Financial Performance - As of March 31, 2023, the company reported a net income of $1,389,974, which included $2,304,389 in interest income and $595,611 in non-operating loss from changes in fair value of warrant liabilities [159]. - As of March 31, 2023, the company reported a net income of $2,932,363, which included $17,657 in interest income and $3,216,302 in non-operating income from changes in fair value of warrant liabilities [184]. - The company had approximately $3.4 million in cash and $2.7 million in working capital immediately after the IPO, indicating sufficient capital to sustain operations for at least one year [158]. - As of March 31, 2023, the company held cash of $761,586 and current liabilities of $1,045,168, reflecting ongoing liquidity challenges [182]. - The fair value of warrant liabilities increased to $1,548,590 as of March 31, 2023, from $952,979 as of December 31, 2022 [173]. Initial Public Offering (IPO) - 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 [151]. - 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 [175]. - The underwriters received a cash underwriting discount of 2.00% of the gross proceeds from the IPO, totaling $4,000,000, with an additional deferred fee of 3.50% amounting to $7,000,000 [162]. - The underwriters exercised a partial over-allotment option, purchasing an additional 1,240,488 units at an offering price of $10.00 per unit, generating additional gross proceeds of $12,404,880 [187]. Business Combination - The company must complete a Business Combination by October 19, 2023, or it will cease operations and redeem public shares at a price equal to the amount in the Trust Account [181]. - The company has until October 19, 2023, to consummate a Business Combination, with uncertainty regarding its ability to do so, raising substantial doubt about its ability to continue as a going concern [212]. - The company has not provided assurance that new financing will be available on commercially acceptable terms, which could impact its plans for a Business Combination [212]. - The company has drawn $302,500 from Working Capital Loans as of March 31, 2023, to finance transaction costs related to a Business Combination [166]. - The Company has the option to convert up to $1,000,000 of Working Capital Loans into warrants at a price of $1.50 per warrant upon consummation of a Business Combination [127]. Shareholder Information - The Company has authorized the issuance of 200,000,000 Class A ordinary shares, with 21,240,488 shares outstanding as of March 31, 2023, all subject to possible redemption [139]. - The Company has 5,310,122 Class B ordinary shares issued and outstanding as of March 31, 2023, down from the original issuance of 5,750,000 shares [141]. - The company has issued 5,750,000 founder shares at approximately $0.004 per share, representing 20% of the outstanding shares after the offering [202]. Financial Advisory and Fees - The Company has agreed to pay success fees ranging from $50,000 to $1,250,000 to financial advisors for successful business combinations [131]. - The company has entered into financial advisory agreements with success fees ranging from $50,000 to $1,250,000 for successful acquisitions [163]. - The company will reimburse an affiliate of the Sponsor up to $10,000 per month for administrative support, totaling $30,000 for the three months ended March 31, 2023 [128]. - The company will reimburse an affiliate of its Sponsor up to $10,000 per month for office space and administrative support until the completion of its initial business combination [185]. Internal Controls and Compliance - The company continues to evaluate its internal controls over financial reporting due to a material weakness identified as of December 31, 2022 [199]. - As of March 31, 2023, the company's disclosure controls and procedures were deemed ineffective due to a material weakness in internal controls over financial reporting related to a contingent fee commitment [221]. - The company has identified a material weakness related to review controls over unrecorded legal fees due to a third-party service provider [199]. - There were no changes in internal control over financial reporting during the fiscal quarter ended March 31, 2023, that materially affected the internal control [199]. - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain internal control audit requirements [197]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements [168]. - The company is classified as an emerging growth company under the JOBS Act, allowing it to delay compliance with new or revised accounting standards [213]. Risks and Uncertainties - The company is subject to risks associated with being an early stage and emerging growth company, which may impact future performance [150]. - The company lacks sufficient financial resources to sustain operations for a reasonable period, raising substantial doubt about its ability to continue as a going concern [212]. - The financial statements do not include adjustments that might result from the company's inability to continue as a going concern [212]. - The company has not recorded any adjustments in its financial statements due to the uncertainty of the COVID-19 pandemic's impact [190]. - The company expects to incur increased expenses due to being a public company, including legal, financial reporting, and due diligence expenses [183].

Business Combination and Strategy - The company has not selected any specific business combination target and intends to focus on technology sectors, particularly in digital transformation software and services [28]. - The company has not engaged in substantive discussions with any business combination target, indicating a lack of current evaluation for potential mergers [28]. - The company does not intend to take any action to ensure that management maintains their positions post-business combination, although some may negotiate to stay [152]. - The company may depend on a limited number of products or services post-business combination, which could expose it to significant risks [29]. - The company acknowledges potential conflicts of interest among its officers and directors regarding business combination evaluations [149]. Corporate Governance and Compliance - There were no delinquent filers among officers and directors during the year ended December 31, 2022, as per Section 16(a) of the Exchange Act [144]. - The company may face challenges in protecting shareholder interests due to its incorporation under Cayman Islands law, which differs from U.S. corporate governance standards [33]. - The company is subject to the federal securities laws of the United States, but enforcement of U.S. judgments in the Cayman Islands may be difficult [32]. - The company has not established specific minimum qualifications for director nominees, focusing instead on general attributes like integrity and professional reputation [143]. Financial Reporting and Risks - A material weakness in internal control over financial reporting has been identified, indicating a reasonable possibility of material misstatements in financial statements [45]. - The company is classified as an "emerging growth company" and may take advantage of certain exemptions from disclosure requirements, which could affect the attractiveness of its securities to investors [42]. Market and Regulatory Environment - The ongoing geopolitical tensions, particularly the invasion of Ukraine by Russia, have created global security concerns that could impact regional and global economies, leading to market disruptions and volatility in commodity prices [43]. - Proposed SEC rules on enhancing disclosures in business combination transactions may materially affect the company's ability to engage financial advisors and complete its initial business combination [44].

Financial Performance - For the three months ended September 30, 2022, the company reported a net income of $2,654,375, which included $960,443 of interest income and $1,905,956 from changes in the fair value of warrant liabilities[142] - The company generated non-operating income primarily from interest income and changes in the fair value of warrant liabilities, with total non-operating income of $7,266,459 for the nine months ended September 30, 2022[142] - As of September 30, 2022, the company held cash of $1,177,286 and current liabilities of $121,439, indicating a strong liquidity position[140] - As of September 30, 2022, the Company had $1,177,286 in its operating bank account and working capital of $1,476,014[154] Initial Public Offering - 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[125] - The underwriters purchased an additional 1,240,488 Option Units at an offering price of $10.00 per Unit, generating additional gross proceeds of $12,404,880 to the Company[149] - The cash underwriting discount for the Initial Public Offering was 2.00% of the gross proceeds, amounting to $4,000,000, with a deferred fee of 3.50% totaling $7,000,000[150] Business Combination - The total amount in the Trust Account reached $212,407,824 after the over-allotment option was exercised, which will be used for a future Business Combination[130] - The company has until October 19, 2023, to complete a Business Combination, or it will proceed with liquidation and redeem public shares at a price equal to the amount in the Trust Account[138] - The company will provide public shareholders the opportunity to redeem their shares for a pro rata portion of the Trust Account upon completion of a Business Combination[133] - The Company drew $215,000 from Working Capital Loans as of September 30, 2022, to finance transaction costs related to a Business Combination[154] - The Company has until October 19, 2023, to consummate a Business Combination, after which mandatory liquidation will occur if not completed[157] Management and Reporting - The company’s management has broad discretion regarding the application of net proceeds from the Initial Public Offering, primarily aimed at consummating a Business Combination[132] - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to take advantage of certain reporting exemptions[158] - The Company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act for a period of five years following its Initial Public Offering[169] Accounting and Financial Statements - The Company accounts for ordinary shares subject to possible redemption as temporary equity, presented at redemption value[167] - The Company did not consider the effect of warrants in the calculation of diluted income/(loss) per share due to their contingent nature[163] - The Company has not included any adjustments in its financial statements related to the uncertainties from the COVID-19 pandemic[156] - The company has no off-balance sheet arrangements or significant contractual obligations other than those disclosed in the report[146] Costs and Expenses - The company expects to incur significant costs related to being a public company, including legal and compliance expenses, as well as due diligence costs[141]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . COMPASS DIGITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40912 N/A (State or other jurisdiction ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . COMPASS DIGITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40912 N/A (State or other jurisdiction ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 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 (State or ot ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading Symbol(s) Name of each exchange on which registered Class A ordinary shares included as part of the Units, par value $0.0001 per share CDAQ The Nasdaq Global Market Redeemable warrants to acquire one Class A ordinary share included as part of the Units CDAQW The Nasdaq Global Market Units, each consisting of one Class A ordinary share and one-fourth of a redeemable warrant to acquire one Class A ordinary shar ...