible asset test requirements se
• $25 million — gital's trust account yielding at least $25 million in Additional Capital. EEW will conside
• $4.00 — y after Closing at a price of less than $4.00 per share. Purchaser will use its com
• $15 million — nce premiums, equal to or exceeding (i) $15 million as of the Closing when taking into acco

Filing Documents

• form8-k.htm (8-K) — 129KB
• ex2-1.htm (EX-2.1) — 946KB
• ex10-1.htm (EX-10.1) — 95KB
• ex10-2.htm (EX-10.2) — 63KB
• ex10-3.htm (EX-10.3) — 45KB
• ex10-4.htm (EX-10.4) — 101KB
• 0001493152-24-035829.txt ( ) — 1854KB
• cdaq-20240905.xsd (EX-101.SCH) — 4KB
• cdaq-20240905_def.xml (EX-101.DEF) — 30KB
• cdaq-20240905_lab.xml (EX-101.LAB) — 37KB
• cdaq-20240905_pre.xml (EX-101.PRE) — 27KB
• form8-k_htm.xml (XML) — 7KB

BUSINESS

BUSINESS COMBINATION AGREEMENT This section describes the material provisions of the Business Combination Agreement (as defined below) but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.1. Unless otherwise defined herein, the capitalized terms used below are defined in the Business Combination Agreement. General Description of the Business Combination Agreement On September 5, 2024, Compass Digital Acquisition Corp., a Cayman Islands exempted company (together with its successors, " Compass Digital " or the " Purchaser ") entered into a Business Combination Agreement (as amended, restated or otherwise modified from time to time, the " Business Combination Agreement ") with (i) HCG Opportunity, LLC, a Delaware limited liability company (the " Sponsor "), in the capacity as the representative from and after the Closing (as defined below) for the shareholders of the Purchaser (other than the Sellers (as defined below) and their successors and assignees) in accordance with the terms and conditions of the Business Combination Agreement (the " Purchaser Representative "), (ii) upon execution of a joinder thereto, a to-be-formed Cayman Islands exempted company to be named "EEW Renewables Corp" (" Pubco "), (iii) upon execution of a joinder thereto, a to-be-formed Cayman Islands exempted company and wholly-owned subsidiary of Pubco to be named "EEW Merger Sub" (" Merger Sub "), (iv) EEW Renewables Ltd, a company formed under the laws of England and Wales (" EEW "), (v) the shareholders of EEW named therein that executed and delivered the Business Combination Agreement on the signing date (together with any transferees of Company ordinary shares prior to the Closing that either sign a joinder agreement to become a party thereto, or that become bound thereby pursuant to the drag-along rights t

View Full Filing

View this 8-K filing on SEC EDGAR