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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): April 14, 2026
Compass
Digital Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Cayman
Islands |
|
001-40912 |
|
N/A 00-0000000 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
195
US HWY 50, Suite 207
Zephyr
Cove, NV
(Address
of principal executive offices)
89448
(Zip
Code)
Registrant’s
telephone number, including area code: (775) 339-1671
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: None
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 Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On
April 14, 2026, Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), held an extraordinary
general meeting of shareholders in lieu of an annual general meeting of shareholders (the “Meeting”). The final prospectus
filed with the U.S. Securities and Exchange Commission by the Company on October 18, 2021 and the Company’s amended and restated
memorandum and articles of association (as amended and currently in effect, the “Articles”) provided that the Company
initially had until October 19, 2023 (the date that was 24 months after the consummation of the Company’s initial public offering
on October 19, 2021 (the “IPO”) to complete a merger, capital share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses (a “Business Combination”, and such period, the “Combination
Period”). On October 19, 2023, the Company’s shareholders approved an amendment to the Articles to extend the end of
the Combination Period from October 19, 2023 to July 19, 2024. On July 18, 2024, the Company’s shareholders approved, among other
things, an amendment to the Articles to further extend the end of the Combination Period from July 19, 2024 to December 19, 2024, and
then on a monthly basis up to four (4) times until April 19, 2025, or such earlier date as determined by the Company’s board of
directors (the “Board”). On April 16, 2025, the Company’s shareholders approved, among other things, an amendment
to the Articles to further extend the end of the Combination Period from April 19, 2025 to April 20, 2026, or such earlier date as determined
by the Board.
At
the Meeting, the Extension Amendment Proposal (as defined below) to further amend the Articles (the “Extension Amendment”)
was approved. Under the law of the Cayman Islands, upon approval of the Extension Amendment Proposal by the affirmative vote of a majority
of at least two-thirds (2/3) of the votes cast by the holders of the Company’s (i) Class A ordinary shares, par value $0.0001 per
share (the “Class A Ordinary Shares”), and (ii) Class B ordinary shares, par value $0.0001 per share (the “Class
B Ordinary Shares,” and together with the Class A Ordinary Shares, the “Ordinary Shares”) voting as a single
class, who, being entitled to do so, voted in person (including shareholders who voted online) or by proxy at the Meeting, the Extension
Amendment became effective. The Company filed the Extension Amendment with the Cayman Islands Registrar of Companies on April 16,
2026.
The
foregoing description of the Extension Amendment is qualified in its entirety by reference to the Extension Amendment, a copy of which
is filed hereto as Exhibit 3.1 and is incorporated by reference herein.
Item
5.07 Submission of Matters to a Vote of Security Holders.
At
the Meeting, the Company’s shareholders were presented with proposals to approve, by way of special resolution, the Extension Amendment
to extend the date by which the Company must consummate a Business Combination on a monthly basis, up to three (3) times, from April
20, 2026 through July 20, 2026, or such earlier date as determined by the Board (the “Extension Amendment Proposal”).
Also
at the Meeting, the Company’s shareholders were presented with a proposal to ratify, by way of ordinary resolution, the selection
by the Board’s Audit Committee of WithumSmith+Brown, PC to serve as the Company’s independent registered public accounting
firm for the year ending December 31, 2026 (the “Auditor Ratification Proposal” and together with the Extension Amendment
Proposal, the “Proposals”).
The
Extension Amendment Proposal was approved with the following vote from the holders of the Ordinary Shares:
| For | | |
Against | | |
Abstentions | | |
Broker Non-Votes | |
| | 5,410,356 | | |
| 3 | | |
| 0 | | |
| 2,675 | |
The
Auditor Ratification Proposal was approved with the following vote from the holders of the Ordinary Shares:
| For | | |
Against | | |
Abstentions | | |
Broker Non-Votes | |
| | 5,413,031 | | |
| 3 | | |
| 0 | | |
| 0 | |
A
proposal to adjourn the Meeting, by way of ordinary resolution, to a later date or dates or indefinitely, if necessary, to permit further
solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the approval of
any of the Proposals was not presented because there were enough votes to approve the Proposals.
In
connection with the votes to approve the Extension Amendment Proposal, the holders of 10 Class A Ordinary Shares included as part of
the units in the IPO (the “Public Shares”) properly exercised their right to redeem such shares for cash at a redemption
price of approximately $11.76 per share, for an aggregate redemption amount of approximately $118 (the “Meeting Redemptions”).
Following the Meeting Redemptions, there are 110,856 Public Shares currently issued and outstanding
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
The
following exhibits are being filed herewith:
| Exhibit
No. |
|
Description
of Exhibits |
| 3.1 |
|
Fourth Amendment to Amended and Restated Memorandum and Articles of Association of the Company. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
April 16, 2026
