UNITED
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FORM
CURRENT REPORT
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 15, 2024, Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), received a letter from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that the staff of Nasdaq (“Staff”) has determined that: the Company’s securities will be delisted from Nasdaq, trading of the Company’s Class A ordinary shares, warrants, and units will be suspended at the opening of business on October 22, 2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on Nasdaq pursuant to Nasdaq Listing Rule IM-5101-2 (“Rule IM-5101-2”). Under Rule IM-5101-2, a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its initial public offering (“IPO”) registration statement. Since the Company failed to complete its initial business combination by October 14, 2024, the Company did not comply with Rule IM-5101-2, and its securities are now subject to delisting.
The Company may appeal the Staff’s determination to a Hearings Panel (the “Panel”), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. However, the Staff noted that pursuant to Nasdaq Listing Rule 5815(c)(1)(H), in the case of a Company whose business plan is to complete one or more acquisitions, as described in Rule IM-5101-2, where the Staff’s delisting determination letter issued is based on a failure to satisfy the requirement set forth in Rule IM-5101-2(b) to complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement, the Panel may only reverse a delisting decision where the Panel determines that the Staff delisting determination letter was in error and that the Company never failed to satisfy the requirement.
The Company will remain a reporting entity under the Securities Exchange Act of 1934, as amended, ensuring continued disclosure of financial and operational information.
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: October 17, 2024
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