Compass Digital Acquisition Corp. (NASDAQ:CDAQ), a special purpose acquisition company (SPAC), has announced amendments to its corporate structure and agreements with investors, as detailed in a recent SEC Form 8-K filing. On Wednesday, the company disclosed it has entered into Non-Redemption Agreements with certain third-party investors. These investors have agreed not to redeem an aggregate of 2,475,000 of the company's Class A ordinary shares during a recent shareholder meeting. In return, Compass Digital's sponsor will transfer up to 494,996 Class B ordinary shares to these investors, contingent on the approval of an extension amendment and the non-exercise of redemption rights.
Additionally, Compass Digital reported the issuance of 2,600,000 Class A ordinary shares upon the conversion of an equal number of Class B ordinary shares held by its sponsors. These shares are subject to the same conditions as the original Class B shares, including transfer restrictions and obligations related to business combination voting.
The company also announced the approval of an amendment to its Memorandum and Articles of Association, extending the deadline to complete a business combination from July 19, 2024, to December 19, 2024, with the possibility of monthly extensions up to April 19, 2025. This extension was ratified during the shareholder meeting held on July 18, 2024. Following the approval, the company filed the amendment with the Cayman Islands Registrar of Companies.
During the shareholder meeting, shareholders also ratified the selection of WithumSmith+Brown, PC as the company's independent registered public accounting firm for the year ending December 31, 2024.
Lastly, in relation to the extension amendment proposal, shareholders exercised their right to redeem approximately 2.7 million Class A ordinary shares for cash, totaling around $29.6 million.
These steps are part of Compass Digital Acquisition Corp.'s efforts to finalize a business combination within the newly extended timeframe. This article is based on information provided in the SEC filing by Compass Digital Acquisition Corp.
In other recent news, Compass Digital Acquisition Corp. has scheduled an extraordinary general meeting for its shareholders, which will be held at the offices of Ellenoff Grossman & Schole LLP in New York City. The specifics of the meeting, including the date and time, will be revealed in a definitive proxy statement to be filed with the U.S. Securities and Exchange Commission. This is a significant development for the company, which continues to operate as a "blank check" company, indicating its business plan is to engage in a merger or acquisition with an unidentified company or companies.
The deadline for shareholders to propose business for the meeting is set for June 21, 2024. Proposals should align with the laws of the Cayman Islands, SEC regulations, and the company's amended and restated memorandum and articles of association. The company has stressed that the meeting's agenda will strictly adhere to the matters stated in the definitive proxy statement. No other business outside of what is outlined in the definitive proxy statement will be considered at the meeting.
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