UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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).
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information included in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03 to the extent required herein.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On October 19, 2023, the shareholder of the Compass Digital Acquisition Corp. (the “Company”) held an extraordinary general meeting of shareholders (the “Shareholder Meeting”) for the following purposes:
| (1) | to consider and vote upon a proposal to amend, by way of special resolution, the Company’s amended and restated articles of association to extend the date by which the Company must (i) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company, with one or more businesses or entities (an “initial business combination”); (ii) cease all operations except for the purpose of winding up; and (iii) redeem the Company’s Class A ordinary shares, par value US$0.0001 per share (“Class A ordinary shares”), included as part of the units sold in the Company’s initial public offering, from October 19, 2023 to, at the latest July 19, 2024, or such earlier date as determined by the Company’s board of directors (the “Board”) (such proposal, the “Extension Amendment Proposal); |
| (2) | to consider and vote upon a proposal to amend, by way of special resolution, the amended and restated articles of association to permit for the issuance of Class A ordinary shares to holders of the Company’s Class B ordinary shares, par value of US$0.0001 (“Class B ordinary shares”), upon the exercise of the right of a holder of the Company’s Class B ordinary shares to convert such holder’s Class B ordinary shares into Class A ordinary shares on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination at the election of the holder (such proposal, the “Founder Share Amendment Proposal” and collectively with the Extension Amendment Proposal, the “Article Amendment Proposals”); and |
| (3) | to consider and vote upon a proposal to approve, by way of ordinary resolution, the adjournment of the Shareholder Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, the Founder Share Amendment Proposal or where the Board has determined it is otherwise necessary (the “Adjournment Proposal”). |
As of the record date for the Shareholder Meeting, there were 21,240,488 Class A ordinary shares and 5,310,122 Class B ordinary shares issued and outstanding. At the Shareholder Meeting, there were 21,300,807 ordinary shares of the Company voted by proxy or in person, which constituted a quorum.
Set forth below are the final voting results for each of the proposals presented at the Shareholder Meeting:
Extension Amendment Proposal
| For | Against | Abstain | ||
| 20,470,532 | 830,275 | 0 |
Accordingly, the Extension Amendment Proposal was approved.
Founder Share Amendment Proposal
| For | Against | Abstain | ||
| 20,470,510 | 830,275 | 22 |
Accordingly, the Founder Share Amendment Proposal was approved.
As there were sufficient votes to approve the Extension Amendment Proposal and the Founder Share Amendment Proposal, the Adjournment Proposal was not presented to the Company’s shareholders.
Effective upon the approval of the Article Amendment Proposals, on October 11, 2023, the amended and restated articles of association of the Company were amended pursuant to the resolutions set forth as Annex A and Annex B to the definitive proxy statement relating to the Shareholder Meeting filed by the Company with the Securities and Exchange Commission on September 29, 2023. Copies of such amendments to the amended and restated articles of association of the Company are attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.
Shareholders holding 16,045,860 Class A ordinary shares (after giving effect to withdrawals of redemptions) exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account (the “Trust Account”). As a result, approximately $169.1 million (approximately $10.54 per share) will be removed from the Trust Account to pay such holders. Following redemptions, the Company will have 5,194,628 Class A ordinary shares outstanding.
| Item 8.01 | Other Events. |
On October 19, 2023, HCG Opportunity, LLC and Compass Digital SPAC, LLC (collectively, the “Sponsors”) converted an aggregate of 600,000 Class B ordinary shares into Class A ordinary shares on a one-for-one basis. The Sponsors waived any right to receive funds from the Trust Account with respect to the Class A ordinary shares received upon such conversion and acknowledged that such shares will be subject to all of the restrictions applicable to the original Class B ordinary shares under the terms of the Letter Agreement, dated October 14, 2021, by and among the Company, the Sponsors and the other parties thereto, as amended on August 31, 2023.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description of Exhibits | |
| 3.1 | Amendments to Amended and Restated Articles of Association. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COMPASS DIGITAL ACQUISITION CORP. | ||
| Dated: October 20, 2023 | By: | /s/ Thomas Hennessy |
| Name: | Thomas Hennessy | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
AMENDMENTS TO THE
AMENDED AND RESTATED ARTICLES OF ASSOCIATION
OF
COMPASS DIGITAL ACQUISITION CORP.
(the “Company”)
RESOLVED, as a special resolution that:
Article 50.7 of the Company’s Amended and Restated Articles of Association be deleted in its entirety and replaced with the following new Article 50.7:
50.7 In the event that the Company does not consummate a Business Combination by July 19, 2024, or either (i) such earlier date as determined by the Directors or (ii) such later date as the Members may approve in accordance with the Articles, the Company shall:
| (a) | cease all operations except for the purpose of winding up; | |
| (b) | as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, as a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Member’s rights as Members (including the right to receive further liquidation distributions, if any); and | |
| (c) | as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, |
subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.
Article 50.8(a) of the Company’s Amended and Restated Articles of Association be deleted in its entirety and replaced with the following new Article 50.8(a):
50.8(a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination by July 19, 2024, or such later time as the Members may approve in accordance with the Articles; or
RESOLVED, as a special resolution that, subject to and conditional upon the approval of the replacement of Article 50.7 of the Company’s Amended and Restated Articles of Association immediately prior to the consideration of this resolution:
Article 17.2 of the Company’s Amended and Restated Articles of Association be deleted in its entirety and replaced with the following new Article 17.2:
Class B Shares shall automatically convert into Class A Shares on a one-for-one basis (the “Initial Conversion Ratio”): (a) at any time and from time to time at the option of the holders thereof; or (b) automatically on the day of the consummation of a Business Combination.
Article 50.10 of the Company’s Amended and Restated Articles of Association be deleted in its entirety and replaced with the following new Article 50.10:
Except in connection with the conversion of Class B Shares into Class A Shares pursuant to Article 17.2 hereof where the holders of such Shares have waived any right to receive funds from the Trust Account, after the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:
| (a) | receive funds from the Trust Account; or | |
| (b) | vote as a class with Public Shares on a Business Combination. |
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