UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40912 Compass Digital Acquisition Corp. (Exact name of registrant as specified in its charter) | Cayman Islands | N/A | | - ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the unaudited condensed financial information of Compass Digital Acquisition Corp., including financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures [Item 1. Financial Statements.](index=4&type=section&id=Item%201.%20Financial%20Statements.) This section presents the unaudited condensed financial statements of Compass Digital Acquisition Corp. for the periods ended June 30, 2025, and December 31, 2024, including balance sheets, statements of operations, changes in shareholders' deficit, and cash flows, along with comprehensive notes detailing the company's organization, accounting policies, and financial instruments [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) This section provides the unaudited condensed balance sheets for Compass Digital Acquisition Corp. as of June 30, 2025, and December 31, 2024, detailing assets, liabilities, and shareholders' deficit | ASSETS | June 30, 2025 (unaudited) | December 31, 2024 | | :------------------------------ | :------------------------ | :---------------- | | Cash | $1,521 | $27,720 | | Prepaid expenses | $6,181 | $24,898 | | Due from sponsor | $111,692 | - | | Total current assets | $119,394 | $52,618 | | Cash held in Trust Account | $1,272,260 | $27,637,300 | | **Total assets** | **$1,391,654** | **$27,689,918** | | LIABILITIES | | | | Accounts payable | $323,709 | $165,912 | | Accrued expenses | $610,633 | $501,314 | | Polar Capital Investment payable| $227,273 | $227,273 | | Non-redemption liability | $4,155,022 | $4,028,008 |\n| Working Capital Loans | $1,657,122 | $1,240,000 | | Total current liabilities | $6,973,759 | $6,162,507 | | Derivative warrant liabilities | $595,611 | $119,123 | | **Total liabilities** | **$7,569,370** | **$6,281,630** | | Class A Ordinary Shares subject to possible redemption | $1,272,260 | $27,637,300 | | Shareholders' Deficit | | | | Accumulated deficit | $(7,450,507) | $(6,229,543) | | **Total shareholders' deficit** | **$(7,449,976)** | **$(6,229,012)** | | **Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit** | **$1,391,654** | **$27,689,918** | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) This section presents the unaudited condensed statements of operations for the three and six months ended June 30, 2025, and 2024, detailing the company's net loss or income | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | General and administrative expense | $97,120 | $516,106 | $557,462 | $723,802 | | Administrative expenses - related party | $30,000 | $30,000 | $60,000 | $60,000 | | Loss from operations | $(127,120) | $(546,106) | $(617,462) | $(783,802) | | Change in fair value of non-redemption liability| $(15,640) | — | $(127,014) | — | | Change in fair value of derivative warrant liabilities | $(352,602) | $382,382 | $(476,488) | $(125,079) | | Interest earned on cash or investments held in Trust Account | $81,044 | $639,184 | $323,575 | $1,271,151 | | **Net (loss) income** | **$(414,318)** | **$475,460** | **$(897,389)** | **$362,270** | | Basic and diluted net (loss) income per share Class A Ordinary Shares subject to possible redemption | $(0.07) | $0.05 | $(0.13) | $0.03 | | Basic and diluted net (loss) income per share non-redeemable Class A Ordinary Shares | $(0.07) | $0.05 | $(0.13) | $0.03 | | Basic and diluted net (loss) income per share non-redeemable Class B Ordinary Shares | $(0.07) | $0.05 | $(0.13) | $0.03 | [Unaudited Condensed Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) This section outlines the unaudited condensed statements of changes in shareholders' deficit for various periods, reflecting movements in equity components | Item | Balance as of January 1, 2025 | Balance as of March 31, 2025 | Balance as of June 30, 2025 | | :---------------------------------------------- | :---------------------------- | :--------------------------- | :-------------------------- | | Total Shareholders' Deficit | $(6,229,012) | $(6,954,614) | $(7,449,976) | | Accretion of Class A Ordinary Shares to redemption amount | $(242,531) | $(81,044) | | | Net loss | $(483,071) | $(414,318) | | | Item | Balance as of January 1, 2024 | Balance as of March 31, 2024 | Balance as of June 30, 2024 | | :---------------------------------------------- | :---------------------------- | :--------------------------- | :-------------------------- | | Total Shareholders' Deficit | $(1,369,057) | $(1,909,665) | $(1,778,389) | | Allocation of Polar Capital Investment payable proceeds to equity instrument | $204,549 | | | | Accretion of Class A Ordinary Shares to redemption amount | $(631,967) | $(639,184) | | | Net (loss) income | $(113,190) | $475,460 | | | Capital contribution from Sponsor | | $295,000 | | [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) This section presents the unaudited condensed statements of cash flows for the six months ended June 30, 2025, and 2024, detailing operating, investing, and financing activities | Cash Flows from Operating Activities | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Net (loss) income | $(897,389) | $362,270 | | Net cash used in operating activities| $(443,321) | $(498,760) | | Cash Flows from Investing Activities | | | | Net cash provided by investing activities | $26,688,615 | — | | Cash Flows from Financing Activities | | | | Net cash (used in) provided by financing activities | $(26,271,493) | $545,000 | | Net (decrease) increase in cash | $(26,199) | $46,240 | | Cash - end of period | $1,521 | $90,286 | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) This section provides detailed notes explaining the company's accounting policies, financial instruments, and significant transactions underlying the condensed financial statements [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=8&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) Compass Digital Acquisition Corp. is a blank check company formed to effectuate a business combination. It completed its IPO in October 2021, raising $200 million, and subsequently exercised an over-allotment option. The company's Trust Account funds were initially invested in U.S. government obligations but were liquidated to an interest-bearing demand deposit account in October 2023. The company has extended its business combination period multiple times, most recently to April 20, 2026, leading to significant public share redemptions. A Business Combination Agreement with EEW Renewables Corp. was entered into in September 2024. The company faces substantial doubt about its ability to continue as a going concern due to limited working capital and the deadline for a business combination - The Company is a **blank check company** incorporated on March 8, 2021, for the purpose of effectuating a business combination[20](index=20&type=chunk) - The Initial Public Offering (IPO) was consummated on October 19, 2021, raising **$200,000,000** from **20,000,000 units** at **$10.00 per unit**[23](index=23&type=chunk)[24](index=24&type=chunk) - On October 19, 2023, the Company instructed the trustee to liquidate investments in the Trust Account and hold funds in an interest-bearing demand deposit account[29](index=29&type=chunk) - The Company has extended its Combination Period multiple times, with the latest extension to **April 20, 2026**, approved on **April 16, 2025**[38](index=38&type=chunk)[48](index=48&type=chunk) **Public Share Redemptions in connection with Extension Votes:** | Event | Date | Public Shares Redeemed | Redemption Amount (approx.) | Per Share Price (approx.) | | :---------------- | :--------------- | :--------------------- | :-------------------------- | :------------------------ | | 2023 Redemptions | October 19, 2023 | 16,045,860 | $169.1 million | $10.54 | | 2024 Redemptions | July 18, 2024 | 2,713,143 | $29.6 million | $10.92 | | 2025 Redemptions | April 16, 2025 | 2,370,619 | $26.7 million | $11.25 | - On September 5, 2024, the Company entered into a **Business Combination Agreement** with EEW Renewables Ltd, which will result in the Company and EEW becoming wholly-owned subsidiaries of a new public entity, Pubco[54](index=54&type=chunk)[55](index=55&type=chunk) - As of June 30, 2025, the Company had **$1,521** in operating bank accounts and a working capital deficit of **$2,699,343**, raising **substantial doubt about its ability to continue as a going concern**[60](index=60&type=chunk)[64](index=64&type=chunk) [NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=16&type=section&id=NOTE%202%20-%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the significant accounting policies, including the basis of presentation in conformity with GAAP, the company's status as an emerging growth company, and key policies for cash, trust account, redeemable shares, income taxes, offering costs, earnings per share, warrant liabilities, derivative financial instruments, credit risk, and fair value measurements - The unaudited condensed financial statements are presented in conformity with **GAAP** for interim financial information[65](index=65&type=chunk) - The Company is an '**emerging growth company**' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[67](index=67&type=chunk)[68](index=68&type=chunk) - Class A Ordinary Shares subject to possible redemption are classified as **temporary equity** at redemption value, outside of shareholders' deficit[75](index=75&type=chunk) - Warrants are accounted for as **liability-classified instruments** and re-valued at each reporting date, with changes in fair value recognized in the statements of operations[86](index=86&type=chunk)[87](index=87&type=chunk) - The Company applies **ASC 820** for fair value measurements, categorizing assets and liabilities into **Level 1, 2, or 3** based on observability of inputs[91](index=91&type=chunk)[92](index=92&type=chunk)[93](index=93&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk) [NOTE 3 - INITIAL PUBLIC OFFERING](index=24&type=section&id=NOTE%203%20-%20INITIAL%20PUBLIC%20OFFERING) The Company completed its Initial Public Offering on October 19, 2021, selling 20,000,000 units at $10.00 each, generating $200,000,000. An over-allotment option was partially exercised on November 30, 2021, adding 1,240,488 units and $12,404,880 to the Trust Account. Underwriters subsequently waived their rights to deferred underwriting fees - Initial Public Offering (IPO) on **October 19, 2021**: **20,000,000 Units** sold at **$10.00 per Unit**, generating **$200,000,000** gross proceeds[98](index=98&type=chunk) - Partial exercise of Over-Allotment Option on **November 30, 2021**: additional **1,240,488 Units** sold, adding **$12,404,880** to the Trust Account[100](index=100&type=chunk) - Underwriters waived their rights to deferred underwriting commission held in the Trust Account on **August 11 and 14, 2023**[100](index=100&type=chunk) [NOTE 4 - PRIVATE PLACEMENT](index=24&type=section&id=NOTE%204%20-%20PRIVATE%20PLACEMENT) Simultaneously with the IPO, the Legacy Sponsor purchased 4,666,667 Private Placement Warrants for $7,000,000. An additional 165,398 Private Placement Warrants were purchased in connection with the over-allotment option. These warrants are identical to Public Warrants but lack redemption rights and expire worthless if a business combination is not consummated - Legacy Sponsor purchased **4,666,667 Private Placement Warrants** at **$1.50 each**, generating **$7,000,000**[101](index=101&type=chunk) - Additional **165,398 Private Placement Warrants** purchased with the partial exercise of the Over-Allotment option[101](index=101&type=chunk) - Private Placement Warrants have **no redemption rights** or liquidating distributions from the Trust Account and expire worthless if no Business Combination is consummated[102](index=102&type=chunk) [NOTE 5 - RELATED PARTY TRANSACTIONS](index=24&type=section&id=NOTE%205%20-%20RELATED%20PARTY%20TRANSACTIONS) This note details transactions with related parties, including the issuance and conversion of Founder Shares, payroll allocations under the Sponsor Employment Agreement, Working Capital Loans (2021 and 2024 Promissory Notes) from affiliates, and the Polar Capital Investment. It also covers the fair value accounting for Founder Shares transferred under non-redemption agreements - Initially, **5,750,000 Class B Ordinary Shares (Founder Shares)** were issued to the Legacy Sponsor. After forfeitures and conversions, **2,110,122 Class B Ordinary Shares** were outstanding as of June 30, 2025[103](index=103&type=chunk) - The Sponsor has agreed to transfer **782,490 Class B Ordinary Shares** to certain investors under non-redemption agreements, with an aggregate fair value of **$4,155,022** as of June 30, 2025[111](index=111&type=chunk)[112](index=112&type=chunk) - Working Capital Loans include a **$125,000** outstanding **2021 Promissory Note** and a **$1,532,122** outstanding **2024 Promissory Note** as of June 30, 2025, both non-interest bearing and convertible into warrants at the lender's discretion[113](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk)[116](index=116&type=chunk) - The Company has drawn **$1,250,000** from the Polar Capital Investment as of June 30, 2025, fair valued at **$227,273**, which is repayable in cash or Class A Ordinary Shares upon business combination[120](index=120&type=chunk)[121](index=121&type=chunk) - Administrative expenses paid to the Sponsors for office space and support were **$30,000** for the three months and **$60,000** for the six months ended June 30, 2025[122](index=122&type=chunk) [NOTE 6 - COMMITMENTS AND CONTINGENCIES](index=28&type=section&id=NOTE%206%20-%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines the Company's commitments and contingencies, including registration rights for various securities, details of the underwriting agreement (with deferred fees waived), and non-redemption agreements from 2023, 2024, and 2025. These non-redemption agreements involve the Sponsor transferring Founder Shares to investors in exchange for their commitment not to redeem Public Shares - Holders of **Founder Shares, Private Placement Warrants, and Working Capital Loan Warrants** are entitled to registration rights[123](index=123&type=chunk) - Underwriters of the IPO waived their entitlement to **deferred underwriting fees** held in the Trust Account[129](index=129&type=chunk) - Non-Redemption Agreements (2023, 2024, 2025) involve the Sponsor agreeing to transfer **782,490 Class B Ordinary Shares** to investors who committed not to redeem Public Shares[130](index=130&type=chunk)[131](index=131&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk) [NOTE 7 – DERIVATIVE WARRANT LIABILITIES](index=30&type=section&id=NOTE%207%20%E2%80%93%20DERIVATIVE%20WARRANT%20LIABILITIES) The Company's warrants are classified as derivative liabilities and are re-measured at fair value each reporting period, with changes recognized in the statements of operations. Public Warrants become exercisable 30 days after a business combination and expire five years later, subject to redemption conditions based on Class A Ordinary Share price thresholds ($18.00 or $10.00). Private Placement Warrants are similar but non-redeemable and exercisable on a cashless basis when held by initial purchasers or permitted transferees - Warrants are accounted for as **liabilities** and re-measured at **fair value** at each balance sheet date, with changes recognized in the condensed statements of operations[134](index=134&type=chunk)[159](index=159&type=chunk) - Public Warrants become exercisable **30 days after a Business Combination** and expire **five years** from consummation, or earlier upon redemption or liquidation[135](index=135&type=chunk) - The Company may redeem Warrants if the Class A Ordinary Share price equals or exceeds **$18.00** (at **$0.01 per warrant**) or **$10.00** (at **$0.10 per warrant**, with cashless exercise option)[139](index=139&type=chunk)[140](index=140&type=chunk)[142](index=142&type=chunk)[143](index=143&type=chunk) - Private Placement Warrants are identical to Public Warrants but are **non-transferable** until 30 days after a Business Combination, exercisable on a **cashless basis**, and **non-redeemable** when held by initial purchasers or permitted transferees[147](index=147&type=chunk) **Changes in Fair Value of Warrant Liabilities:** | Item | Fair Value as of Dec 31, 2024 | Change in Fair Value (Q1 2025) | Fair Value as of Mar 31, 2025 | Change in Fair Value (Q2 2025) | Fair Value as of Jun 30, 2025 | | :------------------------ | :---------------------------- | :----------------------------- | :---------------------------- | :----------------------------- | :---------------------------- | | Private Placement Warrants| $48,321 | $50,253 | $98,574 | $143,029 | $241,603 | | Public Warrants | $70,802 | $73,633 | $144,435 | $209,573 | $354,008 | | **Total Warrant Liabilities** | **$119,123** | **$123,886** | **$243,009** | **$352,602** | **$595,611** | [NOTE 8 - CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION](index=34&type=section&id=NOTE%208%20-%20CLASS%20A%20ORDINARY%20SHARES%20SUBJECT%20TO%20POSSIBLE%20REDEMPTION) Class A Ordinary Shares with redemption rights are classified as temporary equity at their redemption value. As of June 30, 2025, 110,866 shares were subject to possible redemption, down from 2,481,485 shares at December 31, 2024, reflecting significant redemptions during the period - Class A Ordinary Shares subject to possible redemption are classified as **temporary equity** at redemption value[148](index=148&type=chunk) **Reconciliation of Class A Ordinary Shares Subject to Possible Redemption:** | Item | Amount (USD) | | :---------------------------------------------- | :----------- | | Class A Ordinary Shares subject to possible redemption at December 31, 2023 | $55,347,556 | | Plus: Accretion to redemption value (2024) | $1,928,109 | | Less: Redemption of Class A Ordinary Shares (2024)| $(29,638,365)| | Class A Ordinary Shares subject to possible redemption at December 31, 2024 | $27,637,300 | | Plus: Accretion to redemption value (Q1 2025) | $242,531 | | Class A Ordinary Shares subject to possible redemption at March 31, 2025 | $27,879,831 | | Plus: Accretion to redemption value (Q2 2025) | $81,044 | | Less: Redemption of Class A Ordinary Shares (Q2 2025)| $(26,688,615)| | Class A Ordinary Shares subject to possible redemption at June 30, 2025 | $1,272,260 | [NOTE 9 – SHAREHOLDERS' DEFICIT](index=34&type=section&id=NOTE%209%20%E2%80%93%20SHAREHOLDERS'%20DEFICIT) The Company is authorized to issue Preference Shares, Class A Ordinary Shares, and Class B Ordinary Shares. As of June 30, 2025, there were no Preference Shares, 3,310,866 Class A Ordinary Shares (with 110,866 subject to redemption), and 2,110,122 Class B Ordinary Shares outstanding. Class B shares are convertible into Class A shares on a one-for-one basis, subject to certain adjustments - Authorized **1,000,000 Preference Shares** (**$0.0001 par value**); none issued or outstanding as of June 30, 2025, and December 31, 2024[150](index=150&type=chunk) - Authorized **200,000,000 Class A Ordinary Shares** (**$0.0001 par value**); **3,310,866** issued and outstanding as of June 30, 2025 (**110,866** subject to redemption)[151](index=151&type=chunk)[152](index=152&type=chunk) - Authorized **20,000,000 Class B Ordinary Shares** (**$0.0001 par value**); **2,110,122** issued and outstanding as of June 30, 2025. Class B shares are convertible into Class A shares on a **one-for-one basis**[153](index=153&type=chunk)[155](index=155&type=chunk)[156](index=156&type=chunk) [NOTE 10 - FAIR VALUE MEASUREMENTS](index=36&type=section&id=NOTE%2010%20-%20FAIR%20VALUE%20MEASUREMENTS) The Company measures certain assets and liabilities at fair value using a hierarchy of inputs (Level 1, 2, 3). Warrant liabilities are classified as Level 2, while non-redemption liabilities and Polar Capital Investment Payable are Level 3, reflecting the use of unobservable inputs in their valuation. The fair value of warrant liabilities increased significantly from December 31, 2024, to June 30, 2025 **Fair Value Measurements of Liabilities:** | Description | Level | June 30, 2025 | Level | December 31, 2024 | | :------------------------------ | :------ | :------------ | :------ | :---------------- | | Private Placement Warrants | Level 2 | $241,603 | Level 2 | $48,321 | | Public Warrants | Level 2 | $354,008 | Level 2 | $70,802 | | Non-redemption Liability | Level 3 | $4,155,022 | Level 3 | $4,028,008 | | Polar Capital Investment Payable| Level 3 | $227,273 | Level 3 | $227,273 | - Warrants are classified as **Level 2 liabilities** due to lack of trading activity for Public Warrants and reference to Public Warrant prices for Private Placement Warrants[160](index=160&type=chunk) **Changes in Fair Value of Warrant Liabilities:** | Item | Fair Value as of Dec 31, 2024 | Change in Fair Value (Q1 2025) | Fair Value as of Mar 31, 2025 | Change in Fair Value (Q2 2025) | Fair Value as of Jun 30, 2025 | | :------------------------ | :---------------------------- | :----------------------------- | :---------------------------- | :----------------------------- | :---------------------------- | | Private Placement Warrants| $48,321 | $50,253 | $98,574 | $143,029 | $241,603 | | Public Warrants | $70,802 | $73,633 | $144,435 | $209,573 | $354,008 | | **Total Warrant Liabilities** | **$119,123** | **$123,886** | **$243,009** | **$352,602** | **$595,611** | [NOTE 11 - SEGMENT INFORMATION](index=38&type=section&id=NOTE%2011%20-%20SEGMENT%20INFORMATION) The Company operates as a single reportable segment, with the Chief Executive Officer serving as the chief operating decision maker (CODM). The CODM reviews overall company assets, operating results, and financial metrics, including cash, cash held in Trust Account, general and administrative expenses, and interest earned on Trust Account funds, to allocate resources and assess performance - The Company has determined that there is only **one reportable segment**, with the Chief Executive Officer identified as the **CODM**[165](index=165&type=chunk)[166](index=166&type=chunk) - Key metrics reviewed by the CODM include **cash, cash held in Trust Account, general and administrative expenses, and interest earned on Trust Account funds**[167](index=167&type=chunk) [NOTE 12 - SUBSEQUENT EVENTS](index=38&type=section&id=NOTE%2012%20-%20SUBSEQUENT%20EVENTS) Subsequent to June 30, 2025, the Company has drawn an additional $42,000 on the 2024 Promissory Note, increasing the total outstanding balance to $1,574,121 - An additional **$42,000** was drawn on the **2024 Promissory Note**, bringing the total outstanding balance to **$1,574,121**[171](index=171&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.](index=39&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) This section provides management's perspective on the Company's financial condition and operational results, highlighting its status as a blank check company, recent financial performance, liquidity challenges, and ongoing efforts to complete a business combination. It also discusses key events like the Sponsor Handover, extensions of the combination period, and the Business Combination Agreement with EEW Renewables Corp [Overview](index=39&type=section&id=Overview) Compass Digital Acquisition Corp. is a blank check company focused on a business combination, generating non-operating income from its Trust Account. Following its IPO and over-allotment, funds were placed in a Trust Account, later moved to an interest-bearing demand deposit account. The company has extended its combination period multiple times, leading to significant redemptions, and faces liquidation if a business combination is not completed by April 20, 2026 - The Company is a **blank check company** formed to effectuate a Business Combination, generating non-operating income from interest on IPO and Private Placement proceeds[174](index=174&type=chunk)[175](index=175&type=chunk) - The Trust Account funds, initially invested in U.S. government obligations, were liquidated to an **interest-bearing demand deposit account** on October 19, 2023[179](index=179&type=chunk) - The Company must complete a Business Combination by **April 20, 2026**, or face mandatory liquidation and redemption of Public Shares[187](index=187&type=chunk) - As of June 30, 2025, the Company had **$1,521** in cash and a working capital deficit of **$2,699,343**, indicating significant liquidity challenges[188](index=188&type=chunk) [Recent Developments](index=41&type=section&id=Recent%20Developments) Since June 30, 2025, the Company has drawn an additional $42,000 on the 2024 Promissory Note, increasing the outstanding balance to $1,574,121. The Company's securities were delisted from Nasdaq on March 5, 2025, and are now quoted on the OTCID. On April 16, 2025, shareholders approved an extension of the Business Combination Period to April 20, 2026, and eliminated the net tangible assets redemption limitation - An additional **$42,000** was drawn on the **2024 Promissory Note**, bringing the total outstanding balance to **$1,574,121**[189](index=189&type=chunk) - The Company's securities were **delisted from Nasdaq** on **March 5, 2025**, and are now quoted on the **OTCID**[190](index=190&type=chunk) - Shareholders approved extending the Business Combination Period to **April 20, 2026**, and eliminating the redemption limitation on **April 16, 2025**[191](index=191&type=chunk)[192](index=192&type=chunk) [Sponsor Handover](index=42&type=section&id=Sponsor%20Handover) On August 31, 2023, the Legacy Sponsor transferred Founder Shares and Private Placement Warrants to the current Sponsor, HCG Opportunity, LLC. This handover also involved a change in the Board of Directors and officers, and the assignment of the Administrative Services Agreement to the new Sponsor - On **August 31, 2023**, the Legacy Sponsor transferred **3,093,036 Founder Shares** and **4,645,398 Private Placement Warrants** to the current Sponsor[193](index=193&type=chunk) - The Sponsor Handover included changes in the **Board of Directors and officers**, with new appointments for CEO and CFO[193](index=193&type=chunk) [Extensions of our Combination Period](index=43&type=section&id=Extensions%20of%20our%20Combination%20Period) The Company has repeatedly extended its Business Combination Period through shareholder approvals at EGMs in 2023, 2024, and 2025. Each extension resulted in significant redemptions of Public Shares, reducing the funds in the Trust Account - The Company extended its Business Combination Period from **October 19, 2023, to July 19, 2024**, then to **April 19, 2025**, and most recently to **April 20, 2026**[195](index=195&type=chunk)[196](index=196&type=chunk)[197](index=197&type=chunk)[198](index=198&type=chunk) **Public Share Redemptions in connection with Extension Votes:** | Event | Public Shares Redeemed | Redemption Amount (approx.) | Per Share Price (approx.) | | :---------------- | :--------------------- | :-------------------------- | :------------------------ | | 2023 Redemptions | 16,045,860 | $169.1 million | $10.54 | | 2024 Redemptions | 2,713,143 | $29.6 million | $10.92 | | 2025 Redemptions | 2,370,619 | $26.7 million | $11.25 | [Business Combination with EEW](index=43&type=section&id=Business%20Combination%20with%20EEW) On September 5, 2024, the Company entered into a Business Combination Agreement with EEW Renewables Ltd. This agreement outlines a merger and share exchange that will result in the Company and EEW becoming wholly-owned subsidiaries of a new public entity, Pubco, which will then be publicly traded. The base consideration for sellers is $300,000,000 in Pubco Ordinary Shares, with potential earnout shares based on price targets or EBITDA performance - On **September 5, 2024**, the Company entered into a **Business Combination Agreement** with EEW Renewables Ltd[54](index=54&type=chunk)[200](index=200&type=chunk) - The transaction involves a merger of Merger Sub into the Company and Pubco acquiring EEW shares, making both the Company and EEW wholly-owned subsidiaries of Pubco, which will become publicly traded[55](index=55&type=chunk)[201](index=201&type=chunk) - The base consideration for Sellers is **$300,000,000**, paid in newly issued Pubco Ordinary Shares valued at **$10.00 per share**[56](index=56&type=chunk) - Sellers are also entitled to up to **4,200,000 Earnout Shares** based on Pubco Ordinary Share price targets (**$11.00 and $12.00**) or Pubco's consolidated EBITDA for fiscal year ended April 30, 2025, exceeding **$41.9 million**[57](index=57&type=chunk) [Results of Operations](index=44&type=section&id=Results%20of%20Operations) For the three and six months ended June 30, 2025, the Company reported net losses of $414,138 and $897,389, respectively. This contrasts with net incomes of $475,460 and $362,270 for the corresponding periods in 2024. The losses in 2025 were primarily driven by operating expenses, changes in fair value of non-redemption liability, and derivative warrant liabilities, partially offset by interest earned on the Trust Account **Net (Loss) Income Summary:** | Period | Net (Loss) Income | | :------------------------------------ | :---------------- | | Three months ended June 30, 2025 | $(414,318) | | Three months ended June 30, 2024 | $475,460 | | Six months ended June 30, 2025 | $(897,389) | | Six months ended June 30, 2024 | $362,270 | - Key drivers for the net loss in 2025 include **operating expenses, changes in fair value of non-redemption liability, and derivative warrant liabilities**, partially offset by **interest income** from the Trust Account[204](index=204&type=chunk)[205](index=205&type=chunk) [Liquidity, Capital Resources and Going Concern](index=44&type=section&id=Liquidity,%20Capital%20Resources%20and%20Going%20Concern) As of June 30, 2025, the Company had limited cash and a significant working capital deficit, raising substantial doubt about its ability to continue as a going concern. Liquidity has been historically met through sponsor payments, promissory notes, private placement proceeds, and the Polar Capital Investment. The Company needs to complete a Business Combination by April 20, 2026, but lacks sufficient financial resources to sustain operations for a reasonable period - As of June 30, 2025, the Company had **$1,521** in cash and a working capital deficit of **$2,699,343**[208](index=208&type=chunk) - Liquidity needs have been satisfied through various sources, including **sponsor payments, IPO Promissory Note, Private Placement proceeds, 2021 and 2024 Working Capital Loans, and the Polar Capital Investment**[208](index=208&type=chunk) - The **2021 Promissory Note** had **$125,000** outstanding, and the **2024 Promissory Note** had **$1,532,122** outstanding as of June 30, 2025[211](index=211&type=chunk)[212](index=212&type=chunk) - The Company had drawn **$1,250,000** from the Polar Capital Investment as of June 30, 2025[213](index=213&type=chunk) - Management believes the Company may not have sufficient working capital to meet its needs through the consummation of a Business Combination by the **April 20, 2026** deadline, raising **substantial doubt about its ability to continue as a going concern**[215](index=215&type=chunk)[216](index=216&type=chunk) [Contractual Obligations](index=46&type=section&id=Contractual%20Obligations) The Company's contractual obligations include an Administrative Services Agreement with the Sponsor for monthly fees, registration rights for various securities, and the Underwriting Agreement (with deferred fees waived). It also details the Polar Capital Investment repayment terms, the Letter Agreement with Sponsors and officers, and the Non-Redemption Agreements which involve the transfer of Founder Shares to investors - The Company may reimburse the Sponsors up to **$10,000 per month** for administrative support, with **$220,000** accrued but unpaid as of June 30, 2025[217](index=217&type=chunk) - Holders of **Founder Shares, Private Placement Warrants, and Working Capital Loan Warrants** are entitled to registration rights[218](index=218&type=chunk) - Underwriters waived their **deferred underwriting fees** from the IPO[222](index=222&type=chunk) - The **Polar Capital Investment of up to $1,500,000** is repayable in cash or Class A Ordinary Shares upon a Business Combination[223](index=223&type=chunk) - Sponsors and officers waived rights to liquidating distributions from the Trust Account for Founder Shares if no Business Combination is completed[224](index=224&type=chunk) - Non-Redemption Agreements (2023, 2024, 2025) commit the Sponsor to transfer **782,490 Founder Shares** to investors who agreed not to redeem Public Shares[226](index=226&type=chunk)[228](index=228&type=chunk)[229](index=229&type=chunk)[230](index=230&type=chunk) [Critical Accounting Estimates](index=50&type=section&id=Critical%20Accounting%20Estimates) The preparation of financial statements requires management to make significant estimates and judgments, particularly concerning the fair value of financial instruments and accrued expenses. These estimates are based on historical experience and various factors, and actual results may differ - Preparation of financial statements requires **significant estimates and judgments**, affecting reported amounts of assets, liabilities, revenues, and expenses[231](index=231&type=chunk) - Key estimates include the **fair value of financial instruments and accrued expenses**[231](index=231&type=chunk) [Emerging Growth Company](index=50&type=section&id=Emerging%20Growth%20Company) The Company is an 'emerging growth company' under the JOBS Act, allowing it to take advantage of certain exemptions from reporting requirements. It has elected not to opt out of the extended transition period for new or revised financial accounting standards, which may impact comparability with other public companies - The Company is an '**emerging growth company**' and benefits from exemptions under the JOBS Act[232](index=232&type=chunk) - The Company has elected **not to opt out of the extended transition period** for new accounting standards, which may affect comparability of financial statements[233](index=233&type=chunk) [Use of Estimates](index=50&type=section&id=Use%20of%20Estimates) Management's financial reporting relies on estimates and assumptions that influence reported asset and liability amounts, as well as contingent disclosures. These estimates involve significant judgment, and actual outcomes could vary from these projections - Financial statements require management to make **estimates and assumptions** affecting reported amounts and disclosures[234](index=234&type=chunk) - Estimates involve **significant judgment**, and actual results may differ from these estimates[235](index=235&type=chunk) [Critical Accounting Policies](index=50&type=section&id=Critical%20Accounting%20Policies) The Company's critical accounting policies include the calculation of Net Loss Per Ordinary Share, the accounting for Warrant Liability as a re-measured liability, and the classification of Class A Ordinary Shares Subject to Redemption as temporary equity - **Net Loss Per Ordinary Share** is calculated by dividing net loss by the weighted average of Ordinary Shares outstanding, excluding the effect of warrants due to contingent exercise[236](index=236&type=chunk) - Warrants are accounted for as **liability-classified instruments**, recorded at fair value at issuance and re-valued at each balance sheet date, with changes recognized in the statements of operations[237](index=237&type=chunk)[238](index=238&type=chunk) - Class A Ordinary Shares subject to possible redemption are classified as **temporary equity** at redemption value due to redemption rights outside the Company's control[239](index=239&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk.](index=52&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) As a smaller reporting company, Compass Digital Acquisition Corp. is not required to provide detailed quantitative and qualitative disclosures about market risk - The Company is a **smaller reporting company** and is not required to provide quantitative and qualitative disclosures about market risk[240](index=240&type=chunk) [Item 4. Controls and Procedures.](index=52&type=section&id=Item%204.%20Controls%20and%20Procedures.) The Company's management, including its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of its disclosure controls and procedures, concluding they were effective as of June 30, 2025. There have been no material changes in internal control over financial reporting during the quarter - Disclosure controls and procedures were evaluated and deemed **effective** as of June 30, 2025[242](index=242&type=chunk) - No **material changes** in internal control over financial reporting occurred during the quarter ended June 30, 2025[244](index=244&type=chunk) [PART II. OTHER INFORMATION](index=53&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers other pertinent information, including legal proceedings, risk factors, equity security sales, defaults, mine safety, and exhibits [Item 1. Legal Proceedings.](index=53&type=section&id=Item%201.%20Legal%20Proceedings.) To the best of management's knowledge, there is no material litigation currently pending or contemplated against the Company or its officers and directors - No **material litigation** is currently pending or contemplated against the Company or its officers/directors[246](index=246&type=chunk) [Item 1A. Risk Factors.](index=53&type=section&id=Item%201A.%20Risk%20Factors.) As a smaller reporting company, the Company is not required to include risk factors in this report. For additional risks, reference is made to the Company's Annual Report on Form 10-K and Definitive Proxy Statement - The Company, as a **smaller reporting company**, is not required to include risk factors in this report[247](index=247&type=chunk) - Additional risks are detailed in the Company's **Annual Report on Form 10-K** and **Definitive Proxy Statement**[247](index=247&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.](index=53&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) This section confirms no unregistered sales of equity securities. It also details the use of IPO and Private Placement proceeds, noting the change in Trust Account investment strategy and the impact of redemptions from the 2025 EGM on equity securities [Unregistered Sales of Equity Securities](index=53&type=section&id=Unregistered%20Sales%20of%20Equity%20Securities) This subsection confirms that there were no unregistered sales of equity securities during the reporting period - There were **no unregistered sales of equity securities**[248](index=248&type=chunk) [Use of Proceeds](index=53&type=section&id=Use%20of%20Proceeds) This subsection details the utilization of proceeds from the IPO and Private Placement, including the change in Trust Account investment strategy - The Trust Account funds, initially invested in U.S. government securities, were liquidated and are now held in an **interest-bearing demand deposit account**[250](index=250&type=chunk) [Purchases of Equity Securities by the Issuer and Affiliated Purchasers](index=53&type=section&id=Purchases%20of%20Equity%20Securities%20by%20the%20Issuer%20and%20Affiliated%20Purchasers) This subsection outlines the repurchases of equity securities, specifically detailing public share redemptions in connection with the 2025 EGM - In connection with the 2025 EGM, Public Shareholders redeemed **2,370,619 Public Shares**, resulting in approximately **$26.7 million** being removed from the Trust Account[251](index=251&type=chunk) **Repurchases of Equity Securities (Three Months Ended June 30, 2025):** | Period | Total number of shares (or units) purchased | Average price paid per share (or unit) | Total number of shares (or units) purchased as part of publicly announced plans or programs | Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs | | :---------------------- | :------------------------------------------ | :------------------------------------- | :------------------------------------------------------------------------------------------ | :-------------------------------------------------------------------------------------------------------------------- | | April 1 – April 30, 2025| 2,370,619 | $11.25 | — | — | | May 1 – May 31, 2025 | — | — | — | — | | June 1 – June 30, 2025 | — | — | — | — | [Item 3. Defaults Upon Senior Securities.](index=54&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities.) There were no defaults upon senior securities during the reporting period - **No defaults** upon senior securities[254](index=254&type=chunk) [Item 4. Mine Safety Disclosures.](index=54&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is not applicable to the Company - Mine Safety Disclosures are **not applicable** to the Company[255](index=255&type=chunk) [Item 5. Other Information.](index=55&type=section&id=Item%205.%20Other%20Information.) This section confirms that no Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers during the quarter [Trading Arrangements](index=55&type=section&id=Trading%20Arrangements) This subsection confirms that no Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers - **No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements** were adopted or terminated by directors or officers during the quarter ended June 30, 2025[256](index=256&type=chunk) [Additional Information](index=55&type=section&id=Additional%20Information) This subsection provides any additional information not covered elsewhere in the report [Item 6. Exhibits.](index=55&type=section&id=Item%206.%20Exhibits.) This section lists the exhibits filed as part of, or incorporated by reference into, the Form 10-Q report, including amendments to the Articles of Association, certifications, and XBRL documents - Exhibits include the **Third Amendment to Amended and Restated Memorandum and Articles of Association, certifications from principal executive and financial officers, and Inline XBRL documents**[258](index=258&type=chunk) [SIGNATURES](index=56&type=section&id=SIGNATURES) This section contains the official signatures of the company's principal executive and financial officers, attesting to the report's accuracy [Signatures](index=56&type=section&id=Signatures) The report is duly signed on behalf of Compass Digital Acquisition Corp. by its Chief Executive Officer, Thomas D. Hennessy, and Chief Financial Officer, Nicholas Geeza, on August 13, 2025 - The report was signed by **Thomas D. Hennessy, Chief Executive Officer**, and **Nicholas Geeza, Chief Financial Officer**, on **August 13, 2025**[263](index=263&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40912 Compass Digital Acquisition Corp. (Exact name of registrant as specified in its charter) | Cayman Islands | N/A | | --- | ...

Business Combination Process - The company is in the process of completing its initial Business Combination, specifically the EEW Business Combination, which is expected to enhance shareholder value [13]. - The company has extended the Combination Period from October 19, 2023, to July 19, 2024, allowing more time to finalize the Business Combination [16]. - The company plans to seek approval to further extend the Combination Period beyond April 19, 2025, in the upcoming 2025 Proxy Statement [19]. - The company must complete its initial Business Combination by April 19, 2025, which is 42 months from the closing of the Initial Public Offering [30]. - The obligations to consummate the EEW Business Combination are subject to various conditions, including the approval of shareholders and the absence of any Material Adverse Effect [62]. - The EEW Business Combination Agreement may be terminated if the Closing does not occur by January 19, 2025, with potential extensions of up to three additional months [65]. - The EEW Business Combination will result in the Company becoming a wholly-owned subsidiary of Pubco, with all outstanding securities of the Company being cancelled in exchange for Pubco securities [43]. - The transaction includes provisions for drag-along rights to facilitate the transfer of shares to certain former shareholders of an affiliate of EEW [53]. Financial Information - The company completed its Initial Public Offering on October 19, 2021, raising gross proceeds of $200 million from the sale of 20 million Units at $10.00 per Unit [25]. - A total of $200 million was placed in the Trust Account, consisting of $196 million from the Initial Public Offering and $4 million from the Private Placement [28]. - The amount in the Trust Account is approximately $11.14 per Public Share as of December 31, 2024, providing Public Shareholders with the opportunity to redeem their shares at this price upon completion of the initial Business Combination [94]. - The per-share redemption amount in the Trust Account is approximately $11.14 as of December 31, 2024, before taxes payable [120]. - The company has access to up to $27.72 million from funds outside the Trust Account to cover potential claims, with a reserve for claims and liabilities of up to $50,000 [125]. - The Trust Account may be reduced below $10.00 per Public Share due to claims from creditors, affecting the redemption price for shareholders [124]. - The company must have at least $5,000,001 in net tangible assets at Closing unless shareholders approve amendments to eliminate this requirement [60]. - The Company and Pubco must collectively have an aggregate amount of cash and cash equivalents equal to or exceeding $15 million at Closing [63]. Shareholder Actions and Rights - The 2023 EGM resulted in 4,998,734 Public Shares not being redeemed, while 16,045,860 Public Shares were redeemed at approximately $10.54 per share [17]. - The company has entered into Non-Redemption Agreements to encourage investors not to redeem their shares during the EGM [17]. - Public Shareholders are restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent [108]. - The company will provide Public Shareholders with redemption rights either through a general meeting or a tender offer, allowing flexibility in how the initial Business Combination is executed [97]. - The redemption offer will remain open for at least 20 business days, and the initial Business Combination cannot be completed until the expiration of this period [102]. - The company intends to return any certificates delivered by Public Shareholders who elected to redeem their shares if the proposed initial Business Combination is not approved [113]. Risks and Uncertainties - The company is subject to various risks and uncertainties that may cause actual results to differ materially from forward-looking statements [15]. - The company may incur losses from costs related to identifying and evaluating target businesses if the initial Business Combination is not completed, reducing available funds for future transactions [86]. - The company has a lack of business diversification, which may expose it to risks associated with the performance of a single business post-combination [87]. - The funds in the Trust Account could be subject to claims from creditors, which would take priority over Public Shareholders' claims [121]. - In the event of bankruptcy, the Trust Account funds could be subject to claims from third parties, potentially reducing the amount returned to shareholders [126]. - The company faces competition from other SPACs and private equity groups, which may limit its ability to acquire larger target businesses due to financial resource constraints [129]. Share Structure and Sponsor Agreements - The Legacy Sponsor transferred 3,093,036 Founder Shares and 4,645,398 Private Placement Warrants to the new Sponsor during the Sponsor Handover on August 31, 2023 [31]. - Following the Sponsor Handover and Founder Share Conversions, there are 5,681,485 Class A Ordinary Shares and 2,110,122 Class B Ordinary Shares outstanding, with Legacy Sponsor and Sponsor holding approximately 28.45% and 39.70% of the total shares, respectively [41]. - The company issued 600,000 Class A Ordinary Shares on October 19, 2023, following the approval of the Founder Share Amendment Proposal [16]. - The company issued 600,000 Class A Ordinary Shares to the Sponsors upon the conversion of an equal number of Class B Ordinary Shares on October 19, 2023 [37]. - An additional 2,600,000 Founder Shares were converted into Class A Ordinary Shares on a one-for-one basis on July 24, 2024 [38]. - The Sponsor Agreement stipulates that if unpaid transaction expenses exceed $5 million, the Sponsor will either pay the excess in cash or forfeit shares equivalent to the excess amount [74]. Regulatory and Compliance Matters - The 2024 SPAC Rules adopted by the SEC may materially affect the company's ability to negotiate and complete its initial Business Combination, potentially increasing costs and time [14]. - The EEW Registration Statement must be declared effective by the SEC prior to Closing [60]. - Financial statements of potential target businesses must comply with GAAP or IFRS, which may limit the pool of candidates for Business Combinations [132]. - The company is required to file periodic reports with the SEC, including audited financial statements [131]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions [136]. - The company will remain a smaller reporting company until specific revenue and market value thresholds are exceeded [139]. Future Plans and Expectations - The company anticipates that the value of the Founder Shares will be substantially higher than the nominal price paid for them post-Business Combination [13]. - The company expects to receive proprietary deal flow opportunities due to the track record and business relationships of its officers and directors, enhancing the potential for successful acquisitions [82]. - The company may seek to raise additional funds through a private offering of debt or equity securities to complete its initial Business Combination, targeting businesses with enterprise values greater than the net proceeds from the Initial Public Offering [81]. - The company may raise funds through equity-linked securities or loans to satisfy cash requirements for the initial Business Combination [106]. - The Earnout Shares will vest if the volume-weighted average price for Pubco Ordinary Shares reaches $11.00 or $12.00 per share during the Earnout Period [50]. - Sellers may receive up to an additional 4.2 million Earnout Shares if certain performance targets are met, including a consolidated EBITDA of at least $41.9 million for the fiscal year ending April 30, 2025 [46][50].

IPO and Trust Account - The company completed its Initial Public Offering of 20,000,000 Units at $10.00 per Unit, generating gross proceeds of $200 million[151]. - Following the IPO, the company placed $200 million in a Trust Account, which will be invested in U.S. government treasury obligations or money market funds[156]. - On October 19, 2023, approximately $169.1 million was removed from the Trust Account due to redemptions by Public Shareholders, resulting in a redemption price of approximately $10.54 per share[171]. - During the 2024 EGM, Public Shareholders redeemed 2,713,143 Public Shares, resulting in approximately $29.6 million being removed from the Trust Account, equating to about $10.92 per share[175]. - The company will utilize up to $50,000 from accrued interest of the Trust Account for dissolution expenses if a Business Combination is not completed before the end of the Combination Period[202]. Financial Performance - For the three months ended September 30, 2024, the company reported a net loss of $4,568,210, with a loss from operations of $4,944,155, primarily due to operating expenses[180]. - For the nine months ended September 30, 2024, the company had a net loss of $4,205,940, with a loss from operations of $5,727,957[181]. - As of September 30, 2024, the company had a working capital deficit of $5,479,910 and only $33,544 in its operating bank account[185]. - The company drew $1,250,000 under the Polar Capital Investment, which was fair valued at $227,273 as of September 30, 2024[187]. - The company incurred $90,000 in administrative expenses for the nine months ended September 30, 2024, compared to $70,000 for the same period in 2023[192]. Business Combination and Regulations - The company expects to incur significant costs in pursuit of its initial Business Combination and cannot assure the success of this plan[166]. - The 2024 SPAC Rules adopted by the SEC may materially affect the company's ability to negotiate and complete its initial Business Combination[167]. - The company will only complete a Business Combination if it has net tangible assets of at least $5,000,001 at the time of closing[159]. - The company has until December 19, 2024, to complete its initial Business Combination, or it will cease operations and redeem Public Shares[165]. - The company has until December 19, 2024, or April 19, 2025, to consummate a Business Combination, with uncertainty regarding its ability to do so[190]. Shareholder Agreements and Equity - The company entered into 2024 Non-Redemption Agreements, with investors agreeing not to redeem 2,475,000 Public Shares, in exchange for 412,498 Founder Shares for the first five months and 82,498 Founder Shares per month thereafter[173]. - The Legacy Sponsor transferred 3,093,036 Founder Shares and 4,645,398 Private Placement Warrants to the New Sponsor as part of a Sponsor Handover[169]. - The estimated fair value of the 749,810 Class B Ordinary Shares attributed to investors in the 2023 Non-Redemption Agreements is $3,444,008, averaging $4.59 per share[203]. - The estimated fair value of the 742,490 Founder Shares in the 2024 Non-Redemption Agreements is $4,076,270, averaging approximately $5.49 per share[204]. - The company has waived rights to liquidating distributions from the Trust Account for Founder Shares if the initial Business Combination is not completed within the Combination Period[200]. Accounting and Reporting - The company does not have any critical accounting estimates that significantly affect its financial statements[205]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[207]. - The company accounts for its Ordinary Shares subject to possible redemption as temporary equity, measured at fair value[215]. - The company did not consider the effect of Warrants in the calculation of diluted income per share due to their contingent nature[211]. Underwriting and Advisory Fees - The underwriters of the Initial Public Offering were entitled to a cash underwriting discount of $4,000,000, with deferred fees of $7,000,000 payable upon completion of a Business Combination[195]. - The company has entered into financial advisory agreements with success fees ranging from $50,000 to $1,250,000, which were terminated in August 2023[197]. - The company entered into the Polar Subscription Agreement, with Polar agreeing to fund up to $1,500,000, of which $1,250,000 had been drawn as of September 30, 2024[199].

IPO and Trust Account - The company completed its Initial Public Offering of 20,000,000 Units at $10.00 per Unit, generating gross proceeds of $200 million[124]. - Following the IPO, the total amount deposited into the Trust Account reached $212,404,880 after the partial exercise of the Over-Allotment Option[129]. - Public Shareholders redeemed approximately $169.1 million (approximately $10.54 per share) from the Trust Account during the 2023 EGM[143]. - Approximately $29.6 million was removed from the Trust Account due to redemptions by public shareholders, equating to about $10.92 per share[147]. - The Class A Ordinary Shares are recorded at a redemption value of $10.90 per share as of June 30, 2024[133]. - Ordinary Shares subject to possible redemption are classified as temporary equity, measured at fair value[181]. Business Combination and Liquidation - The company has until December 19, 2024, to complete its initial Business Combination, or it will proceed to liquidation[137]. - The company will only complete a Business Combination if it has net tangible assets of at least $5,000,001 at the time of closing[131]. - The company has until December 19, 2024, or April 19, 2025, to consummate a Business Combination, raising concerns about its ability to continue as a going concern[159]. - The SEC's 2024 SPAC Rules, effective July 1, 2024, may materially affect the company's ability to negotiate and complete its initial Business Combination[139]. - The company expects to incur significant costs in pursuit of its initial Business Combination[138]. Financial Performance - For the three months ended June 30, 2024, the company reported a net income of $475,460, which included a loss from operations of $546,106[150]. - For the six months ended June 30, 2024, the company reported a net income of $362,270, with a loss from operations of $783,802[150]. - The company generated interest income of $639,184 from cash held in the Trust Account for the three months ended June 30, 2024[150]. - As of June 30, 2024, the company held cash of $90,286 and current liabilities of $1,195,068[138]. - As of June 30, 2024, the company had a working capital deficit of $1,064,846 and $90,286 in its operating bank account[154]. Sponsor and Shareholder Agreements - The Legacy Sponsor transferred 3,093,036 Founder Shares and 4,645,398 Private Placement Warrants to the New Sponsor during the Sponsor Handover[141]. - The company entered into 2024 Non-Redemption Agreements, securing commitments from investors not to redeem 2,475,000 Public Shares[145]. - Non-Redemption Agreements secured commitments from investors not to redeem 4,998,734 Public Shares for the 2023 EGM vote, in exchange for 749,810 Founder Shares[171]. - The company converted 2,600,000 Founder Shares into Class A Ordinary Shares and waived rights to funds from the Trust Account related to these shares[148]. Investments and Valuations - The company has drawn $750,000 under the Polar Capital Investment, which is valued at $136,364 as of June 30, 2024[156]. - Polar Subscription Agreement allows for funding up to $1,500,000, with $750,000 drawn as of June 30, 2024, valued at $136,364[168]. - The fair value of the 749,810 Class B Ordinary Shares is estimated at $3,444,008, or $4.59 per share, as of October 19, 2023[172]. Accounting and Reporting - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[174]. - The company has not identified any critical accounting estimates that could significantly affect reported amounts[172]. - The company does not have any critical accounting estimates that could significantly affect reported amounts[172]. - Warrants are assessed for classification as equity or liability based on specific terms, with changes in fair value recognized as non-cash gains or losses[179]. - The company has waived rights to liquidating distributions from the Trust Account for Founder Shares if the initial Business Combination is not completed[169]. - The company will repay Polar Capital Investment upon closing of an initial Business Combination, either in cash or Class A Ordinary Shares[168].

Financial Performance - For the three months ended March 31, 2024, the company reported a net loss of $113,190, which included a loss from operations of $237,696 and interest earned of $631,967 [210]. - For the three months ended March 31, 2023, the company reported a net income of $1,389,974, which included a loss from operations of $318,804 and interest earned on investments of $2,304,389 [244]. - The company has incurred increased expenses due to being a public company, including legal and financial reporting costs [243]. Capital Structure - The company generated gross proceeds of $200 million from the sale of 20,000,000 Units at an offering price of $10.00 per Unit during the Initial Public Offering [200]. - The company raised $7 million from the sale of 4,666,667 Private Placement Warrants at a price of $1.50 per warrant [173]. - The company is authorized to issue up to 200,000,000 Class A Ordinary Shares, with a par value of $0.0001 per share [188]. - The company has 5,794,628 Class A Ordinary Shares issued and outstanding, with 5,194,628 of those shares subject to possible redemption [188]. - The company issued 600,000 Class A Ordinary Shares upon the conversion of Class B Ordinary Shares, subject to restrictions on transfer until certain conditions are met [209]. - As of October 19, 2023, shareholders redeemed 16,045,860 Public Shares for approximately $10.54 per share, totaling an aggregate redemption amount of approximately $169.1 million [240]. - Following the Sponsor Handover and 2023 Redemptions, there were 5,794,628 Class A Ordinary Shares and 4,710,122 Class B Ordinary Shares outstanding, with the Legacy Sponsor and New Sponsor holding approximately 21.11% and 29.44% of the shares, respectively [242]. Business Combination - The company will only complete a Business Combination if it has net tangible assets of at least $5,000,001 immediately prior to or upon closing [175]. - The company will proceed with a Business Combination only if a majority of the outstanding shares voted are in favor of it [175]. - The company has until July 19, 2024, to consummate a Business Combination, failing which it will face mandatory liquidation [216]. - The company has broad discretion regarding the application of net proceeds from the Initial Public Offering and Private Placement, primarily intended for consummating a Business Combination [202]. - The company has received waivers from Citigroup Global Markets Inc. and J.P. Morgan Securities LLC regarding deferred underwriting fees related to any Business Combination [177]. - The company has received waivers from underwriters regarding deferred underwriting fees, releasing $7,434,171 from the Trust Account [221]. - The company may seek to extend its Combination Period, which would require shareholder approval and could impact its Trust Account [208]. - The SEC's new rules for SPACs, effective July 1, 2024, may materially affect the company's ability to complete its initial Business Combination [237]. Cash and Liabilities - As of March 31, 2024, the company held cash of $29,982 and current liabilities of $918,123, indicating a working capital deficit of $813,740 [213]. - The company has borrowed an aggregate of $125,000 under the WCL Promissory Note as of March 31, 2024 [246]. - The company instructed to liquidate investments in the Trust Account, holding funds in an interest-bearing demand deposit account instead [247]. Investments and Fair Value - The fair value of Private Placement Warrants as of March 31, 2024, is $444,550, while the fair value of Public Warrants is $651,375 [192]. - The fair value of 749,810 Class B Ordinary Shares was estimated at $3,444,008, or an average of $4.59 per share, as of October 19, 2023 [255]. - The company entered into a Polar Subscription Agreement for a potential investment of up to $1,500,000, of which $750,000 had been drawn as of March 31, 2024 [214]. Internal Controls and Advisory - The company identified a material weakness in internal control over financial reporting, which has been remediated through enhanced processes and third-party consultations [287]. - The company entered into financial advisory agreements with success fees ranging from $50,000 to $1,250,000, which were terminated in August 2023 [252]. Other Financial Activities - The underwriters of the Initial Public Offering exercised an Over-Allotment Option, generating additional gross proceeds of $12,404,880 [220]. - The company has incurred significant costs in pursuit of its initial Business Combination, with ongoing liquidity needs to cover operational expenses and due diligence [215]. - The company has entered into financial advisory agreements with success fees ranging from $50,000 to $1,250,000, which were terminated in August 2023 [252].

Financial Position - As of December 31, 2023, the company held cash of $44,046 and current liabilities of $1,269,365, compared to cash of $936,434 and current liabilities of $1,245,832 as of December 31, 2022[177]. - The company had a working capital deficit of $780,593 as of December 31, 2023, with only $44,046 in its operating bank account[189]. - The company has recorded Class A Ordinary Shares at a redemption value of $10.65 per share as of December 31, 2023[172]. - The company incurred $120,000 in administrative expenses for the year ending December 31, 2023, compared to $30,000 in 2022[196]. - The company has borrowed a total of $125,000 under the Working Capital Loans as of December 31, 2023, down from $267,500 in 2022[190]. Business Combination - The company has until July 19, 2024, to complete its initial Business Combination, or it will cease operations and redeem Public Shares at a price equal to the amount in the Trust Account[175]. - The company expects to incur significant costs in pursuing its initial Business Combination and cannot assure the success of these plans[177]. - The company may seek to extend the Combination Period, which would require Public Shareholder approval and could adversely affect the Trust Account balance[181]. - The company has until July 19, 2024, to complete a Business Combination, or it will face mandatory liquidation[194]. Shareholder Information - Following the 2023 Redemptions, holders of 16,045,860 Public Shares redeemed their shares for approximately $10.54 per share, totaling an aggregate redemption amount of approximately $169.1 million[158]. - The company’s Sponsors hold approximately 21.11% and 29.44% of the issued and outstanding Ordinary Shares, respectively[156]. - The company issued 5,794,628 Class A Ordinary Shares and 4,710,122 Class B Ordinary Shares, with the Prior Sponsor and Sponsor holding approximately 21.11% and 29.44% of the shares, respectively[183]. Initial Public Offering - The company completed its Initial Public Offering of 20,000,000 Units at $10.00 per Unit on October 19, 2021, generating gross proceeds of $200 million[161]. - The company has broad discretion regarding the application of net proceeds from the Initial Public Offering, primarily intended for consummating a Business Combination[169]. Income and Expenses - For the year ended December 31, 2023, the company reported a net income of $4,386,322, despite a loss from operations of $5,490,575, primarily due to operating expenses[186]. - The company recognized a gain of $246,814 on the settlement of deferred underwriting fees for the year ended December 31, 2023[204]. Derivative Liabilities - The company reported a change in fair value of derivative warrant liabilities of $364,515 for the year ended December 31, 2023[186]. - Warrants are assessed for classification as either equity or liability instruments based on specific terms, with changes in estimated fair value recognized as non-cash gains or losses[218][219]. Share Valuation - The estimated fair value of the 749,810 Class B Ordinary Shares transferred to investors under non-redemption agreements was $3,444,008, averaging $4.59 per share[209]. - Ordinary Shares subject to possible redemption are classified as temporary equity and presented at redemption value, reflecting uncertain future events[220]. Regulatory Status - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements, including reduced disclosure obligations regarding executive compensation[212]. - The company has elected not to opt out of the extended transition period for new or revised financial accounting standards, which may complicate financial statement comparisons with other public companies[213]. - The company is not required to provide quantitative and qualitative disclosures about market risk as it qualifies as a smaller reporting company[221]. Earnings Per Share - Net income per Ordinary Share is calculated by dividing net income by the weighted average of Ordinary Shares outstanding, excluding the effect of Warrants due to their contingent nature[217].

IPO and Fundraising - The company completed its Initial Public Offering (IPO) of 20,000,000 units at $10.00 per unit, generating gross proceeds of $200 million on October 19, 2021[145]. - An additional 1,240,488 units were sold at $10.00 per unit on November 30, 2021, generating total gross proceeds of $12,404,880, bringing the aggregate proceeds in the Trust Account to $212,404,880[151]. - Institutional Anchor Investors purchased 20,000,000 units in the IPO, indicating strong initial interest from significant investors[146]. - The underwriters received a cash underwriting discount of $4,000,000 from the Initial Public Offering, with a deferred fee of $7,000,000 contingent on completing a Business Combination[175]. Financial Position - As of September 30, 2023, the company held cash of $450,980 and current liabilities of $926,502, indicating a decrease in cash from $936,434 as of December 31, 2022[159]. - As of September 30, 2023, the company had a working capital deficit of $390,085 and $450,980 in its operating bank account[179]. - The company incurred additional offering costs of $682,268 related to the over-allotment option, impacting net proceeds available for business combinations[151]. - Approximately $169.1 million (about $10.54 per share) was removed from the Trust Account due to the redemption of 16,045,860 Class A ordinary shares[164]. Business Operations - The company has not generated any operating revenues and will only do so after completing its initial Business Combination[144]. - For the three months ended September 30, 2023, the company reported a net income of $2,009,138, with a loss from operations of $594,934[167]. - For the nine months ended September 30, 2023, the company reported a net income of $5,410,558, with a loss from operations of $1,246,968[168]. - The company incurred $30,000 and $90,000 for related party administrative support for the three and nine months ended September 30, 2023, respectively[172]. Business Combination and Liquidation - The company has a deadline of July 19, 2024, to complete a Business Combination, or it will proceed to liquidate and redeem public shares[158]. - The company will provide public shareholders the opportunity to redeem shares for a pro rata portion of the Trust Account upon completion of a Business Combination[156]. - Shareholders approved the Extension Amendment Proposal to extend the deadline for the initial business combination from October 19, 2023, to July 19, 2024[163]. - The company has until July 19, 2024, to consummate a Business Combination, raising substantial doubt about its ability to continue as a going concern[182]. Risks and Classifications - The company is subject to risks associated with early-stage and emerging growth companies, including the ability to select appropriate target businesses for acquisition[143]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to take advantage of certain reporting exemptions[184]. - The company has not opted out of the extended transition period for new or revised financial accounting standards, which may complicate financial statement comparisons with other public companies[185]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[193]. Shareholder and Equity Information - The Legacy Sponsor transferred 3,093,036 Founder Shares and 4,645,398 Private Placement Warrants to the New Sponsor on August 31, 2023[161]. - Net income per ordinary share is calculated by dividing net income by the weighted average of ordinary shares outstanding, excluding the effect of certain warrants due to their anti-dilutive nature[188]. - Warrants are classified as either equity or liability based on specific terms, with assessments conducted at issuance and quarterly[189]. - Ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value on the balance sheet[191].

Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $2,011,446, which included $2,568,625 of interest income and $333,230 of operating expenses[150]. - For the six months ended June 30, 2023, the company had a net income of $3,401,420, consisting of $4,873,014 of interest income and $652,034 of operating expenses[152]. - The company generated non-operating income from interest on cash and cash equivalents from IPO proceeds, with no operating revenues until a Business Combination is completed[132]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on October 19, 2021, raising gross proceeds of $200 million from the sale of 20,000,000 units at $10.00 per unit[133]. - The company raised $4,000,000 in cash underwriting discount from its Initial Public Offering, with a potential total of $4,600,000 if the over-allotment option is exercised in full[161]. - The company has placed $200 million from its IPO proceeds into a Trust Account, which will be invested in U.S. government securities until a Business Combination is completed[137]. - The company incurred additional offering costs of $682,268 related to the Over-Allotment, bringing total proceeds in the Trust Account to $212,407,824[139]. Business Combination - The company has until October 19, 2023, to complete a Business Combination, or it will cease operations and redeem public shares[146]. - The company has until October 19, 2023, to consummate a Business Combination, raising substantial doubt about its ability to continue as a going concern[169]. - If a Business Combination is not consummated by October 19, 2023, there will be a mandatory liquidation and subsequent dissolution of the company[169]. - The company has agreed to pay success fees ranging from $50,000 to $1,250,000 for business combinations[162]. - The company drew $302,500 from Working Capital Loans as of June 30, 2023, to finance transaction costs related to a Business Combination[166]. Financial Position - As of June 30, 2023, the company held cash of $619,774 and current liabilities of $1,108,592[148]. - As of June 30, 2023, the company had $619,774 in its operating bank account and a working capital deficit of $317,967[166]. - The company lacks sufficient financial resources to sustain operations for a reasonable period, which is considered to be one year from the issuance date of the financial statements[169]. - The company has a liquidity need that has been satisfied through various means, including a $25,000 payment from the Sponsor and a loan of approximately $195,000[166]. Compliance and Legal Costs - The company expects to incur significant costs related to being a public company, including legal and compliance expenses[149]. Accounting and Reporting - The company accounts for its ordinary shares subject to possible redemption as temporary equity, presented at redemption value outside of the shareholders' deficit section of the balance sheet[179]. - The company has not made any adjustments in its financial statements regarding the impact of the COVID-19 pandemic, as the specific impact is not readily determinable[168].