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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): November 17, 2025
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 207
Zephyr
Cove, NV
(Address
of principal executive offices)
89448
(Zip
Code)
Registrant’s
telephone number, including area code: (775) 339-1671
195 US HWY 50, Suite 309
Zephyr
Cove, NV 89448
(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
1.02 Termination of a Material Definitive Agreement.
As
previously reported, on September 5, 2024, Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”),
entered into a Business Combination Agreement (the “Business Combination Agreement”) with EEW Renewables Ltd, a company
formed under the laws of England and Wales (“EEW”), and other parties named therein. On November 3, 2025, the Company
received a notice from EEW purporting to terminate the Business Combination Agreement pursuant to Sections 10.1(b) and 10.1(d) thereof.
On November 6, 2025, the Company sent a letter to EEW refuting EEW’s purported attempt to terminate the Business Combination Agreement.
On
November 17, 2025, the Company sent EEW a letter terminating the Business Combination Agreement, effective immediately, pursuant to Section
10.1(e) thereof, as a result of EEW’s material uncured breaches of the Business Combination Agreement. The letter further seeks
compensation for the losses incurred by the Company and its sponsor in connection with EEW’s breaches of the Business Combination
Agreement. The termination of the Business Combination Agreement shall have the effects set forth in Section 10.2 of the Business Combination
Agreement.
Upon
termination of the Business Combination Agreement, each of the Lock-Up Agreement, Insider Letter Amendment, Sponsor Agreement and Non-Competition
Agreements also terminated in accordance with their respective terms.
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:
November 17, 2025
