Compass Digital (CDAQF) wins shareholder backing to extend SPAC deal deadline to July 2026

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Compass Digital Acquisition Corp. reported that shareholders approved an amendment to its memorandum and articles of association to extend the deadline to complete a Business Combination. The company may now extend this deadline on a monthly basis up to three times, from April 20, 2026 through July 20, 2026, or an earlier date set by the board.

Shareholders also ratified the selection of WithumSmith+Brown, PC as independent auditor for the year ending December 31, 2026. In connection with the extension vote, holders of 10 Class A public shares redeemed their stock for approximately $11.76 per share, about $118 in total, leaving 110,856 public shares outstanding.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Extension vote for: 5,410,356 votes Extension vote against: 3 votes Auditor ratification for: 5,413,031 votes +5 more

8 metrics

Extension vote for 5,410,356 votes Extension Amendment Proposal to move Business Combination deadline

Extension vote against 3 votes Extension Amendment Proposal opposition at the meeting

Auditor ratification for 5,413,031 votes Ratification of WithumSmith+Brown, PC for year ending December 31, 2026

Redemption price $11.76 per share Cash paid per redeemed Class A public share at the meeting

Shares redeemed 10 Class A public shares Public shares redeemed in connection with the Extension Amendment Proposal

Aggregate redemption amount $118 Total cash paid for 10 redeemed public shares

Public shares outstanding 110,856 shares Class A public shares outstanding following meeting redemptions

Maximum extensions 3 monthly extensions Possible monthly extensions from April 20, 2026 through July 20, 2026

Key Terms

Business Combination, Combination Period, extraordinary general meeting, emerging growth company, +1 more

5 terms

Business Combination financial

"to complete a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

Combination Period financial

"such period, the “Combination Period”"

extraordinary general meeting regulatory

"held an extraordinary general meeting of shareholders in lieu of an annual general meeting"

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

independent registered public accounting firm financial

"to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Understanding 8-K Material Events →

04/16/2026 - 04:10 PM

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

Source: View Original Filing on SEC EDGAR

FAQ

What did Compass Digital Acquisition Corp. (CDAQF) shareholders approve on April 14, 2026?

Shareholders approved an amendment extending the deadline to complete a Business Combination. The company can now extend this deadline monthly up to three times from April 20, 2026 through July 20, 2026, or an earlier date chosen by the board.

How long can Compass Digital Acquisition Corp. (CDAQF) extend its Business Combination deadline?

The company can extend its Business Combination deadline on a monthly basis up to three times. These extensions run from April 20, 2026 through July 20, 2026, or an earlier date if the board of directors decides.

What auditor did Compass Digital Acquisition Corp. (CDAQF) shareholders ratify for 2026?

Shareholders ratified WithumSmith+Brown, PC as the independent registered public accounting firm. The audit firm will serve for the year ending December 31, 2026, following approval via an ordinary resolution at the extraordinary general meeting.

How many Compass Digital Acquisition Corp. (CDAQF) shares were redeemed at the meeting?

Holders of 10 Class A public shares exercised redemption rights in connection with the extension vote. Each share was redeemed for approximately $11.76 in cash, resulting in a total redemption amount of roughly $118 for those shares.

How many Compass Digital Acquisition Corp. (CDAQF) public shares remain outstanding after redemptions?

Following the meeting-related redemptions, 110,856 public Class A shares remain issued and outstanding. This figure reflects the reduction of 10 redeemed public shares at a per-share redemption price of approximately $11.76.

What were the shareholder voting results for Compass Digital Acquisition Corp. (CDAQF)’s extension proposal?

The extension amendment proposal received 5,410,356 votes in favor, 3 votes against, and no abstentions. There were 2,675 broker non-votes, and this approval allowed the company to further extend its Business Combination deadline.

Filing Exhibits & Attachments

4 documents