UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 5, 2024
COMPASS
DIGITAL ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman
Islands |
|
001-40912 |
|
N/A |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
195
US HWY 50, Suite 309
Zephyr
Cove, NV
(Address
of principal executive offices)
89448
(Zip
Code)
Registrant’s
telephone number, including area code: (214) 526-4423
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one Class A Ordinary Share and one-third of one redeemable Warrant |
|
CDAQU |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
| Class
A Ordinary Shares, par value $0.0001 per share |
|
CDAQ |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
| Warrants,
each exercisable for one Class A Ordinary Share for $11.50 per share |
|
CDAQW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
7.01 Regulation FD Disclosure.
On
September 6, 2024, Compass Digital Acquisition Corp., a Cayman Islands exempted company (“Compass Digital”)
and EEW Renewables Ltd (“EEW”), a global developer in the renewable energy industry, issued a joint press release
(the “Press Release”) announcing the execution of a Business Combination Agreement (the “Business Combination
Agreement”) providing for the proposed business combination of Compass Digital and EEW (“Business Combination”),
under a to be formed new public holding company (“Pubco”). A copy of the Press Release is furnished
herewith as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
Furnished
herewith as Exhibit 99.2 and incorporated into this Item 7.01 by reference is an investor presentation that will be used by Compass Digital
and EEW in connection with the Business Combination.
The
information in this Item 7.01, including Exhibits 99.1 and Exhibit 99.2, are furnished and shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject
to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act.
Forward-Looking
Statements
This
8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed Business
Combination between EEW and Compass Digital and Pubco, including statements regarding the benefits of the Business Combination, the anticipated
timing of the completion of the Business Combination, the services offered by EEW and the markets in which it operates, the expected
total addressable market for the services offered by EEW, the sufficiency of the net proceeds of the Business Combination to fund EEW’s
operations and business plan and EEW’s projected future results. These forward-looking statements generally are identified by the
words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,” and similar
expressions. Forward-looking statements are predictions, projections and other statements about future events or conditions that are
based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual
future events to differ materially from the forward-looking statements in this document, including, but not limited to the following
risks: (i) the Business Combination may not be completed in a timely manner or at all; (ii) the Business Combination may not be completed
by Compass Digital’s business combination deadline, and Compass Digital may fail to obtain an extension of its business combination
deadline; (iii) the parties may fail to satisfy the conditions to the consummation of the Business Combination, including the adoption
of the business combination agreement by the shareholders of Compass Digital, the satisfaction of the minimum trust account amount following
redemptions by Compass Digital’s public shareholders, retaining a minimum amount of available cash and the receipt of certain governmental
and regulatory approvals; (iv) an event, change or other circumstance could occur that gives rise to the termination of the business
combination agreement; (v) the announcement or pendency of the Business Combination could adversely affect EEW’s business relationships,
performance, and business generally; (vi)the Business Combination could disrupt EEW’s current plans and operations; (vii) legal
proceedings may be instituted against EEW, Compass Digital, Pubco or others related to the business combination agreement or the Business
Combination; (viii) Pubco may fail to meet Nasdaq Stock Exchange listing standards at or following the consummation of the Business Combination;
(ix) the parties may not be able to recognize the anticipated benefits of Business Combination, which may be affected by a variety of
factors, including changes in the competitive and highly regulated industries in which EEW (and following the Business Combination, Pubco)
operates, variations in performance across competitors and partners, changes in laws and regulations affecting EEW’s business and
the ability of EEW and the post-combination company to retain its management and key employees; (x) Pubco may not be able to implement
business plans, forecasts, and other expectations after the completion of the Business Combination; (xi) EEW (and following the Business
Combination, Pubco) will need to raise additional capital to execute its business plan, which may not be available on acceptable terms
or at all; (xii) Pubco may experience difficulties in managing its growth and expanding operations; (xiii) Pubco may suffer cyber security
or foreign exchange losses; (xiv) a potential public health crises may affect the business and results of operations of EEW (and following
the Business Combination, Pubco) and the global economy generally; (xv) the effect of costs related to the Business Combination; (xvi)
EEW’s limited operating history; (xvii) EEW depends on the sale of a small number of projects in its portfolio; (xviii) to be successful,
EEW must continually source new projects, including the related properties and grid capacity; (xix) the solar industry has historically
been cyclical and experienced periodic downturns; (xx) EEW’s expansion into new lines of business involves inherent risks and may
not be successful; (xxi) EEW faces substantial competition in the markets for renewable energy, and many of its competitors are better
established and have more resources; (xxii) EEW will need additional funding to complete its business plan, and it may fail to obtain
this funding on reasonable sources or at all; (xxiii) EEW’s projects are subject to substantial regulation; (xxiv) EEW operates
in many different jurisdictions and countries, which exposes it to complexity and risk; and (xxv) the predicted growth of renewable energy
in general and solar energy in particular may not materialize. The foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Compass Digital’s
Quarterly Reports on Form 10-Q, the registration statement on Form F-4 and proxy statement/prospectus that will be filed by Pubco, and
other documents filed by Compass Digital and Pubco from time to time with the Securities and Exchange Commission (the “SEC”).
These filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking statements, and EEW and Compass Digital assume no obligation and do
not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
None of EEW, Compass Digital or Pubco gives any assurance that any of EEW, Compass Digital or Pubco will achieve its expectations.
Additional
Information and Where to Find It
This
8-K relates to the Business Combination, but does not contain all the information that should be considered concerning the Business Combination
and is not intended to form the basis of any investment decision or any other decision in respect of the transaction. Pubco intends to
file with the SEC a registration statement on Form F-4 relating to the transaction that will include a proxy statement of Compass Digital
and a prospectus of Pubco. When available, the definitive proxy statement/prospectus and other relevant materials will be sent to all
Compass Digital shareholders as of a record date to be established for voting on the Business Combination. Compass Digital and Pubco
also will file other documents regarding the Business Combination with the SEC. Before making any voting decision, investors and securities
holders of Compass Digital are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents
filed or that will be filed with the SEC in connection with the Business Combination as they become available because they will contain
important information about Compass Digital, EEW and the Business Combination.
Investors
and securities holders will be able to obtain free copies of the proxy statement/prospectus and all other relevant documents filed or
that will be filed with the SEC by Compass Digital and Pubco through the website maintained by the SEC at www.sec.gov. In addition, the
documents filed by Compass Digital and Pubco may be obtained free of charge by contacting its Chief Financial Officer, Nick Geeza, c/o
Compass Digital Acquisition Corp., 195 US HWY 50, Suite 309, Zephyr Cove, NV, at (310) 954-9665.
Participants
in the Solicitation
EEW,
Compass Digital and Pubco and their respective directors and executive officers may be deemed under SEC rules to be participants in the
solicitation of proxies of Compass Digital’s shareholders in connection with the Business Combination. Investors and security holders
may obtain more detailed information regarding the names and interests of Compass Digital’s directors and officers in the Business
Combination in Compass Digital’s filings with the SEC, including Compass Digital’s final prospectus in connection with its
initial public offering, which was filed with the SEC on October 18, 2021 (the “IPO S-1”). To the extent that holdings
of Compass Digital’s securities have changed from the amounts reported in Compass Digital’s IPO S-1, such changes have been
or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under
SEC rules, be deemed participants in the solicitation of proxies of Compass Digital’s shareholders in connection with the Business
Combination will be set forth in the proxy statement/prospectus on Form F-4 for the Business Combination, which is expected to be filed
by Pubco with the SEC.
Investors,
shareholders and other interested persons are urged to read the proxy statement/prospectus and other relevant documents that will be
filed with the SEC carefully and in their entirety when they become available because they will contain important information about the
Business Combination. Investors, shareholders and other interested persons will be able to obtain free copies of the proxy statement/prospectus
and other documents containing important information about EEW, Compass Digital and Pubco through the website maintained by the SEC at
www.sec.gov. Copies of the documents filed with the SEC that are referred to herein can be obtained free of charge from the sources indicated
above.
No
Offer or Solicitation
This
8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the
transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Compass Digital, Pubco or
EEW, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would
be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions
therefrom.
| Item 9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| COMPASS
DIGITAL ACQUISITION CORP. |
|
| |
|
| By: |
/s/
Nick Geeza |
|
| Name: |
Nick
Geeza |
|
| Title: |
Chief
Financial Officer |
|
Date:
September 6, 2024
Exhibit
99.1
EEW
Renewables, a Global Renewable Energy Developer, and Compass Digital Acquisition Corp. Announce Definitive Business Combination Agreement
| |
● |
EEW
Renewables Ltd (“EEW” or the “Company”) is a global utility-scale renewable energy project developer across
Europe and Australia with expertise across Solar PV, Battery Energy Storage System (“BESS”), and Green Hydrogen. |
| |
● |
Europe
and Australia remain strong markets for renewable projects given the relatively low cost of installation, ease of grid connectivity,
and attractive electricity rates. |
| |
● |
EEW
has an established 12-year track record developing ~1.5 GW of renewable energy projects with compelling growth supported by a
9 GW project pipeline. |
| |
● |
EEW
has a unique opportunity to evolve from a pure play developer into an independent power producer (“IPP”), attracting
recurring revenue and attractive return on invested capital with the long-term goal of achieving IPP multiples in the public markets. |
| |
● |
The
proposed transaction values EEW at a pre-money enterprise value of $300 million (pro forma enterprise value of $386 million, assuming
$25 million total left from trust proceeds and transaction financing at $10.00 per share). |
NEW
YORK – September 6, 2024 – EEW Renewables Ltd, a global developer in the renewable energy industry, and
Compass Digital Acquisition Corp. (Nasdaq: CDAQ) (“CDAQ”), a special purpose acquisition company, have entered into a definitive
business combination agreement (the “Business Combination Agreement”).
EEW
is a global utility-scale renewable energy project developer with diversified operations across Europe and Australia. Since its founding
in 2012, EEW has leveraged over a decade of experience to successfully develop approximately 1.5 GW of renewable energy projects. The
Company operates a streamlined platform with specialized expertise in key renewable technologies, including solar PV, BESS, and green
hydrogen development.
EEW
boasts a robust project pipeline totalling 9 GW, providing around 8x coverage of its 2024 sales forecast. The advanced-stage pipeline
includes more than 300MW of Solar PV and over 1.5 GWh of BESS, positioning EEW to capitalize on the expanding global demand for renewable
energy. The Company is strategically poised to benefit from large, growing addressable markets, driven by global climate initiatives,
declining renewable energy costs, and rising energy demand.
As
a pure-play developer, EEW has a natural advantage and a strategic vision to evolve into an IPP, enabling it to manage and operate select
projects and capture recurring revenue. Upon closing of the transactions contemplated in the Business Combination Agreement (the “Proposed
Business Combination”), the combined company is expected to list on Nasdaq, which could accelerate EEW’s growth trajectory,
unlocking a multitude of new opportunities.
EEW’s
existing management team, led by CEO Svante Kumlin, will continue to lead the business after this transaction.
Svante
Kumlin commented: “Today’s
business combination represents a significant milestone for EEW and enables us to continue to grow the business and capitalize on our
significant existing project pipeline. Our team has demonstrated a strong track record of originating and developing utility-scale renewable
energy projects globally and is committed to generating clean and renewable energy. This combination with CDAQ provides us with a partner
that shares our vision for the future and secures our ability to continue executing our business plan. We are excited to collaborate
with the CDAQ team and believe we are well-positioned to unlock new opportunities and significant value for our shareholders.”
Thomas
Hennessy, CEO of CDAQ, added: “We are pleased to announce our business combination with EEW, a premier global renewable energy
project developer. Given CDAQ’s exclusive focus on category-defining businesses, CDAQ is the ideal strategic partner to help EEW
accelerate its growth as a Nasdaq listed company and create long-term shareholder value. We have been impressed by EEW’s strategic
vision, capable team and expansive global project pipeline that should provide investors with a compelling long-term opportunity.”
Proposed
Business Combination Overview
The
Proposed Business Combination implies a pro forma combined enterprise value of $386 million, assuming $25 million total left from
trust proceeds and transaction financing at $10.00 per share, excluding additional earnout consideration. The Proposed Business Combination
is expected to deliver gross cash proceeds to EEW of approximately $25 million, through a combination of SPAC Trust proceeds and additional
funding from one or more financing agreements with investors expected to be executed prior to the closing of the Proposed Business Combination.
Under
the terms of the Business Combination Agreement, EEW’s existing shareholders will convert 100% of their equity ownership into the
combined company and are expected to own approximately 79% of the post-combination company upon consummation of the Proposed Business
Combination, inclusive of the additional earnout consideration and any third-party financing arrangements.
The
Proposed Business Combination is expected to be completed in the first quarter of 2025, subject to customary closing conditions,
including regulatory and CDAQ stockholder approvals. The combined public company is expected to list its common stock and warrants to purchase common stock on Nasdaq, subject to approval of its listing application. The Proposed
Business Combination has been unanimously approved by the Board of Directors of both EEW and CDAQ.
Additional
information about the Proposed Business Combination, including a copy of the Business Combination Agreement, will be provided in a Current
Report on Form 8-K to be filed by CDAQ with the U.S. Securities and Exchange Commission (the “SEC”) and available at www.sec.gov.
Advisors
Cohen
& Company Capital Markets, a division of J.V.B. Financial Group, LLC, is acting as CDAQ’s exclusive financial advisor and lead
capital markets advisor. Roth Capital Partners is an exclusive financial advisor to EEW. Ellenoff Grossman & Schole LLP is serving
as legal counsel to CDAQ, and Seward and Kissel LLP is serving as legal counsel to EEW. Marcum LLP is serving as auditor to EEW, Withum
is serving as auditor to CDAQ, and Gateway Group is serving as investor relations advisor for the transaction.
About
EEW Renewables
EEW
was established by entrepreneur Svante Kumlin. It stands as a prominent independent group dedicated to developing renewable energy projects
on a global scale. Historically, EEW has concentrated on the development of large scale solar photovoltaic (PV) projects. However, the
company has recently expanded its focus to include solar projects coupled with battery energy storage systems (BESS). Moreover, EEW has
an approximate 40% ownership in EEW H2, which focuses on developing green Hydrogen in Australia and North Africa.
Since
2012, EEW has successfully sold 24 solar PV and BESS projects totaling approximately 1.5 GW in the UK, Australia, Spain and Sweden. The
group now has a global solar, BESS and green hydrogen project pipeline of approximately 9 GW spanning Europe and Australia. Headquartered
in London, EEW has established projects in key locations such as the UK, Spain, Sweden, Italy, Australia and Morocco.
For
additional information, please visit www.eewrenew.com
About
Compass Digital Acquisition Corp.
Compass
Digital Acquisition Corp. is a blank check company incorporated in the Cayman Islands on March 8, 2021. CDAQ was formed for the purpose
of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination
with one or more businesses. CDAQ is an early stage and emerging growth company and, as such, is subject to all risks associated with
early stage and emerging growth companies.
For additional information, please
visit compassdigitalspac.com
Forward-Looking
Statements
This
press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Proposed
Business Combination between EEW, CDAQ and the to be formed new public holding company (“Pubco”), including
statements regarding the benefits of the Proposed Business Combination, the anticipated timing of the completion of the Proposed Business
Combination, the services offered by EEW and the markets in which it operates, the expected total addressable market for the services
offered by EEW, the sufficiency of the net proceeds of the Proposed Business Combination to fund EEW’s operations and business
plan and EEW’s projected future results. These forward-looking statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,”
“future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements
are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions
and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the
forward-looking statements in this document, including, but not limited to the following risks: (i) the Proposed Business Combination
may not be completed in a timely manner or at all; (ii) the Proposed Business Combination may not be completed by CDAQ’s business
combination deadline, and CDAQ may fail to obtain an extension of its business combination deadline; (iii) the parties may fail to satisfy
the conditions to the consummation of the Proposed Business Combination, including the adoption of the business combination agreement
by the shareholders of CDAQ, the satisfaction of the minimum trust account amount following redemptions by CDAQ’s public shareholders,
retaining a minimum amount of available cash and the receipt of certain governmental and regulatory approvals; (iv) an event, change
or other circumstance could occur that gives rise to the termination of the business combination agreement; (v) the announcement or pendency
of the Proposed Business Combination could adversely affect EEW’s business relationships, performance, and business generally;
(vi) the Proposed Business Combination could disrupt EEW’s current plans and operations; (vii) legal proceedings may be instituted
against EEW, CDAQ, Pubco or others related to the business combination agreement or the Proposed Business Combination; (viii) Pubco may
fail to meet Nasdaq Stock Exchange listing standards at or following the consummation of the Proposed Business Combination; (ix) the
parties may not be able to recognize the anticipated benefits of Proposed Business Combination, which may be affected by a variety of
factors, including changes in the competitive and highly regulated industries in which EEW (and following the Proposed Business Combination,
Pubco) operates, variations in performance across competitors and partners, changes in laws and regulations affecting EEW’s business
and the ability of EEW and the post-combination company to retain its management and key employees; (x) Pubco may not be able to implement
business plans, forecasts, and other expectations after the completion of the Proposed Business Combination; (xi) EEW (and following
the Proposed Business Combination, Pubco) will need to raise additional capital to execute its business plan, which may not be available
on acceptable terms or at all; (xii) Pubco may experience difficulties in managing its growth and expanding operations; (xiii) Pubco
may suffer cyber security or foreign exchange losses; (xiv) a potential public health crises may affect the business and results of operations
of EEW (and following the Proposed Business Combination, Pubco) and the global economy generally; (xv) the effect of costs related to
the Proposed Business Combination; (xvi) EEW’s limited operating history; (xvii) EEW depends on the sale of a small number of projects
in its portfolio; (xviii) to be successful, EEW must continually source new projects, including the related properties and grid capacity;
(xix) the solar industry has historically been cyclical and experienced periodic downturns; (xx) EEW’s expansion into new lines
of business involves inherent risks and may not be successful; (xxi) EEW faces substantial competition in the markets for renewable energy,
and many of its competitors are better established and have more resources; (xxii) EEW will need additional funding to complete its business
plan, and it may fail to obtain this funding on reasonable sources or at all; (xxiii) EEW’s projects are subject to substantial
regulation; (xxiv) EEW operates in many different jurisdictions and countries, which exposes it to complexity and risk; and (xxv) the
predicted growth of renewable energy in general and solar energy in particular may not materialize. The foregoing list of factors is
not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk
Factors” section of CDAQ’s Quarterly Reports on Form 10-Q, the registration statement on Form F-4 and proxy statement/prospectus
that will be filed by Pubco, and other documents filed by CDAQ and Pubco from time to time with the SEC. These filings do or will identify
and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and EEW and CDAQ assume no obligation and do not intend to update or revise these forward-looking
statements, whether as a result of new information, future events, or otherwise. None of EEW, CDAQ or Pubco gives any assurance that
any of EEW, CDAQ or Pubco will achieve its expectations.
 |
 |
Additional
Information and Where to Find It
This
press release relates to the Proposed Business Combination, but does not contain all the information that should be considered concerning
the Proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of
the transaction. Pubco intends to file with the SEC a registration statement on Form F-4 relating to the transaction that will include
a proxy statement of CDAQ and a prospectus of Pubco. When available, the definitive proxy statement/prospectus and other relevant materials
will be sent to all CDAQ shareholders as of a record date to be established for voting on the Proposed Business Combination. CDAQ and
Pubco also will file other documents regarding the Proposed Business Combination with the SEC. Before making any voting decision, investors
and securities holders of CDAQ are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents
filed or that will be filed with the SEC in connection with the Proposed Business Combination as they become available because they will
contain important information about CDAQ, EEW and the Proposed Business Combination.
Investors
and securities holders will be able to obtain free copies of the proxy statement/prospectus and all other relevant documents filed or
that will be filed with the SEC by CDAQ and Pubco through the website maintained by the SEC at www.sec.gov. In addition, the documents
filed by CDAQ and Pubco may be obtained free of charge by contacting its Chief Financial Officer, Nick Geeza, c/o Compass Digital Acquisition
Corp., 195 US HWY 50, Suite 309, Zephyr Cove, NV, at (310) 954-9665.
Participants
in the Solicitation
EEW,
CDAQ and Pubco and their respective directors and executive officers may be deemed under SEC rules to be participants in the solicitation
of proxies of CDAQ’s shareholders in connection with the Proposed Business Combination. Investors and security holders may obtain
more detailed information regarding the names and interests of CDAQ’s directors and officers in the Proposed Business Combination
in CDAQ’s filings with the SEC, including CDAQ’s final prospectus in connection with its initial public offering, which was
filed with the SEC on October 18, 2021 (the “IPO S-1”). To the extent that holdings of CDAQ’s securities have changed
from the amounts reported in CDAQ’s IPO S-1, such changes have been or will be reflected on Statements of Change in Ownership on
Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of
proxies of CDAQ’s shareholders in connection with the Proposed Business Combination will be set forth in the proxy statement/prospectus
on Form F-4 for the Proposed Business Combination, which is expected to be filed by Pubco with the SEC.
Investors,
shareholders and other interested persons are urged to read the proxy statement/prospectus and other relevant documents that will be
filed with the SEC carefully and in their entirety when they become available because they will contain important information about the
Proposed Business Combination. Investors, shareholders and other interested persons will be able to obtain free copies of the proxy statement/prospectus
and other documents containing important information about EEW, CDAQ and Pubco through the website maintained by the SEC at www.sec.gov.
Copies of the documents filed with the SEC that are referred to herein can be obtained free of charge from the sources indicated above.
No
Offer or Solicitation
This
press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the Proposed Business Combination and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of
CDAQ, Pubco or EEW, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended,
or exemptions therefrom.
Investor
Relations Contact:
Gateway
Group
Cody
Slach, Georg Venturatos
949-574-3860
CDAQ@gateway-grp.com
Exhibit 99.2
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