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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~~March 3031, ~~2024~~2025

☐ 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 other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

195 US HWY 50, Suite 309

Zephyr Cove, NV

89448

(Address of principal executive offices)

(Zip Code)

(775) 339-1671

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None.

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~November~~May 1314, ~~2024~~2025, ~~there were 5~~3,~~681~~310,~~485~~866 Class A ordinary shares, par value $0.0001 per share, and 2,110,122 Class B ordinary shares, par value $0.0001 per share, of the registrant were issued and outstanding.

COMPASS DIGITAL ACQUISITION CORP.

FORM 10-Q FOR THE ~~QUARTERLY~~QUARTER ~~PERIOD~~ ENDED ~~SEPTEMBER~~MARCH 3031, ~~2024~~2025

TABLE OF CONTENTS

		Page No.
PART I. FINANCIAL INFORMATION		61
Item 1.	Financial Statements.	61
	Condensed Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023	6
	Condensed Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024	1
	Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023	7
	Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2025 and 2024	2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2024 and 2023	8
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2025 and 2024	3
	Unaudited Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023	9
	Unaudited Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024	4
	Notes to Unaudited Condensed Financial Statements	105
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	3021
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	3928
Item 4.	Controls and Procedures.	3928
PART II. OTHER INFORMATION		4029
Item 1.	Legal Proceedings.	4029
Item 1A.	Risk Factors.	4029
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	4130
Item 3.	Defaults Upon Senior Securities.	4230
Item 4.	Mine Safety Disclosures.	4230
Item 5.	Other Information.	4231
Item 6.	Exhibits.	4231
SIGNATURES		4332

Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to:

● “2021 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC (as defined below) on February 24, 2022; ● “2022 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on April 18, 2023; ● “2023 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on April 1, 2024; ● “2023 EGM” are to our extraordinary general meeting of shareholders held on October 12, 2023; ● “2023 Founder Share Conversion” are to the 600,000 Class A Ordinary Shares (as defined below) issued on October 19, 2023, following the approval of the Founder Share Amendment Proposal (as defined below) by our shareholders at the 2023 EGM, to the Sponsors (as defined below) upon the conversion of an equal number of Class B Ordinary Shares (as defined below) held by the Sponsors as Founder Shares (as defined below); ● “2023 Non-Redemption Agreements” are to the agreements we entered into with the New Sponsor (as defined below) and unaffiliated third-party investors in exchange for such investors agreeing not to redeem an aggregate of 4,998,734 Public Shares (as defined below) in connection with the vote to approve the Charter Amendment Proposals (as defined below) at the 2023 EGM; ● “2023 Redemptions” are to the 16,045,860 Public Shares whose holders properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $10.54 per share in connection with the approval of the Charter Amendment Proposals; ● “2024 EGM” are to our extraordinary general meeting of shareholders in lieu of an annual general meeting of shareholders held on July 18, 2024; ● “2024 Founder Share Conversion” are to the 2,600,000 Class A Ordinary Shares issued on July 24, 2024 in connection with the 2024 EGM, to the Sponsors upon the conversion of an equal number of Class B Ordinary Shares held by the Sponsors as Founder Shares; ● “2024 Non-Redemption Agreements” are to the agreements we entered into with the New Sponsor and unaffiliated third-party investors in exchange for such investors agreeing not to redeem an aggregate of 2,475,000 Public Shares in connection with the vote to approve the Second Extension Amendment Proposal (as defined below) at the 2024 EGM;

● “2024 Redemptions” are to the 2,713,143 Public Shares whose holders properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $10.92 per share in connection with the approval of the Second Extension Amendment Proposal; ● “2024 SPAC Rules” are to the new rules and regulations for SPACs (as defined below) adopted by the SEC on January 24, 2024, which became effective on July 1, 2024; ● “Administrative Services Agreement” are to the Administrative Services Agreement, dated October 14, 2021, which we entered into with our Legacy Sponsor (as defined below), as assigned to our New Sponsor in connection with the Sponsor Handover (as defined below); ● “Amended and Restated Charter” are to our Amended and Restated Memorandum and Articles of Association, as amended and currently in effect; ● “ASC” are to the FASB (as defined below) Accounting Standards Codification;

● “ASC 480” are to FASB ASC Topic 480 “Distinguishing Liabilities from Equity”; ● “ASC 815” are to FASB ASC Topic 815, “Derivatives and Hedging”; ● “Board of Directors” or “Board” are to our board of directors; ● “Business Combination” are to a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses; ● “Business Combination Agreement” are to that certain Business Combination Agreement (as amended, restated or otherwise modified from time to time), dated September 5, 2024, by and among (i) the Company, (ii) the New Sponsor, (iii) upon execution of a joinder thereto, Pubco, (iv) upon execution of a joinder thereto, Merger Sub, (v) EEW, (vi) the shareholders of EEW named therein that executed and delivered the Business Combination Agreement on the signing date (together with any transferees of ordinary shares of EEW prior to the Closing that either sign a joinder agreement to become a party thereto, or that become bound thereby pursuant to the drag-along rights to be set forth in EEW’s amended organizational documents, and (vii) E.E.W. Global Holding Limited; ● “Charter Amendment Proposals” are to the First Extension Amendment Proposal (as defined below) and the Founder Share Amendment Proposal, together; ● “Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share; ● “Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share; ● “Closing” are to the closing of the transactions contemplated by the Business Combination Agreement; ● “Combination Period” are to the potentially 42-month period, from the closing of the Initial Public Offering to December 19, 2024 or April 19, 2025 if all four (4) monthly extensions pursuant to the Second Extension Amendment Proposal are used (or such earlier date as determined by the Board) as extended by the Second Extension Amendment Proposal approved at the 2024 EGM, that we have to consummate an initial Business Combination; ● “Company,” “our,” “we,” or “us” are to Compass Digital Acquisition Corp., a Cayman Islands exempted company; ● “Continental” are to Continental Stock Transfer & Trust Company, our transfer agent, trustee of our Trust Account (as defined below) and warrant agent of our Public Warrants (as defined below); ● “EEW” are to EEW Renewables Ltd, a company formed under the laws of England and Wales; ● “Exchange Act” are to the Securities Exchange Act of 1934, as amended;

● “FASB” are to the Financial Accounting Standards Board; ● “First Extension Amendment Proposal” are to the proposal at the 2023 EGM to extend the Combination Period from October 19, 2023 to July 19, 2024 (or such earlier date as determined by the Board); ● “Founder Share Amendment Proposal” are to the proposal at the 2023 EGM to provide for the right of a holder of Class B Ordinary Shares to convert such shares into Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the closing of a Business Combination at the election of the holder; ● “Founder Shares” are to the Class B Ordinary Shares initially purchased by our Initial Shareholders (as defined below) in the Private Placement (as defined below) and the Class A Ordinary Shares that (i) will be issued upon the automatic conversion of the Class B Ordinary Shares at the time of our Business Combination as described herein and (ii) were issued in connection with the 2023 Founder Share Conversion and 2024 Founder Share Conversion upon the conversion of an equal number of Class B Ordinary Shares (for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares”); ● “GAAP” are to the accounting principles generally accepted in the United States of America; ● “GCG” are to YAS International, LLC (d/b/a Gupta Capital Group), an affiliate of our Legacy Sponsor; ● “Initial Public Offering” or “IPO” are to the initial public offering that we consummated on October 19, 2021; ● “Initial Shareholders” are to holders of our Founder Shares, including out Legacy Sponsor, prior to our Initial Public Offering;

● “Institutional Anchor Investors” are to certain institutional investors that are not affiliated with us, our Sponsors, our Prior Directors or Officers (as defined below), or any member of our Management (as defined below), that purchased our securities in connection with the Initial Public Offering; ● “Investment Company Act” are to the Investment Company Act of 1940, as amended; ● “IPO Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $250,000 issued to an affiliate of our Legacy Sponsor on March 9, 2021; ● “IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC on September 14, 2021, as amended, and declared effective on October 14, 2021 (File No. 333-259502); ● “JOBS Act” are to the Jumpstart Our Business Startups Act of 2012; ● “Legacy Sponsor” are to Compass Digital SPAC LLC, a Delaware limited liability company; ● “Legacy Working Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Initial Shareholders, Sponsors or an affiliate of the Initial Shareholders or Sponsors, or certain of our Prior Directors and Officers or current directors and officers, may, but are not obligated to, loan us; ● “Letter Agreement” are to the Letter Agreement, dated October 14, 2021, which we entered into with our Legacy Sponsor and Prior Directors and Officers, as amended by the Letter Agreement Amendment (as defined below) and as agreed to by our current directors and officers pursuant to the Letter Agreement Joinder (as defined below);

● “Letter Agreement Amendment” are to the Amendment to Letter Agreement, dated as of August 31, 2023, which we entered into with our Sponsors and Prior Directors and Officers; ● “Letter Agreement Joinder” are to the Joinder to Letter Agreement, dated as of March 29, 2024, which we entered into with our current directors and officers; ● “Management” or our “Management Team” are to our executive officers and directors; ● “Merger Sub” are to a to-be-formed Cayman Islands exempted company and wholly-owned subsidiary of Pubco to be named “EEW Merger Sub”; ● “New Sponsor” are to HCG Opportunity, LLC, a Delaware limited liability company; ● “Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares, together; ● “Over-Allotment Option” are to the 45-day option we granted to the underwriters of the Initial Public Offering; ● “Over-Allotment Units” are to units purchased by the underwriters of the Initial Public Offering upon partial exercise of the Over-Allotment Option on November 30, 2021; ● “Polar” are to Polar Multi-Strategy Master Fund; ● “Polar Capital Investment” are to the agreement by Polar to fund up to $1,500,000 to us, subject to funding milestones, which when reached, Polar will fund certain amounts to us if the New Sponsor requests a draw down pursuant to the Polar Subscription Agreement (as defined below); ● “Polar Subscription Agreement” are to the Subscription Agreement, dated September 6, 2023, that we entered into with Polar and our New Sponsor; ● “Prior Directors and Officers” are to Abidali Neemuchwala, Burhan Jaffer, Satish Gupta, Steven Freiberg, Deborah C. Hopkins and Bill Owens;

● “Private Placement” are to the private placement of Private Placement Warrants (as defined below) that occurred simultaneously with the closing of our Initial Public Offering; ● “Private Placement Warrants” are to the warrants issued to our Legacy Sponsor and the underwriters of the Initial Public Offering in the Private Placement; ● “Pubco” are to a to-be-formed Cayman Islands exempted company to be named “EEW Renewables Corp”; ● “Public Shares” are to the Class A Ordinary Shares sold as part of the Units (as defined below) in our Initial Public Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market); ● “Public Shareholders” are to the holders of our Public Shares, including our Sponsors, Initial Shareholders, Prior Directors and Officers and Management Team to the extent our Sponsors, Initial Shareholders, Prior Directors and Officers and and/or the members of our Management Team purchase Public Shares, provided that each Sponsors’, Initial Shareholder’s, Prior Directors’ and Officers’ and each member of our Management Team’s status as a “Public Shareholder” will only exist with respect to such Public Shares; ● “Public Warrants” are to the redeemable warrants sold as part of the Units in our Initial Public Offering (whether they were subscribed for in our Initial Public Offering or purchased in the open market); ● “Registration Rights Agreement” are to the Registration Rights Agreement, dated October 14, 2021, which we entered into with the Initial Shareholders and the holders party thereto, including parties of the Registration Rights Agreement Joinder (as defined below); ● “Registration Rights Agreement Joinder” are to the joinder to the Registration Rights Agreement entered into by our New Sponsor in connection with the Sponsor Handover; ● “Report” are to this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024; ● “Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002; ● “SEC” are to the U.S. Securities and Exchange Commission; ● “Second Extension Amendment Proposal” are to the proposal at the 2024 EGM to extend the Combination Period from July 19, 2024 to December 19, 2024, or April 19, 2025 if all four (4) monthly extensions pursuant to the Second Extension Amendment Proposal are used (or such earlier date as determined by the Board); ● “Securities Act” are to the Securities Act of 1933, as amended; ● “SPACs” are to special purpose acquisition companies; ● “Sponsor Handover” are to the transactions contemplated by the Sponsor Purchase Agreement (as defined below), which were consummated on August 31, 2023; ● “Sponsor Purchase Agreement” are to the Securities Purchase Agreement, effective as of August 31, 2023, into which our Sponsors entered in connection with the Sponsor Handover; ● “Sponsors” are to our Legacy Sponsor and New Sponsor, together; ● “Trust Account” are to the U.S.-based trust account in which an amount of $200,000,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants in the Private Placement was placed following the closing of the Initial Public Offering; ● “Units” are to the units sold in our Initial Public Offering, which consist of one Public Share and one-third of one Public Warrant; ● “Warrants” are to the Private Placement Warrants and the Public Warrants, together; ● “WCL Promissory Note” are to the unsecured promissory note in the principal amount of up to $1,000,000 we issued to GCG on December 30, 2021 in connection with the Legacy Working Capital Loans; and ● “WCL Warrants” are to the warrants to purchase Class A Ordinary Shares, which may be issued upon the conversion of any unpaid balance of the WCL Promissory Note at GCG’s option.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

COMPASS DIGITAL ACQUISITION CORP.

CONDENSED BALANCE SHEETS

	SEPTEMBER 30, 2024 (unaudited)			DECEMBER 31, 2023
	March 31,2025 (unaudited)			December 31,2024
ASSETS
Current assets:
Current assets
Cash	$	331,~~544~~403		$	4427,~~046~~720
Prepaid expenses		2334,~~633~~212			3524,~~635~~898
Total current assets		5735,~~177~~615			7952,~~681~~618
Cash held in Trust Account		27,~~369~~879,~~390~~831			5527,~~347~~637,~~556~~300
Total Assets	$	27,426,567		$	55,427,237
Total assets	$	27,915,446		$	27,689,918
LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Current liabilities
Accounts payable	$	~~550~~259,~~873~~512		$	~~476~~165,~~567~~912
Polar Capital Investment payable – related party		227,273			90,909
Accrued expenses		615,034			501,314
Non-redemption liability		4,076,270			-
Polar Capital Investment payable – related party		227,273			227,273
WCL Promissory Note payable – Legacy Sponsor		125,000			125,000
Non-redemption liability		4,139,382			4,028,008
Accrued expenses		557,671			167,798
Working Capital Loans		1,506,019			1,240,000
Total current liabilities		56,~~537~~747,~~087~~220			~~860~~6,~~274~~162,507
Derivative warrant liabilities		~~726~~243,~~646~~009			~~588~~119,~~464~~123
Total liabilities		6,~~263~~990,~~733~~229			16,~~448~~281,~~738~~630
Commitments and Contingencies (Note 6)		-			-
Class A Ordinary Shares subject to possible redemption, $0.0001 par value; 2,481,485 and 5,194,628 shares at $11.03 and 10.65 per share at September 30, 2024 and December 31, 2023, respectively		27,369,390			55,347,556
Class A Ordinary Shares subject to possible redemption, $0.0001 par value; 2,481,485 shares at $11.24 and $11.14 per share redemption value at March 31, 2025 and December 31, 2024, respectively		27,879,831			27,637,300
Shareholders’ deficit
Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at September 30, 2024 and December 31, 2023		-			-
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at March 31, 2025 and December 31, 2024		-			-
Class A Ordinary Shares, $0.0001 par value; 200,000,000 shares authorized; 3,200,000 and 600,000 shares issued and outstanding, respectively (excluding 2,481,485 and 5,194,628 shares subject to possible redemption at September 30, 2024 and December 31, 2023, respectively)		320			60
Class A Ordinary Shares, $0.0001 par value; 200,000,000 shares authorized; 3,200,000 shares issued and outstanding (excluding the 2,481,485 shares subject to possible redemption) at March 31, 2025 and December 31, 2024		320			320
Class B Ordinary Shares, $0.0001 par value; 20,000,000 shares authorized; 2,110,122 and 4,710,122 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively		211			471
Class B Ordinary Shares, $0.0001 par value; 20,000,000 shares authorized, 2,110,122 issued and outstanding at March 31, 2025 and December 31, 2024		211			211
Common stock, value		211			~~471~~211
Accumulated deficit		(6,~~207~~955,~~087~~145	)		(16,~~369~~229,~~588~~543	)
Total shareholders’ deficit		(6,~~206~~954,~~556~~614	)		(16,~~369~~229,~~057~~012	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	27,~~426~~915,~~567~~446		$	5527,~~427~~689,~~237~~918

The accompanying notes are an integral part of these unaudited condensed financial statements.

COMPASS DIGITAL ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

	For The Three Months Ended March 31, 2025			For The Three Months Ended March 31, 2024

Operating expenses	$	460,342		$	207,696
Administrative expenses – related party		30,000			30,000
Loss from operations		(490,342	)		(237,696	)
Interest earned on cash held in the Trust Account	$	242,531		$	631,967
Change in fair value of non-redemption liability		111,374			—
Change in fair value of derivative warrant liabilities		(123,886	)		(507,461	)
Net loss	$	(483,071	)	$	(113,190	)

Weighted average shares outstanding of Class A Ordinary Shares subject to possible redemption, basic and diluted		2,481,485			5,194,628

Basic and diluted net loss per share- Class A Ordinary Shares subject to possible redemption	$	(0.06	)	$	(0.01	)

Weighted average shares outstanding of non-redeemable Class A Ordinary Shares, basic and diluted		3,200,000			600,000

Basic and diluted net loss per share- non-redeemable Class A Ordinary Shares	$	(0.06	)	$	(0.01	)

Weighted average shares outstanding of non-redeemable Class B Ordinary Shares, basic and diluted		2,110,122			4,710,122

Basic and diluted net loss per share- non-redeemable Class B Ordinary Shares	$	(0.06	)	$	(0.01	)

	For The Three Months Ended September 30, 2024			For The Three Months Ended September 30, 2023			For The Nine Months Ended September 30, 2024			For The Nine Months Ended September 30, 2023
Operating expenses	$	837,885		$	564,934		$	1,561,687		$	1,176,968
Non-redemption expense		4,076,270			-			4,076,270			-
Administrative expenses - related party		30,000			30,000			90,000			70,000
Loss from operations		(4,944,155	)		(594,934	)		(5,727,957	)		(1,246,968	)
Change in fair value of derivative warrant liabilities		(13,103	)		(850,533	)		(138,182	)		(1,670,094	)
Interest earned on cash or investments held in Trust Account		389,048			2,856,382			1,660,199			7,729,397
Gain on settlement of deferred underwriting fees attributable to Public Warrants		-			246,814			-			246,814
Gain on settlement of professional legal fees		-			351,409			-			351,409
Net (loss)/income	$	(4,568,210	)	$	2,009,138		$	(4,205,940	)	$	5,410,558
Weighted average shares outstanding of Class A Ordinary Shares subject to possible redemption, basic and diluted		2,982,827			21,240,488			4,451,979			21,240,488
Basic and diluted net (loss)/ income per share, Class A Ordinary Shares subject to possible redemption	$	(0.55	)	$	0.08		$	(0.43	)	$	0.20
Weighted average shares outstanding of Class A non-redeemable Ordinary Shares, basic and diluted		2,550,000			-			1,254,745			-
Basic and diluted net (loss)/ income per share, Class A non-redeemable Ordinary Shares	$	(0.55	)	$	0.00		$	(0.43	)	$	0.00
Weighted average shares outstanding of Class B non-redeemable Ordinary Shares, basic and diluted		2,760,122			5,310,122			4,055,377			5,310,122
Basic and diluted net (loss)/ income per share, Class B non-redeemable Ordinary Shares	$	(0.55	)	$	0.08		$	(0.43	)	$	0.20

The accompanying notes are an integral part of these unaudited condensed financial statements.

~~The accompanying notes are an integral part of these unaudited condensed financial statements.~~2

7COMPASS DIGITAL ACQUISITION CORP.

~~COMPASS DIGITAL~~UNAUDITED ~~ACQUISITION~~CONDENSED ~~CORP.~~STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

~~CONDENSED~~FOR ~~STATEMENTS~~THE OFTHREE ~~CHANGES~~MONTHS ~~SHAREHOLDERS’~~ENDED ~~DEFICIT~~MARCH 31, 2025 AND 2024

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
	Class A				Class B				Additional						Total
	Ordinary Shares				Ordinary Shares				Paid-in			Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit

Balance as of January 1, 2025		3,200,000	$	320		2,110,122	$	211	$	-		$	(6,229,543	)	$	(6,229,012	)
Allocation of Polar Capital Investment payable proceeds to equity instruments		-
Accretion of Class A Ordinary Shares to redemption amount		-		-		-		-		-			(242,531	)		(242,531	)
Net loss		-		-		-		-		-			(483,071	)		(483,071	)
Balance as of March 31, 2025		3,200,000	$	320		2,110,122	$	211	$	-		$	(6,955,145	)	$	(6,954,614	)

	Class A				Class B				Additional						Total
	Ordinary Shares				Ordinary Shares				Paid-in			Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit

Balance as of January 1, 2024		600,000	$	60		4,710,122	$	471	$	-		$	(1,369,588	)	$	(1,369,057	)
Balance		600,000	$	60		4,710,122	$	471	$	-		$	(1,369,588	)	$	(1,369,057	)
Allocation of Polar Capital Investment payable proceeds to equity instruments		-		-		-		-		204,549			-			204,549
Accretion of Class A Ordinary Shares to redemption amount		-		-		-		-		(204,549	)		(427,418	)		(631,967	)
Net loss				-		-		-		-			(113,190	)		(113,190	)
Net income (loss)				-		-		-		-			(113,190	)		(113,190	)
Balance as of March 31, 2024		600,000	$	60		4,710,122	$	471	$	-		$	(1,910,196	)	$	(1,909,665	)
Balance		600,000	$	60		4,710,122	$	471	$	-		$	(1,910,196	)	$	(1,909,665	)

~~(Unaudited)~~The accompanying notes are an integral part of these unaudited condensed financial statements.

	Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
	Ordinary Shares										Additional						Total
	Class A				Class B						Paid-In			Accumulated			Shareholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance as of January 1, 2024		600,000	$	60		4,710,122		$	471		$	-		$	(1,369,588	)	$	(1,369,057	)
Allocation of Polar Capital Investment payable proceeds to equity instrument		-		-		-			-			204,549			-			204,549
Accretion of Class A Ordinary Shares to redemption amount		-		-		-			-			(204,549	)		(427,418	)		(631,967	)
Net loss		-		-		-			-			-			(113,190	)		(113,190	)
Balance as of March 31, 2024 (unaudited)		600,000		60		4,710,122			471			-			(1,910,196	)		(1,909,665	)
Capital contribution from Sponsor		-		-		-			-			295,000			-			295,000
Accretion of Class A Ordinary Shares to redemption amount		-		-		-			-			(295,000	)		(344,184	)		(639,184	)
Net income		-		-		-			-			-			475,460			475,460
Balance as of June 30, 2024 (unaudited)		600,000		60		4,710,122			471			-			(1,778,920	)		(1,778,389	)
Conversion of Class B Ordinary Shares into Class A Ordinary Shares		2,600,000		260		(2,600,000	)		(260	)		-			-			-
Capital contribution from Sponsor		-		-		-			-			120,000			-			120,000
Allocation of Polar Capital Investment payable proceeds to equity instrument		-		-		-			-			409,091			-			409,091
Accretion of Class A Ordinary Shares to redemption amount		-		-		-			-			(529,091	)		140,043			(389,048	)
Net loss		-		-		-			-			-			(4,568,210	)		(4,568,210	)
Balance as of September 30, 2024 (unaudited)		3,200,000	$	320		2,110,122		$	211		$	-		$	(6,207,087	)	$	(6,206,556	)

COMPASS DIGITAL ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF ~~CHANGES~~CASH ~~IN SHAREHOLDERS’ DEFICIT~~FLOWS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

	For The Three Months Ended			For The Three Months Ended
	March 31, 2025			March 31, 2024

Cash flows from operating activities
Net loss	$	(483,071	)	$	(113,190	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on cash held in Trust Account		(242,531	)		(631,967	)
Change in fair value of non-redemption liability		111,374			—
Change in fair value of derivative warrant liabilities		123,886			507,461
Change in operating assets and liabilities
Prepaid expenses		(9,314	)		(38,771	)
Accounts payable		93,600			16,641
Accrued expenses		113,720			(4,238	)
Net cash used in operating activities		(292,336	)		(264,064	)

Cash flows from financing activities
Proceeds from Polar Capital Investment payable-related party		—			250,000
Proceeds from Working Capital Loans		266,019			—
Net cash provided by financing activities		266,019			250,000

Net decrease in cash		(26,317	)		(14,064	)
Cash, beginning of period		27,720			44,046
Cash, end of period	$	1,403		$	29,982

Supplemental disclosure of non-cash investing and financing activities
Allocation of Polar Capital Investment payable proceeds to equity instrument	$	—		$	(204,549	)

~~(Unaudited)~~The accompanying notes are an integral part of these unaudited condensed financial statements.

	Ordinary Shares								Additional					Total
	Class A				Class B				Paid-In		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance as of January 1, 2023		-	$	-		5,310,122	$	531	$	-	$	(8,356,114	)	$	(8,355,583	)
Accretion of Class A Ordinary Shares to redemption amount		-		-		-		-		-		(2,304,389	)		(2,304,389	)
Net income		-		-		-		-		-		1,389,974			1,389,974
Balance as of March 31, 2023 (unaudited)		-		-		5,310,122		531		-		(9,270,529	)		(9,269,998	)
Remeasurement of Class A Ordinary Shares to redemption value						-		-		-		(2,568,625	)		(2,568,625	)
Net income		-		-		-		-		-		2,011,446			2,011,446
Balance as of June 30, 2023 (unaudited)		-		-		5,310,122		531		-		(9,827,708	)		(9,827,177	)
Balance		-	$	-		5,310,122	$	531	$	-	$	(9,827,708	)	$	(9,827,177	)
Gain on settlement of deferred underwriting fees		-		-		-		-		-		7,187,357			7,187,357
Return of excess contribution capital to Legacy Sponsor		-		-		-		-		-		(49,093	)		(49,093	)
Fair value of Ordinary Shares issued in satisfaction of professional legal fees		-		-		-		-		-		523,000			523,000
Remeasurement of Class A Ordinary Shares to redemption value		-		-		-		-		-		(2,856,383	)		(2,856,383	)
Net income		-		-		-		-		-		2,009,138			2,009,138
Net income (loss)		-		-		-		-		-		2,009,138			2,009,138
Balance as of September 30, 2023 (unaudited)		-	$	-		5,310,122	$	531	$	-	$	(3,013,689	)	$	(3,013,158	)
Balance		-	$	-		5,310,122	$	531	$	-	$	(3,013,689	)	$	(3,013,158	)

~~The accompanying~~COMPASS ~~notes~~DIGITAL ~~are~~ACQUISITION ~~an integral part of these unaudited condensed financial statements~~CORP.

8NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~COMPASS DIGITAL~~MARCH ~~ACQUISITION~~31, ~~CORP.~~2025

~~UNAUDITED CONDENSED~~NOTE ~~STATEMENTS~~1. DESCRIPTION OF ~~CASH~~ORGANIZATION ~~FLOWS~~AND BUSINESS OPERATIONS

	FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024			FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023
Cash Flows from Operating Activities
Net (loss) income	$	(4,205,940	)	$	5,410,558
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned on cash or investments held in Trust Account		(1,660,199	)		(7,729,397	)
Change in fair value of derivative warrant liabilities		138,182			1,670,094
Gain on settlement of deferred underwriting fees attributable to Public Warrants		-			(246,814	)
Gain on settlement of professional legal fees		-			(351,409	)
Non-redemption expense		4,076,270			-
Changes in operating assets and liabilities:
Prepaid expenses		12,006			255,528
Accounts payable and accrued expenses		464,179			222,400
Net cash used in operating activities		(1,175,502	)		(769,040	)
Cash Flows from Investing Activities
Trust Account withdrawal – redemptions		29,638,365			-
Net cash provided by investing activities		29,638,365			-
Cash Flows from Financing Activities
Redemption of Class A Ordinary Shares subject to possible redemption		(29,638,365	)		-
Proceeds from Polar Capital Investment payable-related party		750,000			-
Proceeds from note payable-related party		-			500,000
Proceeds of Legacy Working Capital Loans		-			35,000
Capital contribution from Sponsor		415,000			-
Repayment of working capital loan from Legacy Sponsor		-			(177,500	)
Return of excess contribution capital to Legacy Sponsor		-			(49,093	)
Due from related party		-			(24,821	)
Net cash (used in) provided by financing activities		(28,473,365	)		283,586
Net decrease in cash		(10,502	)		(485,454	)
Cash - beginning of period		44,046			936,434
Cash - end of period	$	33,544		$	450,980
Supplemental disclosure of non-cash investing and financing activities:
Allocation of Polar Capital Investment payable proceeds to equity instrument	$	(908,636	)	$	-
Deferred underwriting fees waiver	$	-		$	(7,187,357	)
Fair value of ordinary shares issued in satisfaction of professional legal fees	$	-		$	(523,000	)

Compass Digital Acquisition Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on March 8, 2021. The Company was formed for the purpose of effectuating a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an early-stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early-stage and emerging growth companies.

~~The~~As of March 31, 2025, the Company had not yet commenced ~~accompanying~~any ~~notes~~operations. ~~are~~All activity for the period from March 8, 2021 (inception) through March 31, 2025 relates to the Company’s formation, the initial public offering that was consummated by the Company on October 19, 2021 (the “Initial Public Offering” or “IPO”), which is described below, and the search for a target business with which to consummate an ~~integral~~initial ~~part~~Business Combination. The Company will not generate any operating revenues until after the completion of ~~these~~its ~~unaudited~~initial ~~condensed~~Business ~~financial~~Combination, ~~statements~~at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and the Private Placement (as defined below). The Company has selected December 31 as its fiscal year end.

9The Company’s sponsor was originally Compass Digital SPAC LLC (the “Legacy Sponsor”), until August 31, 2023 and has been HCG Opportunity, LLC, a Delaware limited liability company (the “Sponsor,” together, with the Legacy Sponsor, the “Sponsors”), since August 31, 2023 (see Note 5).

~~COMPASS~~The Registration Statement on Form S-1 for the Initial ~~DIGITAL~~Public ~~ACQUISITION~~Offering, ~~CORP~~initially filed with the Securities and Exchange Commission (the “SEC”) on September 14, 2021, as amended (File No. 333-259502), was declared effective on October 14, 2021 (the “IPO Registration Statement”). On October 19, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (“Units” and, with respect to the (i) Class A Ordinary Shares (as defined below) included in the Units offered, the “Public Shares” and (ii) redeemable warrants included in the Units offered, the “Public Warrants”), at $10.00 per Unit, generating gross proceeds of $200,000,000. Each Unit consists of one Class A Ordinary Share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”), and one-third of one Public Warrant (see Note 3).

~~NOTES~~Certain institutional anchor investors that are not TOaffiliated ~~UNAUDITED~~with ~~CONDENSED~~the ~~FINANCIAL~~Company, ~~STATEMENTS~~the Legacy Sponsor, or the Company’s officers, directors, or any member of the Company’s management (“Management” and such investors, the “Institutional Anchor Investors”) purchased an aggregate of 20,000,000 Units in the Initial Public Offering. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $200,000,000.

~~SEPTEMBER~~Simultaneously with the closing of the Initial Public 30Offering, ~~2024~~the Company consummated the sale of 4,666,667 warrants (the “Private Placement Warrants,” and together with the Public Warrants, the “Warrants”) to the Legacy Sponsor at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $7,000,000 (such sale, the “Private Placement”) (see Note 4). Concurrently with the closing of the Private Placement, the Institutional Anchor Investors paid the Legacy Sponsor $280,000 for the transfer of an aggregate of 186,667 Private Placement Warrants, which transfer will take place upon the closing of the initial Business Combination.

~~NOTE~~The Institutional Anchor Investors also purchased a portion of the equity interests of the Legacy Sponsor equivalent to 1,547,727 Founder Shares (as defined in Note 5) from the Legacy Sponsor at the original purchase price of $0.004 ~~DESCRIPTION~~per OFshare. ~~ORGANIZATION~~The ~~AND~~Founder ~~BUSINESS~~Shares ~~OPERATIONS~~may be converted into Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the closing of a Business Combination at the election of the holders and will be automatically converted into Class A Ordinary Shares at the Business Combination on a one-for-one basis, subject to adjustment as provided in its Amended and Restated Memorandum and Articles of Association (as amended and currently in effect, the “Amended and Restated Charter”).

~~Compass~~Transaction costs amounted to $11,929,189, consisting ~~Digital~~of ~~Acquisition~~$4,000,000 ~~Corp~~of underwriting fees, $7,000,000 of deferred underwriting fees and $929,189 of other offering costs. (Of these transaction fees, the “Company”) issubsequently obtained a ~~blank~~discount ~~check~~related ~~company~~to ~~incorporated~~the inunderwriter ~~the~~fees ~~Cayman~~of ~~Islands~~$199,999 onand ~~March~~expensed 8$631,124 ~~2021.~~related ~~The~~to the allocation ~~Company~~of ~~was~~offering ~~formed~~costs ~~for~~and ~~the~~Founders ~~purpose~~Shares ofto ~~effectuating~~Warrant aexpense. ~~merger,~~Other ~~share~~non-cash ~~exchange,~~transaction ~~asset~~costs ~~acquisition,~~include ~~share~~the ~~purchase,~~fair ~~reorganization~~value orin ~~similar~~excess of consideration ~~business~~of ~~combination~~$10,414,655 ~~with~~in ~~one~~relation orto ~~more~~Founder ~~businesses~~Shares ~~(the~~purchased ~~“Business~~by ~~Combination”).~~Institutional ~~The~~Anchor ~~Company~~Investors. isSubsequent anto ~~early~~the ~~stage~~Initial ~~and~~Public ~~emerging~~Offering close, ~~growth~~there ~~company~~was ~~and,~~an asadditional ~~such~~$676,712 ~~the~~in ~~Company~~related istransaction ~~subject~~offering tocosts ~~all~~incurred, of ~~the~~which ~~risks~~$37,917 ~~associated~~related ~~with~~to ~~early~~the ~~stage~~allocation of offering costs and ~~emerging~~Founders ~~growth~~Shares ~~companies~~to Warrant expense in 2021.

As Following the closing of ~~September~~the 30Initial Public Offering on October 19, ~~2024~~2021, an amount of $200,000,000 ($10.00 per Unit) from the ~~Company~~net ~~had~~proceeds ~~not~~of ~~yet~~the ~~commenced~~sale ~~any~~of ~~operations.~~the ~~All~~Units ~~activity~~in ~~for~~the Initial Public Offering and the ~~period~~sale ~~from~~of ~~March~~the 8,Private ~~2021~~Placement Warrants in the Private Placement was placed in a trust account located in the United States (~~inception~~the “Trust Account”) ~~through~~to be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in ~~September~~money ~~30,~~market ~~2024~~funds ~~relates~~meeting tocertain conditions under Rule 2a-7 under the Investment Company’s ~~formation~~Act of 1940, as amended (the ~~initial~~“Investment Company ~~public~~Act”), ~~offering~~which ~~that~~invest ~~was~~only ~~consummated~~in direct U.S. government treasury obligations, as determined by the Company, onuntil ~~October~~the earlier ~~19,~~of: ~~2021~~ (i) the ~~“Initial~~completion ~~Public~~of ~~Offering”~~a orBusiness ~~“IPO”~~Combination and (ii), ~~which~~the isdistribution of the Trust Account, as described below. On October 19, ~~and~~2023, the Company instructed Continental Stock Transfer & Trust Company, the ~~search~~trustee ~~for~~of athe ~~target~~Trust ~~business~~Account (“Continental”), to ~~with~~liquidate ~~which~~the investments held in the Trust Account and instead to ~~consummate~~hold the funds in the Trust Account in an ~~initial~~interest-bearing ~~Business~~demand ~~Combination.~~deposit account ~~The~~at ~~Company~~Citibank, ~~will~~N.A., ~~not~~with ~~generate~~Continental ~~any~~continuing ~~operating~~to ~~revenues~~act as trustee, until ~~after~~the earlier of the ~~completion~~ consummation of ~~its~~the initial Business Combination, ator the ~~earliest. The~~ Company’s ~~generates~~liquidation. ~~non-operating~~As ~~income~~a inresult, following the ~~form~~liquidation of ~~interest~~investments ~~income~~in ~~from~~ the ~~proceeds~~Trust ~~derived~~Account, the remaining proceeds from the Initial Public Offering and ~~the~~ Private Placement ~~(as~~are ~~defined~~no ~~below)~~longer invested in U.S. ~~The~~government ~~Company~~securities ~~has~~or ~~selected~~money ~~December~~market funds 31invested asin ~~its~~U.S. ~~fiscal~~government ~~year end~~securities.

The Company’s sponsor was originally Compass Digital SPAC LLC (the “Legacy Sponsor”), until August 31, 2023 and has been HCG Opportunity, LLC, a Delaware limited liability company (the “New Sponsor,” together, with the Legacy Sponsor, the “Sponsors”), since August 31, 2023 (see Note 5). The Registration Statement on Form S-1 for the Initial Public Offering, initially filed with the Securities and Exchange Commission (the “SEC”) on September 14, 2021, as amended (File No. 333-259502), was declared effective on October 14, 2021 (the “IPO Registration Statement”). On October 19, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (“Units” and, with respect to the (i) Class A Ordinary Shares (as defined below) included in the Units offered, the “Public Shares” and (ii) redeemable warrants included in the Units offered, the “Public Warrants”), at $10.00 per Unit, generating gross proceeds of $200,000,000. Each Unit consists of one Class A Ordinary Share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”), and one-third of one Public Warrant (see Note 3).

~~Certain institutional~~COMPASS ~~anchor~~DIGITAL ~~investors~~ACQUISITION that are not affiliated with the Company, the Legacy Sponsor, or the Company’s officers, directors, or any member of the Company’s management (“Management” and such investors, the “Institutional Anchor Investors”) purchased an aggregate of 20,000,000 Units in the Initial Public OfferingCORP. ~~The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $200,000,000.~~

~~Simultaneously with~~NOTES ~~the~~TO ~~closing~~UNAUDITED ofCONDENSED ~~the~~FINANCIAL Initial Public Offering, the Company consummated the sale of 4,666,667 warrants (the “Private Placement Warrants,” and together with the Public Warrants, the “Warrants”) to the Legacy Sponsor at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $7,000,000 (such sale, the “Private Placement”) (see Note 4). Concurrently with the closing of the Private Placement, the Institutional Anchor Investors paid the Legacy Sponsor $280,000 for the transfer of an aggregate of 186,667 Private Placement Warrants, which transfer will take place upon the closing of the initial Business Combination.STATEMENTS

~~The Institutional~~MARCH ~~Anchor Investors also purchased a portion of the equity interests of the Legacy Sponsor equivalent to 1~~31,~~547,727~~ Founder Shares (as defined in Note 5) from the Legacy Sponsor at the original purchase price of $0.004 per share. The Founder Shares may be converted into Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the closing of a Business Combination at the election of the holders and will be automatically converted into Class A Ordinary Shares at the Business Combination on a one-for-one basis, subject to adjustment as provided in its Amended and Restated Memorandum and Articles of Association (as amended and currently in effect, the “Amended and Restated Charter”).2025

~~Transaction~~The underwriters of the Initial Public Offering notified ~~costs~~the ~~amounted~~Company of their intention to ~~$11~~partially exercise the over-allotment option on November 30,~~929~~ 2021 (the “Over-Allotment Option”). As such,~~189,~~ ~~consisting~~on ofNovember $430,~~000~~ 2021,~~000~~ the Company consummated the sale of ~~underwriting~~an ~~fees,~~additional $71,~~000~~240,~~000~~488 ofunits ~~deferred~~(the ~~underwriting~~“Over-Allotment ~~fees~~Units”), at ~~and~~ $~~929~~10.00 per Over-Allotment Unit,~~189~~ ~~of other~~and ~~offering~~the ~~costs.~~sale Ofof ~~these~~an ~~transaction~~additional ~~fees~~165,398 ~~the~~Private ~~Company~~Placement ~~subsequently~~Warrants, ~~obtained~~at a$1.50 ~~discount~~per ~~related~~Private toPlacement ~~the~~Warrant, generating ~~underwriter~~total ~~fees~~gross proceeds of $~~199~~12,~~999~~ 404,880 and ~~expensed~~ $~~631~~248,~~124~~097, ~~related~~respectively. toThe underwriters forfeited the ~~allocation~~balance of ~~offering~~the ~~costs~~Over-Allotment Option. ~~and~~A ~~Founders~~total ~~Shares~~of to$12,404,880 ~~Warrant~~of ~~expense.~~the ~~Other~~net ~~non-cash~~proceeds ~~transaction costs~~of ~~include~~the exercise of the ~~fair~~Over-Allotment ~~value~~Option inwas ~~excess~~deposited ofinto ~~consideration~~the ofTrust ~~$10~~Account,~~414,655~~ bringing inthe ~~relation~~aggregate toproceeds ~~Founder~~deposited ~~Shares~~into ~~purchased~~the byTrust ~~Institutional~~Account ~~Anchor Investors.~~in ~~Subsequent~~connection towith the Initial Public Offering ~~close~~to $212,404,880. ~~there~~The ~~was~~Company incurred an additional offering costs of $~~676~~682,~~712~~268 in ~~related~~connection ~~transaction~~with ~~offering~~the ~~costs~~exercise ~~incurred,~~ of the Over-Allotment Option (of which $37434,~~917~~171 ~~related~~was tofor deferred underwriting fees). On August 11, 2023 and August 14, 2023, the ~~allocation~~underwriters informed the Company of ~~offering~~their ~~costs~~decision ~~and~~to ~~Founders~~waive their ~~Shares~~rights to ~~Warrant~~the ~~expense~~deferred underwriting commission held in ~~2021~~the Trust Account.

10Management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement, although substantially all of the net proceeds are being applied generally toward consummating a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

~~COMPASS~~The Company will provide its holders of the outstanding ~~DIGITAL~~Public ~~ACQUISITION~~Shares ~~CORP~~(the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares without voting, and if they do vote, irrespective of whether they vote for or against a Business Combination.

~~NOTES~~If the Company seeks shareholder TOapproval ~~UNAUDITED~~of ~~CONDENSED~~a ~~FINANCIAL~~Business ~~STATEMENTS~~Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Charter provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.

~~SEPTEMBER~~The Public Shareholders will be entitled to redeem 30their Public Shares for a pro rata portion of the amount then in the Trust Account ($11.24 per Public Share as of March 31, ~~2024~~2025, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Warrants. These Class A Ordinary Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”).

~~Following the~~If ~~closing~~a ofshareholder ~~the~~vote ~~Initial~~is ~~Public~~not ~~Offering~~required ~~on October 19, 2021, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering~~ and the ~~sale of the Private Placement Warrants in the Private Placement was placed~~Company indoes anot ~~trust~~decide ~~account~~to ~~located~~hold ~~in the United States (the “Trust Account”) and shall be invested only in U.S. government treasury obligations with~~ a ~~maturity~~shareholder ofvote ~~185~~for ~~days~~business or ~~less~~other orlegal ~~in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940~~reasons, ~~as amended (~~the ~~“Investment~~ Company ~~Act”)~~will, ~~which~~pursuant ~~invest~~to ~~only~~its inAmended ~~direct~~and ~~U.S. government treasury obligations,~~Restated ~~as determined by the Company~~Charter, ~~until~~offer ~~the~~such ~~earlier~~redemption ~~of:~~pursuant ~~(i)~~to the ~~completion~~tender ofoffer arules ~~Business Combination and (ii) the distribution~~ of the ~~Trust Account~~SEC, asand ~~described~~file ~~below.~~tender Onoffer ~~October~~documents ~~19,~~containing ~~2023, the Company instructed Continental Stock Transfer & Trust Company, the trustee~~substantially of the ~~Trust~~same ~~Account~~information ~~(“Continental”),~~as towould ~~liquidate~~be ~~the~~included ~~investments held~~ in ~~the~~a ~~Trust~~proxy ~~Account~~statement ~~and~~with ~~instead to hold~~ the ~~funds in~~SEC ~~the~~prior ~~Trust Account in an interest-bearing demand deposit account at Citibank, N.A., with Continental continuing~~ to ~~act~~completing asa ~~trustee, until the earlier of the consummation of the initial~~ Business Combination ~~or the Company’s liquidation~~. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and Private Placement are no longer invested in U.S. government securities or money market funds invested in U.S. government securities.

The Sponsors have agreed ~~underwriters~~(i) ofto ~~the~~vote ~~Initial~~their Founder Shares and any Public ~~Offering~~Shares ~~notified~~purchased ~~the~~during ~~Company~~or ofafter ~~their~~the ~~intention~~Initial toPublic ~~partially~~Offering ~~exercise~~in ~~the~~favor ~~over-allotment~~of ~~option~~a onBusiness Combination; ~~November~~(ii) ~~30,~~not ~~2021~~to ~~(the~~propose ~~“Over-Allotment~~an ~~Option”).~~amendment Asto ~~such,~~the onAmended ~~November~~and ~~30,~~Restated ~~2021,~~Charter with respect to the Company’s ~~consummated~~pre-Business Combination activities prior to the ~~sale~~closing of ana ~~additional 1,240,488~~Business ~~units~~Combination (unless the ~~“Over-Allotment~~Company ~~Units”),~~provides atdissenting ~~$10.00~~public ~~per~~shareholders ~~Over-Allotment~~with ~~Unit,~~the ~~and~~opportunity ~~the~~to ~~sale~~redeem their ofPublic anShares ~~additional~~in ~~165,398~~conjunction ~~Private Placement~~with ~~Warrants,~~any atsuch ~~$1.50~~amendment; ~~per~~(iii) ~~Private~~not ~~Placement~~to ~~Warrant,~~redeem ~~generating~~any ~~total~~shares ~~gross~~(including ~~proceeds~~the ofFounder ~~$12,404,880~~Shares) ~~and~~into ~~$248,097,~~the ~~respectively.~~right ~~The~~to ~~underwriters~~receive ~~forfeited~~cash from the ~~balance~~Trust ofAccount ~~the~~in ~~Over-Allotment~~connection ~~Option.~~with Aa ~~total~~shareholder ofvote ~~$12,404,880~~to ofapprove ~~the~~a ~~net~~Business ~~proceeds~~Combination of(or ~~the~~to ~~exercise~~sell ofany ~~the~~shares ~~Over-Allotment~~in ~~Option~~a ~~was~~tender ~~deposited~~offer ~~into~~in ~~the~~connection ~~Trust~~with ~~Account,~~a ~~bringing~~Business ~~the~~Combination ~~aggregate~~if ~~proceeds~~the ~~deposited~~Company ~~into~~does ~~the~~not ~~Trust~~seek ~~Account~~shareholder approval in connection therewith) ~~with~~or a vote to amend the ~~Initial~~provisions ~~Public~~of ~~Offering~~the toAmended ~~$212,404,880.~~and ~~The~~Restated ~~Company~~Charter ~~incurred~~relating ~~additional~~to ~~offering~~shareholders’ ~~costs~~rights of ~~$682,268~~pre-Business inCombination activity; ~~connection~~and ~~with~~(iv) that the ~~exercise of~~Founder ~~the~~Shares ~~Over-Allotment~~shall ~~Option~~not ~~(of~~participate ~~which~~in ~~$434,171~~any ~~was~~liquidating ~~for~~distributions ~~deferred~~upon ~~underwriting~~winding ~~fees).~~up Onif ~~August~~a ~~11,~~Business ~~2023~~Combination is ~~and~~not ~~August~~consummated. 14However, ~~2023,~~ the ~~underwriters informed~~Sponsors will be entitled to liquidating distributions from the ~~Company~~Trust ofAccount ~~their~~with ~~decision~~respect to ~~waive~~any ~~their~~Public Shares ~~rights~~purchased toduring ~~the~~or ~~deferred~~after ~~underwriting~~the ~~commission~~Initial ~~held~~Public inOffering if the ~~Trust~~Company ~~Account~~fails to complete its Business Combination.

~~Management has~~If ~~broad~~the ~~discretion~~Company ~~with~~is ~~respect~~unable to ~~the~~complete ~~specific~~a ~~application~~Business ofCombination by ~~the~~April ~~net~~19, ~~proceeds~~2026 of(the “Combination Period”), the ~~Initial~~Company ~~Public~~will ~~Offering~~(i) ~~and~~cease ~~the~~all ~~Private~~operations ~~Placement, although~~except ~~substantially~~for ~~all~~the purpose of ~~the~~winding up, ~~net~~(ii) ~~proceeds~~as ~~are~~promptly ~~being~~as ~~applied~~reasonably ~~generally~~possible ~~toward~~but ~~consummating~~no amore ~~Business~~than ~~Combination.~~ten ~~The~~business ~~Nasdaq~~days ~~Stock Market~~thereafter ~~LLC~~subject ~~(“Nasdaq”)~~to ~~rules~~lawfully ~~provide~~available ~~that~~funds therefor, redeem the ~~Business~~Public ~~Combination~~Shares, ~~must~~at bea ~~with~~per-share ~~one~~price, orpayable ~~more~~in ~~target~~cash, ~~businesses~~equal ~~that~~to ~~together have~~the aaggregate ~~fair~~amount ~~market~~then ~~value~~on ~~equal~~deposit toin atthe ~~least~~Trust ~~80%~~Account, ofincluding interest earned on the ~~balance~~funds held in the Trust Account and not previously released to the Company (less ~~any~~ taxes payable onand up to $50,000 of interest ~~earned~~to onpay ~~the Trust~~dissolution ~~Account~~expenses), atdivided by the ~~time~~number of ~~the~~then ~~signing~~outstanding aPublic ~~definitive~~Shares, ~~agreement~~which toredemption ~~enter~~will acompletely ~~Business~~extinguish Public ~~Combination.~~Shareholders’ ~~The~~rights ~~Company~~as ~~will~~shareholders ~~only~~(including ~~complete~~the aright ~~Business Combination~~to receive further liquidation distributions, if ~~the~~any), ~~post-Business~~subject to ~~Combination~~applicable ~~company~~law, ~~owns~~and or(iii) ~~acquires~~as ~~50%~~promptly oras ~~more~~reasonably ofpossible ~~the~~following ~~outstanding~~such ~~voting~~redemption, ~~securities~~subject to the approval of the ~~target~~remaining shareholders orand ~~otherwise~~the ~~acquires~~Company’s aboard ~~controlling~~of ~~interest~~directors in (the ~~target~~“Board ~~sufficient~~of ~~for~~Directors”), itliquidate ~~not~~and dissolve, subject in each case to beits obligations ~~required~~under Cayman Islands law to ~~register~~provide asfor anclaims ~~investment~~of ~~company under~~creditors and the ~~Investment~~requirements ~~Company~~of ~~Act~~applicable law. ~~There~~In isthe noevent ~~assurance~~of such distribution, it is possible that the ~~Company~~per share value of the assets remaining available for distribution will be ~~able~~less tothan ~~successfully~~the ~~effect~~Initial aPublic ~~Business~~Offering price ~~Combination~~per Unit of $10.00.

The Company will provide its holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares without voting, and if they do vote, irrespective of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such closing of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.6

~~If the~~COMPASS ~~Company~~DIGITAL ~~seeks~~ACQUISITION shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Charter provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consentCORP.

11NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~COMPASS DIGITAL~~MARCH ~~ACQUISITION~~31, ~~CORP.~~2025

~~NOTES~~The Sponsors have agreed TOthat ~~UNAUDITED~~they ~~CONDENSED~~will ~~FINANCIAL~~be ~~STATEMENTS~~liable to the Company if and to the extent any claims by a third party (other than the independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the Trust Account assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsors to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsors have sufficient funds to satisfy their indemnity obligations and believe that the Sponsors’ only assets are securities of the Company. Therefore, the Company cannot assure its shareholders that the Sponsors would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The Company seeks to reduce the possibility that the Sponsors will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities, with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

~~SEPTEMBER 30,~~Sponsor ~~2024~~Handover

~~The Public~~On ~~Shareholders~~August ~~will~~30, be2023, ~~entitled~~the toLegacy ~~redeem~~Sponsor ~~their~~and ~~Public~~the ~~Shares~~Sponsor entered ~~for~~into aan ~~pro~~agreement ~~rata~~(the ~~portion~~“Sponsor ofPurchase Agreement”), and on August 31, 2023, the ~~amount~~Legacy ~~then~~Sponsor inand the ~~Trust~~Sponsor ~~Account~~consummated the transactions contemplated thereby (~~$11~~the “Sponsor Handover”).~~01 per~~ ~~Public~~Pursuant ~~Share~~to asthe terms of ~~September~~the 30Sponsor Purchase Agreement, ~~2024~~at the Sponsor Handover: (i) the Legacy Sponsor transferred 3,093,036 ~~plus~~Founder ~~any~~Shares ~~pro~~and ~~rata~~4,645,398 ~~interest~~Private ~~earned~~Placement onWarrants to the ~~funds~~Sponsor; (ii) ~~held~~the inSponsor agreed to cause the ~~Trust~~Company ~~Account~~to ~~and~~pay ~~not~~an ~~previously~~aggregated amount of $300,000 in cash consideration upon closing of the Business ~~released~~Combination at the Legacy Sponsor’s direction to entities or accounts as directed by the ~~Company~~Legacy Sponsor (including the repayment of the $125,000 balance of the note payable to ~~pay~~the ~~its~~Legacy ~~tax~~Sponsor); ~~obligations~~(iii). ~~There~~the ~~will~~Sponsor beentered nointo ~~redemption~~a joinder to the Company’s registration rights ~~upon~~agreement, dated October 14, 2021 (the ~~completion~~“Registration ofRights aAgreement”); ~~Business~~(iv) ~~Combination~~the Legacy Sponsor assigned the existing administrative services agreement with ~~respect~~the Company, dated October 14, 2021 (the “Administrative Services Agreement”) to the Sponsor; ~~Warrants~~(v) all of the members of the Board of Directors and officers of the Company resigned, and Daniel J. ~~These~~Hennessy, ~~Class~~Thomas AD. ~~Ordinary~~Hennessy, Anna ~~Shares~~Brunelle, Kirk Hovde, Matt Schindel and M. Joseph Beck were ~~recorded~~appointed atas adirectors ~~redemption~~and ~~value~~Thomas D. Hennessy and ~~classified~~Nick Geeza were appointed as ~~temporary~~the ~~equity~~Chief ~~upon~~ Executive Officer and the ~~completion~~Chief Financial Officer of the ~~Initial~~Company, ~~Public~~respectively; ~~Offering,~~and in(vi) ~~accordance~~the ~~with~~Company entered into an amendment to the ~~Financial~~existing ~~Accounting~~Letter ~~Standards~~Agreement, ~~Board~~dated October 14, 2021 (as amended, the “~~FASB~~Letter Agreement”). ~~Accounting~~with the Legacy Sponsor, the ~~Standards~~Sponsor ~~Codification~~and ~~(“ASC”)~~the ~~Topic~~Company’s ~~480~~former ~~“Distinguishing~~officers ~~Liabilities~~and ~~from~~directors, ~~Equity”~~pursuant ~~(“ASC~~to ~~480”)~~which the Sponsor became a party to the Letter Agreement and all Founder Shares and Private Placement Warrants transferred to the Sponsor remain subject to the terms of the Letter Agreement.

~~If a~~On ~~shareholder~~March ~~vote~~29, is2024, ~~not required and~~ the Company ~~does~~entered ~~not~~into ~~decide to hold~~ a ~~shareholder vote for business or other legal reasons, the~~joinder ~~Company will, pursuant~~ to ~~its~~Letter ~~Amended~~Agreement ~~and~~with ~~Restated~~each ~~Charter,~~of ~~offer such redemption pursuant to~~ the ~~tender~~current ~~offer~~directors ~~rules~~and ~~of the SEC~~officers, ~~and file~~which ~~tender~~is ~~offer~~effective ~~documents containing substantially the same information~~ as ~~would~~of ~~be included in a proxy statement with~~ the ~~SEC~~Sponsor ~~prior to~~Handover ~~completing~~on aAugust ~~Business~~31, ~~Combination~~2023.

~~The Sponsors~~Extensions ~~have agreed (i) to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor~~ of ~~a Business Combination; (ii) not to propose an amendment to~~ the ~~Amended and Restated Charter with respect to the Company’s pre-Business~~ Combination activities prior to the closing of a Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (iii) not to redeem any shares (including the Founder Shares) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Charter relating to shareholders’ rights of pre-Business Combination activity; and (iv) that the Founder Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsors will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination.Period

If At the ~~Company~~extraordinary isgeneral ~~unable~~meeting toof ~~complete~~shareholders held ~~a Business Combination~~ by ~~December~~the ~~19,~~Company ~~2024,~~on orOctober ~~April~~ 19, ~~2025~~2023 ~~if all four~~ (~~4) monthly extensions pursuant to~~ the ~~Second Extension Amendment Proposal (as defined in Note 11) are used (the~~ “~~Combination~~2023 ~~Period~~EGM”), ~~the~~to ~~Company~~approve ~~will (i)~~proposals ~~cease~~to ~~all~~amend ~~operations except for~~ the ~~purpose~~Amended ofand ~~winding~~Restated ~~up,~~Charter to (iii) asextend ~~promptly~~the asdate ~~reasonably~~by ~~possible~~which ~~but~~the noCompany ~~more~~must ~~than~~consummate ~~ten~~an initial business ~~days~~ ~~thereafter~~combination ~~subject~~from toOctober ~~lawfully available funds therefor~~19, ~~redeem~~2023 ~~the Public Shares, at a per-share price, payable in cash, equal~~ to ~~the~~July ~~aggregate amount then on deposit in the Trust Account~~19, ~~including~~2024 ~~interest earned on~~ (the ~~funds~~“2023 Extension ~~held~~Amendment inProposal”) ~~the Trust Account~~ and ~~not previously~~(ii) ~~released~~ to ~~the~~provide ~~Company~~for ~~(less~~the ~~taxes~~right ~~payable~~of ~~and~~holders ~~up to $50,000~~ of ~~interest to pay dissolution expenses), divided by~~ the ~~number of~~Company’s ~~then~~Class ~~outstanding~~B ~~Public~~Ordinary Shares, ~~which~~par value ~~redemption~~$0.0001 ~~will~~per ~~completely~~share ~~extinguish Public Shareholders’ rights as shareholders~~ (~~including~~ the ~~right~~“Class toB ~~receive~~Ordinary ~~further liquidation distributions~~Shares,” ~~if any), subject to applicable law,~~ and ~~(iii)~~together aswith ~~promptly~~the asClass ~~reasonably~~A ~~possible following~~Ordinary ~~such redemption~~Shares, ~~subject to~~ the ~~approval of the remaining shareholders and the Company’s board of directors (the~~ “~~Board~~Ordinary ~~of Directors~~Shares”), ~~liquidate~~to ~~and~~convert ~~dissolve,~~such ~~subject~~shares ininto ~~each~~Class ~~case~~A toOrdinary ~~its~~Shares ~~obligations~~on ~~under~~a ~~Cayman~~one-for-one ~~Islands~~basis ~~law~~at toany ~~provide~~time ~~for claims of creditors~~ and ~~the~~from ~~requirements~~time ofto ~~applicable~~time ~~law.~~prior In to the ~~event~~closing of ~~such~~a ~~distribution,~~Business itCombination isat ~~possible that~~ the ~~per~~election ~~share value~~ of the ~~assets~~ ~~remaining~~holders ~~available~~(the ~~for~~“Founder ~~distribution~~Share ~~will~~Amendment beProposal” ~~less~~and ~~than~~together with the ~~Initial~~2023 ~~Public~~Extension ~~Offering~~Amendment ~~price~~Proposal, ~~per~~the ~~Unit~~“Charter ~~$10~~Amendment Proposals”).~~00.~~

~~The Sponsors~~In ~~have~~connection ~~agreed~~with ~~that they will be liable to~~ the ~~Company~~vote ~~if and~~ to ~~the~~approve ~~extent any claims by a third party (other than~~ the ~~independent~~Charter ~~registered~~Amendment ~~public accounting firm) for services rendered or products sold to the Company~~Proposals, orPublic aShareholders ~~prospective~~holding ~~target business with which the Company has entered into a written letter of intent~~16, ~~confidentiality or similar agreement or Business Combination agreement~~045,860 ~~reduce the~~Public ~~amount~~Shares of(after ~~funds~~giving ineffect ~~the Trust Account~~ to ~~below~~withdrawals ~~the lesser~~ of (iredemptions) ~~$10.00 per Public Share and (ii) the actual amount per Public Share~~exercised ~~held~~their inright ~~the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due~~ to ~~reductions~~redeem ~~in the value of the Trust Account assets, less taxes payable, provided that~~ such ~~liability~~shares ~~will~~for ~~not apply to any claims by~~ a ~~third~~pro ~~party~~rata orportion ~~prospective target business who executed a waiver~~ of ~~any~~the ~~and~~funds ~~all rights to monies held~~ in the Trust Account (~~whether or not such waiver is enforceable) nor will it apply to any claims under~~ the ~~Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the~~ “~~Securities~~2023 ~~Act~~Redemptions”). ~~However,~~As ~~the Company~~a ~~has not asked the Sponsors to reserve for such indemnification obligations~~result, ~~nor~~approximately ~~has the Company independently verified whether the Sponsors have sufficient funds to satisfy their indemnity obligations and believe that the Sponsors’ only assets are securities of the Company~~$169. ~~Therefore,~~1 ~~the~~million ~~Company~~(approximately ~~cannot assure its shareholders that the Sponsors would be able to satisfy those obligations~~$10.54 ~~None~~per ofshare) ~~the~~was ~~Company’s officers~~removed orfrom ~~directors will indemnify~~ the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The Company seeks to reduce the possibility that the Sponsors will have to indemnify the Trust Account ~~due~~ to ~~claims of~~pay ~~creditors~~such by endeavoring to have all vendors, service providers, prospective target businesses or other entities, with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Accountholders.

12On July 18, 2024, the Company held an extraordinary general meeting of shareholders in lieu of an annual general meeting of shareholders (the “2024 EGM”) to approve, among other things, a proposal to amend the Amended and Restated Charter to extend the date by which the Company must consummate an initial Business Combination from July 19, 2024 to December 19, 2024, and then on a monthly basis up to four (4) times until April 19, 2025 (or such earlier date as determined by the Board of Directors (the “2024 Extension Amendment Proposal”).

~~COMPASS~~In connection with the vote to approve the 2024 Extension ~~DIGITAL~~Amendment ~~ACQUISITION~~Proposal, ~~CORP~~Public Shareholders holding 2,713,143 Public Shares (after giving effect to withdrawals of redemptions) exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account (the “2024 Redemptions”). As a result of the 2024 Redemptions, approximately $29.6 million (approximately $10.92 per share) was removed from the Trust Account to pay such holders.

~~NOTES~~On April 16, 2025, the Company held an extraordinary TOgeneral ~~UNAUDITED~~meeting ~~CONDENSED~~of ~~FINANCIAL~~shareholders ~~STATEMENTS~~in lieu of an annual general meeting of shareholders (the “2025 EGM”) to approve, among other things, a proposal to amend the Amended and Restated Charter to extend the date by which the Company must consummate an initial Business Combination from April 19, 2025 to April 19, 2026 (or such earlier date as determined by the Board of Directors (the “2025 Extension Amendment Proposal”).

~~SEPTEMBER~~In connection with the vote to approve the 2025 Extension 30Amendment Proposal, ~~2024~~Public Shareholders holding 2,370,619 Public Shares (after giving effect to withdrawals of redemptions) exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account (the “2025 Redemptions”). As a result of the 2025 Redemptions, approximately $26.7 million (approximately $11.25 per share) was removed from the Trust Account to pay such holders.

~~Sponsor Handover~~7

~~On August~~COMPASS ~~30,~~DIGITAL ~~2023,~~ACQUISITION the Legacy Sponsor and the New Sponsor entered into an agreement (the “Sponsor Purchase Agreement”), and on August 31, 2023, the Legacy Sponsor and the New Sponsor consummated the transactions contemplated thereby (the “Sponsor Handover”)CORP. Pursuant to the terms of the Sponsor Purchase Agreement, at the Sponsor Handover: (i) the Legacy Sponsor transferred 3,093,036 Founder Shares and 4,645,398 Private Placement Warrants to the New Sponsor; (ii) New Sponsor agreed to cause the Company to pay an aggregated amount of $300,000 in cash consideration upon closing of the Business Combination at the Legacy Sponsor’s direction to entities or accounts as directed by the Legacy Sponsor (including the repayment of the $125,000 balance of the note payable to the Legacy Sponsor); (iii) New Sponsor entered into a joinder to the Company’s registration rights agreement, dated October 14, 2021 (the “Registration Rights Agreement”); (iv) the Legacy Sponsor assigned the existing administrative services agreement with the Company, dated October 14, 2021 (the “Administrative Services Agreement”) to the New Sponsor; (v) all of the members of the Board of Directors and officers of the Company resigned, and Daniel J. Hennessy, Thomas D. Hennessy, Anna Brunelle, Kirk Hovde, Matt Schindel and M. Joseph Beck were appointed as directors and Thomas D. Hennessy and Nick Geeza were appointed as the Chief Executive Officer and the Chief Financial Officer of the Company, respectively; and (vi) the Company entered into an amendment to the existing Letter Agreement, dated October 14, 2021 (as amended, the “Letter Agreement”). with the Legacy Sponsor, the New Sponsor and the Company’s former officers and directors, pursuant to which the New Sponsor became a party to the Letter Agreement and all Founder Shares and Private Placement Warrants transferred to the New Sponsor remain subject to the terms of the Letter Agreement. Immediately following the Sponsor Handover, the Legacy Sponsor retained 2,217,086 Founder Shares and 186,667 Private Placement Warrants, which Private Placement Warrants will be transferred to the Institutional Anchor Investors upon the closing of the initial Business Combination.

~~On March~~NOTES ~~29,~~TO ~~2024,~~UNAUDITED ~~the~~CONDENSED ~~Company~~FINANCIAL ~~entered into a Joinder to Letter Agreement for $110,000 with each of the current directors and officers, which is effective as of the Sponsor Handover on August 31, 2023.~~STATEMENTS

~~Extension of~~MARCH ~~the~~31, ~~Combination Period~~2025

At the extraordinary general meeting of shareholders called by the Company on October 19, 2023 (the “2023 EGM”), to approve proposals to amend the Amended and Restated Charter to (i) extend the date by which the Company must consummate an initial business combination from October 19, 2023 to July 19, 2024 (the “First Extension Amendment Proposal”) and (ii) to provide for the right of holders of the Company’s Class B Ordinary Shares, par value $0.0001 per share (the “Class B Ordinary Shares,” and together with the Class A Ordinary Shares, the “Ordinary Shares”), to convert such shares into Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the closing of a Business Combination at the election of the holders (the “Founder Share ~~Amendment Proposal” and together with the First Extension Amendment Proposal, the “Charter Amendment Proposals”).~~Conversions

~~In connection~~On ~~with~~October ~~the~~19, ~~vote~~2023, tofollowing ~~approve~~the approval of the Founder ~~Charter~~Share Amendment ~~Proposals,~~Proposal ~~Public~~at ~~Shareholders~~the ~~holding~~2023 16EGM,~~045,860~~ ~~Public~~the ~~Shares~~Sponsors ~~(after~~also ~~giving effect~~converted toan ~~withdrawals~~aggregate of ~~redemptions)~~600,000 ~~exercised~~Founder ~~their~~Shares ~~right~~on toa ~~redeem~~one-for-one basis ~~such~~into ~~shares~~Class ~~for~~A aOrdinary ~~pro~~Shares ~~rata~~(the ~~portion~~“2023 ofFounder ~~the~~Share Conversion”) and waived any right to receive funds infrom the Trust ~~Account~~ (Account with respect to the ~~“2023~~Class ~~Redemptions”).~~A AsOrdinary aShares ~~result,~~received ~~approximately~~upon ~~$169.1~~such ~~million~~conversion ~~(approximately~~and ~~$10.54~~acknowledged ~~per~~that ~~share)~~such ~~was~~shares ~~removed~~will ~~from~~be ~~the~~subject to ~~Trust~~all ~~Account~~of the restrictions applicable to ~~pay~~the ~~such~~original ~~holders~~Founder Shares under the terms of the Letter Agreement.

On July 1824, 2024, ~~the~~in ~~Company~~connection with ~~held~~the an2024 ~~extraordinary~~EGM ~~general~~and ~~meeting~~the of2024 ~~shareholders~~Redemptions, inthe ~~lieu~~Sponsors ofalso converted an ~~annual~~aggregate ~~general~~of ~~meeting~~2,600,000 ofFounder ~~shareholders (the~~Shares ~~“2024~~on ~~EGM”)~~a toone-for-one ~~approve,~~basis into ~~among~~Class ~~other~~A ~~things,~~Ordinary aShares ~~proposal~~(the to“2024 ~~amend~~Founder ~~the~~Share ~~Amended~~Conversion”) and ~~Restated~~waived ~~Charter~~any right to ~~extend~~receive ~~the~~funds ~~date by~~from ~~which~~ the ~~Company~~Trust ~~must~~Account with ~~consummate~~respect anto ~~initial~~the ~~Business~~Class ~~Combination~~A ~~from~~Ordinary ~~July~~Shares ~~19,~~received ~~2024~~upon tosuch ~~December~~conversion ~~19,~~and ~~2024,~~acknowledged ~~and~~that ~~then~~such onshares awill ~~monthly~~be ~~basis up~~subject to ~~four~~all ~~(4)~~of the ~~times~~restrictions ~~until~~applicable ~~April~~to ~~19,~~the ~~2025~~original ~~(or~~Founder ~~such~~Shares ~~earlier~~under ~~date as determined by~~ the ~~Board~~terms of ~~Directors (~~the ~~“Second~~Letter ~~Extension Amendment Proposal”)~~Agreement.

~~In connection~~Business ~~with~~Combination the vote to approve the Second Extension Amendment Proposal, Public Shareholders holding 2,713,143 Public Shares (after giving effect to withdrawals of redemptions) exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account (the “2024 Redemptions”). As a result of the 2024 Redemptions, approximately $29.6 million (approximately $10.92 per share) was removed from the Trust Account to pay such holders.Agreement

~~Founder~~On September 5, 2024, the ~~Share~~Company ~~Conversion~~entered into a Business Combination Agreement (as amended, restated or otherwise modified from time to time, the “Business Combination Agreement”) with (i) the Sponsor, in the capacity as the representative from and after the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”) for the shareholders of the Company, (ii) upon execution of a joinder thereto, a to-be-formed Cayman Islands exempted company to be named “EEW Renewables Corp” (“Pubco”), (iii) upon execution of a joinder thereto, a to-be-formed Cayman Islands exempted company and wholly-owned subsidiary of Pubco to be named “EEW Merger Sub” (“Merger Sub”), (iv) EEW Renewables Ltd, a company formed under the laws of England and Wales (“EEW”), (v) the shareholders of EEW named therein that executed and delivered the Business Combination Agreement on the signing date (together with any transferees of ordinary shares of EEW prior to the Closing that either sign a joinder agreement to become a party thereto, or that become bound thereby pursuant to the drag-along rights to be set forth in EEW’s amended organizational documents (collectively, the “Sellers”), and (vi) E.E.W. Global Holding Limited, in the capacity as the representative for the Sellers in accordance with the terms and conditions of the Business Combination Agreement.

~~On October~~Pursuant 19to the Business Combination Agreement, ~~2023~~subject to the terms and conditions set forth therein, ~~following~~at the ~~approval~~Closing, of(a) Merger Sub will merge with and into the ~~Founder~~Company, ~~Share~~with ~~Amendment~~the ~~Proposal~~Company atcontinuing as the ~~2023~~surviving ~~EGM,~~entity (the ~~Sponsors~~“Merger”), ~~also~~as ~~converted~~a anresult ~~aggregate~~ of ~~600~~which,~~000~~ ~~Founder~~(i) ~~Shares~~the onCompany shall become a ~~one~~wholly-~~for-one~~owned ~~basis~~subsidiary ~~into~~of ~~Class~~Pubco, and A(ii) ~~Ordinary~~each ~~Shares~~issued (and outstanding security of the ~~“2023~~Company ~~Founder~~immediately ~~Share~~prior ~~Conversion”~~to the Effective Time (as defined in the Business Combination Agreement) shall no longer be outstanding and ~~waived any~~shall ~~right~~automatically tobe ~~receive~~cancelled, ~~funds~~in ~~from~~exchange for the ~~Trust~~right ~~Account~~of ~~with~~the ~~respect~~holder thereof to ~~the~~receive a ~~Class~~substantially Aequivalent ~~Ordinary~~security ~~Shares~~of ~~received~~Pubco, ~~upon~~and ~~such~~(b) ~~conversion~~Pubco shall acquire all of the issued and ~~acknowledged~~outstanding ordinary shares of EEW from ~~that~~the ~~such~~Sellers in exchange for Pubco ordinary shares ~~will~~(the be“Share Exchange”), all upon the terms and subject to ~~all~~the ofconditions set forth in the ~~restrictions~~Business Combination Agreement and in accordance with the applicable toprovisions of the ~~original~~Companies ~~Founder~~Act ~~Shares~~(Revised) ~~under~~of the Cayman ~~terms~~Islands and the laws of England and Wales (the ~~Letter~~Merger, the Share Exchange and the other transactions contemplated by the Business Combination Agreement and the ancillary documents, together, the “Transactions”), and any outstanding convertible securities of EEW will be terminated; and (c) as a result of such Transactions, the Company and EEW each will become a wholly-owned subsidiary of Pubco, and Pubco will become a publicly traded company upon the Closing.

On July 24, 2024, in connection with the 2024 EGM and the 2024 Redemptions, the Sponsors also converted an aggregate of 2,600,000 Founder Shares on a one-for-one basis into Class A Ordinary Shares (the “2024 Founder Share ~~Conversion”)~~Exchange and waived any right to receive funds from the Trust Account with respect to the Class A Ordinary Shares received upon such conversion and acknowledged that such shares will be subject to all of the restrictions applicable to the original Founder Shares under the terms of the Letter Agreement.Consideration

13The base consideration to be paid to the Sellers is $300,000,000 (subject to increase to the extent that the Company’s unpaid transaction expenses and cash liabilities as of the Closing that the Sponsor does not pay in cash exceeds $5,000,000, and subject to decrease to the extent that the amount of EEW’s unpaid transaction expenses is more than $5,000,000), and will be paid entirely in the form of newly issued ordinary shares of Pubco, par value $0.0001 per share (the “Pubco Ordinary Shares”), with each share valued at $10.00 (such shares, the “Exchange Shares”).

~~COMPASS~~In addition to the base consideration as set forth ~~DIGITAL~~above, ~~ACQUISITION~~the ~~CORP.~~Sellers will be entitled to receive up to an additional 4,200,000 Pubco Ordinary Shares, subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted (the “Earnout Shares”), as additional consideration from Pubco in the event that:

~~NOTES~~(i) If during the 3-year period after the Closing TO(the ~~UNAUDITED~~“Earnout ~~CONDENSED~~Period”), ~~FINANCIAL~~the ~~STATEMENTS~~volume-weighted average price for Pubco Ordinary Shares for 20 out of 30 consecutive trading days is at least: (i) $11.00 per share, the Sellers will receive 50% of the Earnout Shares and (ii) $12.00 per share, the Sellers will receive the remaining 50% of the Earnout Shares; or

~~SEPTEMBER~~(ii) If Pubco’s consolidated earnings before interest, taxes, depreciation, and amortization for the fiscal year ended April 30, ~~2024~~2025 equals or exceeds $41.9 million, subject to certain adjustments, the Sellers will receive all of the Earnout Shares.

~~Business~~If there is a change-in-control ~~Combination~~transaction ~~Agreement~~during the Earnout Period, to the extent that the express or implied price per Pubco Ordinary Share in such transaction is equal to or greater than the applicable share price targets as set forth above, the vesting of such Earnout Shares will accelerate, and the Earnout Shares will be issuable upon the closing of such transaction.

On September 5, 2024, the Company entered into a Business Combination Agreement (as amended, restated or otherwise modified from time to time, the “Business Combination Agreement”) with (i) the New Sponsor, in the capacity as the representative from and after the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”) for the shareholders of the Company, (ii) upon execution of a joinder thereto, a to-be-formed Cayman Islands exempted company to be named “EEW Renewables Corp” (“Pubco”), (iii) upon execution of a joinder thereto, a to-be-formed Cayman Islands exempted company and wholly-owned subsidiary of Pubco to be named “EEW Merger Sub” (“Merger Sub”), (iv) EEW Renewables Ltd, a company formed under the laws of England and Wales (“EEW”), (v) the shareholders of EEW named therein that executed and delivered the Business Combination Agreement on the signing date (together with any transferees of ordinary shares of EEW prior to the Closing that either sign a joinder agreement to become a party thereto, or that become bound thereby pursuant to the drag-along rights to be set forth in EEW’s amended organizational documents (collectively the “Sellers”), and (vi) E.E.W. Global Holding Limited, in the capacity as the representative for the Sellers in accordance with the terms and conditions of the Business Combination Agreement.8

~~Pursuant to~~COMPASS ~~the~~DIGITAL ~~Business~~ACQUISITION Combination Agreement, subject to the terms and conditions set forth therein, at the Closing, (a) Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity (the “Merger”), as a result of which, (i) the Company shall become a wholly-owned subsidiary of Pubco, and (ii) each issued and outstanding security of the Company immediately prior to the Effective Time (as defined in the Business Combination Agreement) shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco, and (b) Pubco shall acquire all of the issued and outstanding ordinary shares of EEW from the Sellers in exchange for Pubco ordinary shares (the “Share Exchange”), all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the applicable provisions of the Companies Act (Revised) of the Cayman Islands and the laws of England and Wales (the Merger, the Share Exchange and the other transactions contemplated by the Business Combination Agreement and the ancillary documents, together, the “Transactions”), and any outstanding convertible securities of EEW will be terminated; and (c) as a result of such Transactions, the Company and EEW each will become a wholly-owned subsidiary of Pubco, and Pubco will become a publicly traded company upon the ClosingCORP.

~~Share Exchange~~NOTES ~~and~~TO ~~Consideration~~UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~The base~~MARCH ~~consideration to be paid to the Sellers is $300~~31,~~000,000~~ (subject to increase to the extent that the Company’s unpaid transaction expenses and cash liabilities as of the Closing that the New Sponsor does not pay in cash exceeds $5,000,000, and subject to decrease to the extent that the amount of EEW’s unpaid transaction expenses is more than $5,000,000), and will be paid entirely in the form of newly issued ordinary shares of Pubco, par value $0.0001 per share (the “Pubco Ordinary Shares”), with each share valued at $10.00 (such shares, the “Exchange Shares”).2025

~~In addition~~Liquidity to the base consideration as set forth above, the Sellers will be entitled to receive up to an additional 4,200,000 Pubco Ordinary Shares, subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and ~~the~~Going like after the Closing, including to account for any equity securities into which such shares are exchanged or converted (the “Earnout Shares”), as additional consideration from Pubco in the event that:Concern

~~(i)~~As ~~If during~~of ~~the~~March ~~3-year~~31, ~~period after the Closing (the “Earnout Period”)~~2025, the ~~volume-weighted~~Company ~~average~~had ~~price for Pubco Ordinary Shares for 20 out of 30 consecutive trading days is at least: (i)~~ $~~11.00 per share~~1,403 ~~the~~in ~~Sellers~~its operating ~~will~~bank ~~receive~~accounts ~~50% of the Earnout Shares~~ and ~~(ii) $12.00~~a ~~per~~working ~~share,~~capital ~~the~~deficit ~~Sellers will receive the remaining 50%~~ of ~~the Earnout Shares; or~~$2,572,223.

~~(ii)~~To ~~If Pubco~~date, the Company’s liquidity ~~consolidated~~needs ~~earnings~~have ~~before~~been ~~interest,~~satisfied ~~taxes,~~through ~~depreciation~~(i) a payment of $25,000 from ~~and~~the ~~amortization~~Legacy Sponsor to cover certain expenses on behalf of the Company in exchange for the ~~fiscal~~issuance ~~year~~of ~~ended~~the ~~April~~Founder 30Shares, ~~2025 equals~~(ii) ora ~~exceeds~~loan ~~$41.9~~of ~~million~~approximately $195,000 from ~~subject~~the Legacy Sponsor pursuant to ~~certain~~a ~~adjustments~~promissory note for up to $250,000 (the “IPO Promissory Note”), (iii) the ~~Sellers~~net ~~will~~proceeds ~~receive~~from ~~all~~the consummation of the ~~Earnout~~Private ~~Shares~~Placement not held in the Trust Account, (iv) the Polar Capital Investment (as defined in Note 5), and (v) the Working Capital Loans (as defined in Note 5) pursuant to the 2021 Promissory Note and the 2024 Promissory Note (each as defined in Note 5). The Company fully repaid the IPO Promissory Note on October 19, 2021. No additional borrowing is available under the IPO Promissory Note (see Note 5).

~~If there~~As isof aMarch ~~change-in-control~~31, ~~transaction~~2025, ~~during~~ the ~~Earnout~~Company ~~Period,~~had todrawn ~~the~~$1,250,000 from ~~extent that~~ the ~~express~~Polar orCapital ~~implied~~Investment ~~price~~that ~~per~~was ~~Pubco~~fair ~~Ordinary Share~~valued inat ~~such~~$227,273, ~~transaction~~$125,000 isoutstanding ~~equal~~from ~~to or greater than~~ the ~~applicable~~2021 ~~share~~Working ~~price~~Capital ~~targets~~Loans (as ~~set forth above, the vesting of such Earnout~~defined ~~Shares~~below) ~~will~~and ~~accelerate~~$1,381,019 ~~and~~outstanding from the ~~Earnout~~2024 ~~Shares~~Working ~~will~~Capital beLoan ~~issuable~~(see ~~upon~~Note ~~the closing of such transaction~~5).

14Based on the foregoing, Management believes that the Company may not have sufficient working capital to meet its anticipated obligations through the earlier of the consummation of an initial Business Combination or one year from the date of the accompanying unaudited condensed financial statements. Over this period, the Company will be using these funds for paying existing accounts payable, operating costs, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

~~COMPASS~~In connection with the Company’s ~~DIGITAL~~assessment ~~ACQUISITION~~of ~~CORP~~going concern considerations in accordance with FASB ASC Subtopic 205-40 “Presentation of Financial Statements – Going Concern,” the Company has until April 19, 2026 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time and the Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date of the accompanying unaudited condensed financial statements. If a Business Combination is not consummated with the Combination Period, there will be a mandatory liquidation and subsequent dissolution of the Company. The Company cannot provide any assurance that (i) new financing will be available to it on commercially acceptable terms, if at all, or (ii) that its plans to consummate an initial Business Combination will be successful. Management has determined that the liquidity condition and mandatory liquidation should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. The accompanying unaudited condensed financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern.

~~NOTES TO~~NOTE ~~UNAUDITED~~2 ~~CONDENSED~~- ~~FINANCIAL~~SUMMARY ~~STATEMENTS~~OF SIGNIFICANT ACCOUNTING POLICIES

~~SEPTEMBER 30,~~Basis ~~2024~~of Presentation

~~Liquidity~~The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and ~~Going~~in ~~Concern~~accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of Management, the accompanying unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected through December 31, 2025.

AsThe accompanying unaudited condensed financial statements ofshould ~~September~~be ~~30,~~read ~~2024,~~in conjunction with the Company’s ~~had~~Annual ~~$33,544~~Report inon ~~its~~Form ~~operating~~10-K ~~bank~~for ~~accounts~~the ~~and~~fiscal ayear ~~working~~ended ~~capital~~December ~~deficit~~31, of2024 $5as filed with the SEC on March 25,~~479,910~~ 2025.

~~To date,~~Emerging ~~the~~Growth Company’s liquidity needs have been satisfied through (i) a payment of $25,000 from the Legacy Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares, (ii) a loan of approximately $195,000 from the Legacy Sponsor pursuant to a promissory note for up to $250,000 (the “IPO Promissory Note”), (iii) the net proceeds from the consummation of the Private Placement not held in the Trust Account, (iv) the Polar Capital Investment (as defined in Note 5) and (v) the Legacy Working Capital Loans (as defined in Note 5). The Company fully repaid the IPO Promissory Note on October 19, 2021. No additional borrowing is available under the IPO Promissory Note (see Note 5). Also, as of September 30, 2024, the Company had drawn $1,250,000 from the Polar Capital Investment that was fair valued at $227,273 and had $125,000 outstanding from the Legacy Working Capital Loans (see Note 5).

~~Based on~~The ~~the~~Company ~~foregoing,~~is ~~Management~~an ~~believes~~“emerging ~~that~~growth ~~the~~company,” as ~~Company~~defined ~~may~~in ~~not~~Section ~~have~~2(a) ~~sufficient~~of ~~working~~the ~~capital~~Securities toAct, ~~meet~~as ~~its~~modified ~~anticipated~~by ~~obligations through~~ the ~~earlier~~Jumpstart Our Business Startups Act of 2012 (the ~~consummation~~“JOBS ofAct”), and anit ~~initial~~may ~~Business~~take ~~Combination~~advantage orof ~~one~~certain ~~year~~exemptions from ~~the~~various ~~date~~reporting ofrequirements ~~the~~that ~~accompanying~~are ~~unaudited~~applicable ~~condensed~~to other public companies that ~~financial~~are ~~statements.~~not ~~Over~~emerging ~~this~~growth ~~period~~companies including, ~~the~~but ~~Company~~not ~~will~~limited beto, ~~using~~not ~~these~~being ~~funds~~required ~~for~~to ~~paying~~comply ~~existing~~with ~~accounts~~the ~~payable,~~independent ~~operating~~registered ~~costs,~~public accounting ~~identifying~~firm ~~and~~attestation ~~evaluating~~requirements ~~prospective~~of ~~initial~~Section ~~Business~~404 ~~Combination~~of ~~candidates,~~the ~~performing~~Sarbanes-Oxley ~~due~~Act ~~diligence~~of on2002, ~~prospective~~reduced ~~target~~disclosure ~~businesses,~~obligations regarding executive compensation ~~paying~~in ~~for~~its ~~travel~~periodic ~~expenditures~~reports and proxy statements, ~~selecting~~and exemptions from the ~~target~~requirements ~~business~~of toholding ~~merge~~a ~~with~~nonbinding oradvisory ~~acquire,~~vote on executive compensation and ~~structuring,~~shareholder ~~negotiating~~approval ~~and~~of ~~consummating the~~any ~~Business~~golden ~~Combination~~parachute payments not previously approved.

~~In connection~~Further, ~~with~~Section ~~the~~102(b)(1) ~~Company’s assessment~~ of ~~going~~the ~~concern~~JOBS ~~considerations~~Act inexempts emerging ~~accordance~~growth ~~with~~companies ~~FASB~~from ~~ASC~~being ~~Subtopic~~required ~~205-40~~to ~~“Presentation of~~comply ~~Financial~~with ~~Statements~~new –or ~~Going~~revised ~~Concern,”~~financial ~~the~~accounting ~~Company~~standards ~~has~~ until ~~December~~private ~~19,~~companies ~~2024~~(that is, orthose ~~April~~that ~~19,~~have ~~2025~~not ifhad ~~all~~a ~~four~~Securities ~~(4)~~Act ~~monthly extensions~~registration ~~pursuant~~statement todeclared ~~the~~effective ~~Second~~or ~~Extension~~do ~~Amendment~~not ~~Proposal~~have ~~are used, to consummate~~ a ~~Business~~class ~~Combination.~~of Itsecurities isregistered under ~~uncertain that~~ the ~~Company~~ ~~will~~Exchange beAct) ~~able~~are required to ~~consummate~~comply awith ~~Business~~the ~~Combination~~new byor ~~this~~revised ~~time~~financial ~~and~~accounting ~~the~~standards. ~~Company~~The ~~lacks~~JOBS ~~the~~Act ~~financial~~provides ~~resources~~that ita ~~needs to sustain~~company ~~operations~~can ~~for~~elect ato ~~reasonable~~opt ~~period~~out of ~~time,~~the ~~which~~extended istransition ~~considered~~period toand becomply ~~one~~with ~~year~~the ~~from~~requirements ~~the~~that ~~date~~apply ofto ~~the~~non-emerging ~~accompanying~~growth ~~unaudited~~companies ~~condensed~~but ~~financial~~any ~~statements.~~such Ifelection ato ~~Business~~opt ~~Combination~~out is ~~not~~irrevocable. ~~consummated~~The ~~with~~Company ~~the~~has ~~Combination~~elected ~~Period,~~not ~~there~~to ~~will~~opt beout ~~a mandatory liquidation and subsequent dissolution~~ of ~~the~~such ~~Company.~~extended ~~The~~transition ~~Company~~period, ~~cannot~~which ~~provide~~means ~~any assurance~~ that when ~~(i)~~a ~~new~~standard ~~financing~~is ~~will~~issued beor ~~available~~revised toand it ~~on commercially~~has ~~acceptable~~different ~~terms,~~application ifdates atfor ~~all,~~public or ~~(ii)~~private ~~that~~companies, ~~its~~the ~~plans~~Company, toas ~~consummate~~ an ~~initial~~emerging growth ~~Business~~company, ~~Combination~~can ~~will~~adopt bethe ~~successful.~~new ~~Management has~~or ~~determined~~revised ~~that~~standard at the ~~liquidity~~time ~~condition~~private ~~and~~companies ~~mandatory~~adopt ~~liquidation~~the ~~should~~new aor ~~Business~~revised ~~Combination~~standard. ~~not~~This ~~occur,~~may ~~and~~make ~~potential subsequent~~comparison ~~dissolution~~of ~~raises substantial doubt about~~ the Company’s ~~ability~~financial tostatements ~~continue~~with asanother apublic ~~going~~company, ~~concern.~~which ~~The~~is ~~accompanying~~neither ~~unaudited~~an ~~condensed financial~~emerging ~~statements~~growth docompany ~~not~~nor ~~include~~an ~~any~~emerging ~~adjustments~~growth company that ~~might~~has ~~result~~opted ~~from~~out of using the ~~Company’s~~extended ~~inability~~transition toperiod ~~continue~~difficult asor aimpossible ~~going~~because ~~concern~~of the potential differences in accounting standards used.

159

COMPASS DIGITAL ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER 30~~MARCH 31, ~~2024~~2025

~~NOTE 2~~Risks -and ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~Uncertainties

~~Basis~~Various social and political circumstances in the United States and around the world (including wars and other forms of ~~Presentation~~conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics) may contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. These market volatilities could adversely affect the Company’s ability to complete a Business Combination. In response to the conflict between nations, the United States and other countries have imposed sanctions or other restrictive actions against certain countries. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a Business Combination and the value of the Company’s securities.

~~The accompanying~~Management ~~unaudited~~continues ~~condensed~~to ~~financial~~evaluate ~~statements~~the ~~are~~impact ~~presented~~of ~~in conformity with accounting principles generally accepted in the~~these ~~United~~types ~~States~~ of ~~America~~risks ~~(“GAAP”)~~on ~~for~~the ~~interim~~industry ~~financial information~~ and inhas ~~accordance~~concluded ~~with~~that ~~the~~while ~~instructions~~it tois ~~Form~~reasonably ~~10-Q and~~possible ~~Article~~that 8these oftypes ~~Regulation S-X~~ of ~~the~~risks ~~SEC.~~could ~~Certain~~have ~~information~~a ornegative effect ~~footnote~~on ~~disclosures~~the ~~normally~~Company’s ~~included in~~ financial ~~statements~~position, ~~prepared in~~results ~~accordance~~of ~~with~~its ~~GAAP~~operations ~~have been condensed~~ and/or ~~omitted,~~ability ~~pursuant~~ to ~~the~~close ~~rules~~a ~~and~~Business ~~regulations~~Combination ofwith ~~the~~a ~~SEC for interim financial reporting.~~target ~~Accordingly~~company, ~~they do not include all~~ the ~~information~~specific ~~and~~impact ~~footnotes~~is ~~necessary~~not ~~for~~readily adeterminable ~~complete~~as ~~presentation~~ of ~~financial position, results of operations, or cash flows. In~~ the ~~opinion~~date of ~~Management,~~ the accompanying unaudited condensed financial statements ~~reflect all adjustments,~~. ~~which~~The ~~include~~accompanying ~~only~~unaudited ~~normal~~condensed ~~recurring~~financial ~~adjustments~~statements ~~necessary~~do ~~for~~not ~~the~~include ~~fair~~any ~~statement~~adjustments ofthat ~~the~~might ~~balances~~result ~~and~~from ~~results for~~ the ~~periods~~outcome ~~presented. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative~~ of ~~the~~this ~~results that may be expected through December 31, 2024~~uncertainty.

~~The accompanying~~Use ~~unaudited~~of ~~condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on April 1, 2024.~~Estimates

~~Emerging~~The preparation of the accompanying unaudited condensed ~~Growth~~financial ~~Company~~statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accompanying unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period.

~~The Company~~Making isestimates anrequires ~~“emerging~~Management ~~growth~~to ~~company,”~~exercise assignificant judgment. ~~defined~~It inis ~~Section~~at ~~2(a)~~least ofreasonably ~~the~~possible ~~Securities~~that ~~Act,~~the asestimate ~~modified~~of by the ~~Jumpstart~~effect ~~Our Business Startups Act~~ of ~~2012~~a ~~(the “JOBS Act”)~~condition, ~~and~~situation itor ~~may~~set ~~take advantage~~ of ~~certain~~circumstances ~~exemptions from various reporting requirements~~ that ~~are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required~~existed toat ~~comply with~~ the ~~independent~~date ~~registered public accounting firm attestation requirements~~ of ~~Section~~the ~~404~~accompanying ofunaudited ~~the~~condensed ~~Sarbanes-Oxley~~financial ~~Act of 2022~~statements, ~~reduced~~which ~~disclosure~~Management ~~obligations~~considered ~~regarding executive compensation~~ in formulating its ~~periodic reports and proxy statements~~estimate, ~~and~~could change ~~exemptions~~in ~~from~~ the ~~requirements~~near ofterm ~~holding~~due ato ~~nonbinding~~one ~~advisory~~or ~~vote~~more onfuture ~~executive~~confirming ~~compensation~~events. ~~and~~Accordingly, ~~shareholder~~the ~~approval~~actual ofresults ~~any~~could ~~golden~~differ ~~parachute~~significantly ~~payments not~~from ~~previously approved~~those estimates.

~~Further, Section~~Cash 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and ~~comply~~Cash with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.Equivalents

~~Risks~~The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,403 and ~~Uncertainties~~$27,720 of cash and no cash equivalents as of March 31, 2025 and December 31, 2024, respectively.

~~Various social~~Cash ~~and~~Held ~~political circumstances~~ in ~~the~~Trust United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics) may contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. These market volatilities could adversely affect the Company’s ability to complete a Business Combination. In response to the conflict between nations, the United States and other countries have imposed sanctions or other restrictive actions against certain countries. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a Business Combination and the value of the Company’s securities.Account

~~Management continues~~At toMarch ~~evaluate~~31, ~~the~~2025 ~~impact of these types of risks on the industry~~ and ~~has~~December ~~concluded that while it is reasonably possible that~~31, ~~these~~2024, ~~types of risks could have a negative effect on~~ the Company’s ~~financial~~had ~~position~~$27,879,831 ~~results of its operations~~ and~~/or search~~ ~~for~~$27,637,300, ~~a target company~~respectively, ~~the~~in ~~specific~~cash ~~impact~~held ~~is not readily determinable as of~~ in the ~~date~~Trust ofAccount. ~~the~~At ~~accompanying~~March ~~unaudited~~31, ~~condensed~~2025 ~~financial statements.~~and ~~The~~December ~~accompanying~~31, ~~unaudited~~2024, ~~condensed~~all ~~financial~~of ~~statements~~the doassets ~~not~~held ~~include~~in ~~any~~the ~~adjustments~~Trust ~~that~~Account ~~might~~were ~~result~~held ~~from~~in ~~the~~demand ~~outcome of~~deposit ~~this uncertainty~~accounts.

16Class A Ordinary Shares Subject to Redemption

~~COMPASS~~The Company accounts for its Ordinary Shares subject ~~DIGITAL~~to ~~ACQUISITION~~possible ~~CORP~~redemption in accordance with the guidance in ASC 480. Ordinary Shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Ordinary Shares (including Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Ordinary Shares are classified as shareholders’ deficit. The Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the accompanying condensed balance sheets. For the three months ended March 31, 2025 and 2024, the Company recorded accretion on the Class A Ordinary Shares of $242,531 and $631,967, respectively, to redemption value related to the interest in the Trust Account.

~~NOTES TO~~Income ~~UNAUDITED CONDENSED FINANCIAL STATEMENTS~~Taxes

~~SEPTEMBER~~The Company complies with the accounting and reporting 30requirements of FASB ASC Topic 740, ~~2024~~“Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

~~Use of Estimates~~10

~~The preparation~~COMPASS ofDIGITAL ~~the~~ACQUISITION accompanying unaudited condensed financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accompanying unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting periodCORP.

~~Making estimates~~NOTES ~~requires~~TO ~~Management~~UNAUDITED toCONDENSED ~~exercise~~FINANCIAL significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying unaudited condensed financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.STATEMENTS

~~Cash and~~MARCH ~~Cash~~31, ~~Equivalents~~2025

~~The Company~~ASC ~~considers~~740 ~~all~~prescribes ~~short-term~~a ~~investments~~recognition ~~with~~threshold anand ~~original~~a ~~maturity~~measurement attribute for the financial statement recognition and measurement of ~~three~~tax ~~months~~positions taken or ~~less~~expected ~~when~~to ~~purchased~~be taken in a tax return. For those benefits to be ~~cash~~recognized, ~~equivalents~~a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ~~The~~ The Company ~~had~~recognizes ~~$33,544~~accrued interest and ~~$44~~penalties related to unrecognized tax benefits,~~046~~ ofif ~~cash~~any, as income tax expense. There were no unrecognized tax benefits and no ~~cash~~amounts ~~equivalents~~accrued for interest and penalties as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024. The Company is currently not aware of any issues under review that could result in significant payments, ~~respectively~~accruals or material deviation from its position.

~~Cash~~The Company is considered to be an exempted Cayman ~~Held~~Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in ~~Trust~~the ~~Account~~Cayman Islands or the United States. Therefore, the Company’s tax provision was zero for the periods presented.

~~At September~~Offering ~~30,~~Costs ~~2024~~Associated ~~and~~with ~~December 31, 2023,~~ the ~~Company~~Initial ~~had $27,369,390 and $55,347,556, respectively, in cash held in the Trust Account.~~Public Offering

~~At September~~Offering 30costs consisted of legal, ~~2024~~accounting, underwriting fees and ~~December~~other ~~31,~~costs ~~2023,~~incurred ~~all~~through the accompanying unaudited condensed balance sheet dates that are directly related to the Initial Public Offering. Upon the completion of the ~~assets~~Initial ~~held~~Public inOffering, the ~~Trust~~offering ~~Account~~costs were ~~held~~allocated inusing ~~cash.~~the ~~Gains~~relative fair values of the Class A Ordinary Shares and ~~losses~~Warrants. ~~resulting~~The ~~from the~~costs ~~change~~allocated to Warrants were recognized in ~~fair~~other ~~value~~expenses, ofand ~~these~~those ~~investments~~related ~~are~~to ~~included~~the Class inA ~~interest~~Ordinary ~~earned~~Shares onwere ~~cash~~charged oragainst ~~investments~~the ~~held~~carrying invalue ~~Trust~~of ~~Account~~the inClass A Ordinary Shares. The Company complies with the ~~accompanying~~requirements ~~unaudited~~of ~~condensed~~FASB ~~statements~~ASC ofTopic ~~operations~~340-10-S99-1, “Other Assets and Deferred Costs.”

~~Class A~~Net ~~Ordinary~~Loss ~~Shares~~Per ~~Subject~~Ordinary ~~to Redemption~~Share

The Company ~~accounts~~complies ~~for its Ordinary Shares subject to possible redemption in accordance~~ with the ~~guidance~~accounting inand ~~ASC~~disclosure ~~480.~~requirements ~~Ordinary~~of ~~Shares~~FASB ~~subject to~~ASC ~~mandatory~~Topic ~~redemption~~260, ~~(if~~“Earnings ~~any)~~Per ~~are~~Share.” ~~classified~~The asCompany ahas ~~liability~~two ~~instrument~~classes ~~and~~of ~~are measured at fair value. Conditionally redeemable~~ Ordinary Shares: ~~(including~~Class A Ordinary Shares ~~that~~and ~~feature~~Class ~~redemption~~B ~~rights~~Ordinary ~~that~~Shares. ~~are~~Net ~~either~~income ~~within~~(loss) ~~the~~is ~~control~~shared ofpro ~~the~~rata ~~holder~~between ~~or subject to redemption upon~~ the ~~occurrence~~two classes of ~~uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times,~~ Ordinary Shares ~~are classified as shareholders’ deficit~~. ~~The~~Net loss per Ordinary ~~Shares~~Share ~~feature~~is ~~certain~~calculated ~~redemption~~by ~~rights~~dividing ~~that~~net ~~are considered~~loss toby ~~be outside of~~ the ~~Company’s~~weighted ~~control~~average ~~and~~number ~~subject to the occurrence~~ of ~~uncertain future events. Accordingly,~~ Ordinary Shares ~~subject~~outstanding tofor ~~possible~~the ~~redemption~~respective period. ~~are~~As ~~presented~~of atMarch ~~redemption~~31, ~~value~~2025 asand ~~temporary equity~~2024, ~~outside of~~ the ~~shareholders’~~inclusion ~~deficit section~~ of ~~the~~financial ~~accompanying~~instruments ~~condensed~~in ~~balance sheets. Additionally, for~~ the ~~three~~calculation ~~and~~of ~~nine~~earnings ~~months~~per ~~ended~~share ~~September~~is ~~30,~~contingent ~~2024, the Company~~on ~~recorded~~a ~~accretion~~future onevent. ~~the~~As ~~Class~~a ~~A Ordinary Shares of $389~~result,~~048~~ ~~and~~diluted ~~$1,660,199,~~net ~~respectively,~~loss toper ~~redemption~~Ordinary ~~value~~Share ~~related~~is to the ~~interest in~~same ~~the~~as ~~Trust~~basic ~~Account.~~net ~~For~~loss ~~the~~per ~~three~~Ordinary ~~months~~Share ~~and~~for ~~nine months ended September 30, 2023,~~ the ~~Company~~periods ~~recorded~~presented. Accretion ~~accretion~~associated onwith the redeemable Class A Ordinary Shares ofis ~~$2,856,383~~excluded ~~and~~from ~~$7,729,397,~~earnings ~~respectively,~~per toshare ~~redemption~~as ~~value related to~~ the ~~interest~~redemption invalue ~~the~~approximates fair ~~Trust Account~~value.

~~Income~~The following table presents a reconciliation of the ~~Taxes~~numerator and denominator used to compute basic and diluted net loss per share for each class of Ordinary Shares:

~~The Company~~SUMMARY ~~complies~~OF ~~with~~RECONCILIATION ~~the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes” (“ASC 740”),~~OF ~~which~~NUMERATOR ~~requires~~AND anDENOMINATOR ~~asset~~USED ~~and~~TO ~~liability~~COMPUTE ~~approach~~BASIC toAND ~~financial~~DILUTED ~~accounting~~NET ~~and~~LOSS ~~reporting~~PER for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.SHARE

	For The Three Months Ended March 31, 2025			For The Three Months Ended March 31, 2024
Redeemable Class A Ordinary Shares
Numerator: Net loss allocable to Redeemable Class A Ordinary Shares
Net loss allocable to Redeemable Class A Ordinary Shares	$	(153,849	)	$	(55,973	)

Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares
Basic and diluted weighted average shares outstanding, Redeemable Class A Ordinary Shares		2,481,485			5,194,628
Basic and diluted net loss per share, Class A ordinary shares subject to possible redemption	$	(0.06	)	$	(0.01	)

Non-Redeemable Class A Ordinary Shares
Numerator: Net loss allocable to non-redeemable Class A Ordinary Shares
Net loss allocable to non-redeemable Class A Ordinary Shares	$	(198,397	)	$	(6,465	)

Denominator: Weighted Average Non-Redeemable Class A Ordinary Shares		3,200,000			600,000
Basic and diluted net loss per share, non-redeemable Class A Ordinary Shares	$	(0.06	)	$	(0.01	)

Non-Redeemable Class B Ordinary Shares
Numerator: Net loss allocable to non-redeemable Class B Ordinary Shares
Net loss allocable to non-redeemable Class B Ordinary Shares	$	(130,825	)	$	(50,752	)

Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares		2,110,122			4,710,122
Basic and diluted net loss per share, non-redeemable Class B Ordinary Shares	$	(0.06	)	$	(0.01	)

~~COMPASS DIGITAL ACQUISITION CORP.~~11

~~NOTES TO~~COMPASS ~~UNAUDITED~~DIGITAL ~~CONDENSED~~ACQUISITION ~~FINANCIAL STATEMENTS~~CORP.

~~SEPTEMBER 30,~~NOTES ~~2024~~TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~ASC 740~~MARCH prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2024 and December 31, ~~2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.~~2025

~~The Company~~Warrant is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Therefore, the Company’s tax provision was zero for the period presented.Liability

~~Offering~~The Company accounts for its Warrants as either equity-classified ~~Costs~~or ~~Associated~~liability-classified ~~with~~instruments based on an assessment of the ~~Initial~~warrant’s ~~Public~~specific ~~Offering~~terms and applicable authoritative guidance in ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own Ordinary Shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of Warrant issuance and as of each subsequent quarterly period end date while the Warrants are outstanding.

~~Offering costs~~For ~~consisted~~issued ofor ~~legal,~~modified ~~accounting,~~Warrants ~~underwriting~~that ~~fees~~meet ~~and~~all ~~other~~of ~~costs~~the criteria ~~incurred~~for ~~through~~equity classification, the ~~accompanying~~Warrants ~~condensed~~are ~~balance~~required ~~sheet~~to ~~dates that~~be ~~are~~recorded ~~directly~~as ~~related~~a tocomponent ~~the~~of ~~Initial~~additional ~~Public~~paid-in ~~Offering.~~capital ~~Upon~~at the ~~completion~~ time of ~~the~~issuance. ~~Initial~~For ~~Public~~issued ~~Offering,~~or ~~the~~modified ~~offering~~Warrants ~~costs~~that ~~were allocated~~do ~~using~~not meet all the ~~relative~~criteria ~~fair~~for ~~values~~equity ofclassification, the ~~Class~~Warrants Aare ~~Ordinary~~required ~~Shares~~to be ~~and~~recorded ~~Warrants.~~at ~~The~~their ~~costs~~initial ~~allocated~~fair tovalue ~~Warrants~~on ~~were~~the ~~recognized in~~date ~~other~~of ~~expenses~~issuance, and ~~those~~each ~~related~~balance tosheet ~~the~~date ~~Class~~thereafter. AChanges ~~Ordinary~~in ~~Shares were charged against~~ the ~~carrying~~estimated fair value of ~~Class~~the AWarrants ~~Ordinary~~are ~~Shares. The~~recognized ~~Company~~as ~~complies~~a ~~with~~non-cash ~~the~~gain ~~requirements~~or ofloss on the ~~FASB~~accompanying ~~ASC~~unaudited ~~Topic~~condensed ~~340-10-S99-1,~~statements ~~“Other~~of ~~Assets and Deferred Costs~~operations.”

~~Net (Loss)/Income~~Derivative ~~Per~~Financial ~~Ordinary Share~~Instruments

The Company ~~complies~~evaluates ~~with~~its ~~the~~financial ~~accounting~~instruments ~~and~~to determine ~~disclosure~~if ~~requirements~~such ofinstruments ~~FASB~~are ~~ASC~~derivatives ~~Topic~~or ~~260,~~contain ~~“Earnings~~features ~~Per~~that ~~Share.”~~qualify ~~The Company~~as ~~has~~embedded ~~two~~derivatives ~~classes~~in ofaccordance ~~Ordinary~~with ~~Shares:~~ASC ~~Class~~815. AFor derivative ~~Ordinary~~financial ~~Shares~~instruments ~~and~~that ~~Class~~are Baccounted ~~Ordinary~~for ~~Shares.~~as ~~(loss)/income~~liabilities, isthe ~~shared~~derivative ~~pro~~instrument ~~rata between~~is ~~the~~initially ~~two~~recorded ~~classes~~at ofits ~~Ordinary~~fair ~~Shares.~~value on ~~Net~~the ~~(loss)/income~~grant ~~per~~date ~~Ordinary~~and ~~Share~~ is ~~calculated~~then byre-valued ~~dividing~~at ~~the~~each ~~net~~reporting ~~(loss)/income~~date, bywith ~~the weighted~~changes ~~average~~in ~~number~~the offair ~~Ordinary~~value ~~Shares~~reported ~~outstanding~~in ~~for~~ the ~~respective~~accompanying ~~period.~~unaudited condensed ~~For~~statements ~~the~~of ~~three~~operations. ~~months~~The ~~and~~classification ~~nine~~of ~~months~~derivative ~~ended September 30~~instruments, ~~2024~~including ~~and~~whether ~~2023,~~such ~~the inclusion of financial~~ instruments inshould ~~the~~be ~~calculation~~recorded as ofliabilities ~~earnings~~or ~~per~~as ~~share~~equity, is ~~contingent~~evaluated onat ~~a future~~the ~~event.~~end Asof aeach ~~result,~~reporting ~~diluted~~period. ~~net~~Derivative ~~(loss)/income~~liabilities ~~per~~are ~~Ordinary~~accounted ~~Share~~in is the ~~same~~accompanying ascondensed ~~basic~~balance ~~net~~sheets ~~(loss)/income~~as ~~per~~current ~~Ordinary~~or ~~Share~~non-current ~~for~~based ~~the~~on ~~periods presented.~~whether ~~Accretion~~or ~~associated~~not ~~with~~net-cash ~~the~~settlement ~~redeemable~~or ~~Class~~conversion Aof ~~Ordinary~~the ~~Shares~~instrument could isbe ~~excluded~~required ~~from~~within ~~earnings~~12 ~~per~~months ~~share~~of as the ~~redemption value~~balance ~~approximates~~sheet ~~fair value~~date.

The ~~following~~ ~~table~~Company ~~presents~~accounts afor ~~reconciliation~~the ofconversion features in the ~~numerator~~Working ~~and~~Capital ~~denominator~~Loans ~~used~~under toASC ~~compute~~815. ~~basic~~The ~~and~~conversion ~~diluted~~features ~~net~~were ~~income~~classified ~~per~~as ~~share~~a ~~for~~derivative liability and the Company has determined ~~each~~that ~~class~~the offair ~~Ordinary~~value ~~Shares:~~was immaterial at March 31, 2025 and December 31, 2024.

~~SUMMARY OF~~Concentration ~~EARNINGS~~of ~~PER~~Credit ~~SHARE, BASIC AND DILUTED~~ Risk

	For The Three Months Ended September 30, 2024			For The Three Months Ended September 30, 2023		For The Nine Months Ended September 30, 2024			For The Nine Months Ended September 30, 2023
Redeemable Class A Ordinary Shares
Numerator: Net (loss)/income allocable to Redeemable Class A Ordinary Shares
Net (loss)/ income allocable to Redeemable Class A Ordinary Shares	$	(1,643,104	)	$	1,607,310	$	(1,918,107	)	$	4,328,446
Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares
Basic and diluted weighted average shares outstanding, Redeemable Class A		2,982,827			21,240,488		4,451,979			21,240,488
Basic and diluted net (loss)/income per share, Class A Ordinary Shares subject to possible redemption	$	(0.55	)	$	0.08	$	(0.43	)	$	0.20
Non-Redeemable Class A Ordinary Shares
Numerator: Net loss allocable to non-redeemable Class A Ordinary Shares
Net loss allocable to non-redeemable Class A Ordinary Shares	$	(1,404,680	)	$	-	$	(540,599	)	$	-
Denominator: Weighted Average Non-Redeemable Class A Ordinary Shares		2,550,000			-		1,254,745			-
Basic and diluted net loss per share, Class A non-redeemable Ordinary Shares	$	(0.55	)	$	0.00	$	(0.43	)	$	0.00
Non-Redeemable Class B Ordinary Shares
Numerator: Net (loss)/income allocable to non-redeemable Class B Ordinary Shares
Net (loss)/income allocable to non-redeemable Class B Ordinary Shares	$	(1,520,426	)	$	401,828	$	(1,747,234	)	$	1,082,112
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares		2,760,122			5,310,122		4,055,377			5,310,122
Basic and diluted net (loss)/income per share, Class B non-redeemable Ordinary Shares	$	(0.55	)	$	0.08	$	(0.43	)	$	0.20

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

18Fair Value of Financial Instruments

~~COMPASS~~The fair value of the ~~DIGITAL~~Company’s ~~ACQUISITION~~assets ~~CORP~~and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the derivative warrant liabilities (see Note 10).

~~NOTES~~The Company applies ASC 820, which establishes a framework TOfor ~~UNAUDITED~~measuring ~~CONDENSED~~fair ~~FINANCIAL~~value ~~STATEMENTS~~and clarifies the definition of fair value within that framework. ASC 820 defines “fair value” as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’ own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

~~SEPTEMBER~~Level 1-Assets and liabilities with unadjusted, quoted 30prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, ~~2024~~such as quoted prices in active markets for identical assets or liabilities.

~~Warrant~~Level 2-Inputs to the fair value measurement are determined ~~Liability~~using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

~~The Company~~Level ~~accounts for its Warrants as either equity~~3-~~classified~~Inputs orto ~~liability-classified instruments based on an assessment of~~ the ~~warrant’s specific~~fair ~~terms~~value ~~and~~measurement ~~applicable~~are ~~authoritative guidance in ASC 480 and FASB ASC Topic 815~~unobservable inputs, ~~“Derivatives~~such ~~and~~as ~~Hedging” (“ASC 815”). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480~~estimates, ~~meet the definition of a liability pursuant to ASC 480~~assumptions, and ~~whether~~valuation ~~the~~techniques ~~Warrants~~when ~~meet~~little ~~all~~or ofno ~~the~~market ~~requirements~~data ~~for~~exists ~~equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own Ordinary Shares, among other conditions~~ for ~~equity classification. This assessment, which requires~~ the ~~use~~assets ofor ~~professional judgment, is conducted at the time of Warrant issuance and as of each subsequent quarterly period end date while the Warrants are outstanding~~liabilities.

For issued or modified Warrants that meet all of the criteria for equity classification, the Warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified Warrants that do not meet all the criteria for equity classification, the Warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the Warrants are recognized as a non-cash gain or loss on the accompanying unaudited condensed statements of operations.12

~~Derivative Financial~~COMPASS ~~Instruments~~DIGITAL ACQUISITION CORP.

~~The Company~~NOTES ~~evaluates~~TO ~~its~~UNAUDITED ~~financial~~CONDENSED ~~instruments~~FINANCIAL to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the accompanying unaudited condensed statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are accounted in the accompanying condensed balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the condensed balance sheet date.STATEMENTS

~~The Company~~MARCH accounts for the conversion features in the Legacy Working Capital Loans under ASC 815. The conversion features were classified as a derivative liability and the Company has determined that the fair value was immaterial at September 30, 2024 and December 31, ~~2023.~~2025

~~Concentration of~~Recent ~~Credit~~Accounting ~~Risk~~Pronouncements

~~Financial instruments~~Management ~~that~~does ~~potentially~~not ~~subject~~believe ~~the~~that ~~Company~~any torecently ~~concentration~~issued, but ofnot ~~credit~~yet ~~risk~~effective, ~~consist~~accounting ofstandards ~~a cash account in a financial institution which~~updates, atif ~~times~~currently ~~may exceed the Federal Deposit Insurance Corporation coverage limit of $250~~adopted,~~000.~~ ~~Any~~would ~~loss incurred or a lack of access to such funds could~~ have a ~~significant~~material ~~adverse~~effect ~~impact~~ on the ~~Company’s~~accompanying unaudited condensed financial ~~condition, results of operations, and cash flows~~statements.

19NOTE 3 - INITIAL PUBLIC OFFERING

~~COMPASS~~On October 19, 2021, the Company sold 20,000,000 Units ~~DIGITAL~~at ~~ACQUISITION~~a ~~CORP~~purchase price of $10.00 per Unit, generating gross proceeds of $200,000,000, and incurring offering costs of $11,929,189, consisting of $4,000,000 of underwriting fees, $7,000,000 of deferred underwriting fees and $929,189 of other offering costs. Each Unit consists of one Public Share and one-third of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A Ordinary Share at an exercise price of $11.50 per whole share.

~~NOTES~~The Institutional Anchor Investors purchased an aggregate TOof ~~UNAUDITED~~20,000,000 ~~CONDENSED~~Units ~~FINANCIAL~~at ~~STATEMENTS~~the offering price of $10.00 per Unit.

~~SEPTEMBER~~The underwriters notified the Company of their intention to partially exercise the Over-Allotment Option on November 30, ~~2024~~2021. As such, on November 30, 2021, the Company consummated the sale of an additional 1,240,488 Units, at $10.00 per Unit, and the sale of an additional 165,398 Private Placement Warrants, at $1.50 per Private Placement Warrant, generating total gross proceeds of $12,404,880 and $248,097, respectively. The underwriters forfeited the balance of the Over-Allotment Option. A total of $12,404,880 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $212,407,824, including $2,944 in interest. The Company incurred additional offering costs of $682,269 in connection with the exercise of the Over-Allotment Option (of which $434,171 was for deferred underwriting fees). On August 11, 2023 and August 14, 2023, the underwriters informed the Company of their decision to waive their rights to the deferred underwriting commission held in the Trust Account.

~~Fair Value~~NOTE of4 ~~Financial~~- ~~Instruments~~PRIVATE PLACEMENT

~~The fair~~Simultaneously ~~value~~with the closing of the ~~Company’s~~Initial ~~assets~~Public Offering, ~~and~~the ~~liabilities~~Legacy Sponsor purchased 4,666,667 ~~which~~Private ~~qualify~~Placement asWarrants ~~financial~~at ~~instruments~~a ~~under~~price ~~FASB~~of ~~ASC~~$1.50 ~~Topic~~per ~~820~~Private Placement Warrant, ~~“Fair~~generating ~~Value~~total ~~Measurement”~~proceeds ~~(“ASC~~of ~~820”)~~$7,000,000 ~~approximates~~to the ~~carrying~~Company. ~~amounts~~Substantially ~~represented~~concurrently inwith the ~~accompanying~~closing ~~condensed~~of ~~balance~~the Private Placement, the Institutional Anchor ~~sheets~~Investors paid the Legacy Sponsor $280,000 ~~primarily~~for ~~due~~the totransfer ~~their~~of ~~short-term~~an ~~nature~~aggregate of 186,667 ~~except~~Private ~~for~~Placement Warrants, which transfer will take place upon the ~~derivative~~closing ~~warrant~~of ~~liabilities~~the ~~(see~~initial ~~Note~~Business ~~10)~~Combination. In connection with the partial exercise of the Over-Allotment option, the Legacy Sponsor purchased an additional 165,398 Private Placement Warrants at a purchase price of $1.50 per whole Private Placement Warrant.

~~The Company~~Each ~~applies~~Private ~~ASC~~Placement ~~820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that~~Warrant ~~framework. ASC 820 defines “fair value” as an exit price, which~~ is ~~the~~identical ~~price that would be received for an asset or paid~~ to ~~transfer a liability in~~ the ~~Company’s~~Public ~~principal~~Warrants, orexcept ~~most~~there ~~advantageous~~are ~~market~~no inredemption anrights orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or ~~liability~~liquidating ~~and~~distributions ~~are developed based on market data obtained~~ from ~~sources~~the ~~independent~~Trust ofAccount ~~the~~with ~~reporting~~respect ~~entity.~~to ~~Unobservable~~Private ~~inputs~~Placement ~~reflect~~Warrants, ~~the~~which ~~entity’~~will ~~own~~expire ~~assumptions~~worthless ~~based~~if ~~on market data and~~ the ~~entity’s~~Company ~~judgments~~does ~~about~~not ~~the assumptions~~consummate ~~that~~a ~~market~~Business ~~participants~~Combination ~~would~~within ~~use in pricing~~ the ~~asset or liability and are to be developed based on the best information~~Combination ~~available in the circumstances~~Period.

~~Level 1-Assets~~NOTE ~~and~~5 ~~liabilities~~- ~~with~~RELATED ~~unadjusted,~~PARTY ~~quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.~~TRANSACTIONS

~~Level 2-Inputs~~Founder to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.Shares

~~Level~~On March 9, 2021, the Company issued an aggregate ~~3-Inputs~~of 5,750,000 Class B Ordinary Shares (the “Founder Shares”) to the ~~fair~~Legacy ~~value~~Sponsor ~~measurement~~for ~~are~~an ~~unobservable~~aggregate ~~inputs~~purchase price of $25,000. On ~~such~~May as13, ~~estimates~~2021, ~~assumptions~~the Legacy Sponsor transferred an aggregate of 721,402 ~~and~~Founder ~~valuation~~Shares ~~techniques~~to ~~when~~the ~~little~~Company’s independent directors at their original issue price. The Founder Shares include an aggregate of up to 750,000 shares subject to forfeiture by the Legacy Sponsor to the extent that the Over-Allotment Option was not exercised in full or noin ~~market~~part, ~~data~~so ~~exists~~that the Legacy Sponsor would collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On November 30, 2021, the underwriters partially exercised the Over-Allotment Option to purchase an additional 1,240,488 Units. As a result, the Company forfeited 439,878 Class B Ordinary Shares. On October 19, 2023, the Sponsors converted an aggregate of 600,000 Founder Shares on a one-for-one basis into Class A Ordinary Shares in the ~~assets~~2023 orFounder ~~liabilities~~Share Conversion. As of March 31, 2025 and December 31, 2024, the Company had 2,110,122 Class B Ordinary Shares issued and outstanding.

~~Recent~~Pursuant to the Letter Agreement, the Sponsors have ~~Accounting~~agreed ~~Pronouncements~~not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of a Business Combination or (ii) the date on which the Company completes a liquidation, merger, capital share exchange or similar transaction that results in the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Class A Ordinary Shares or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the Business Combination, the Founder Shares will be released from the lock-up.

Management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.13

~~Note 3~~COMPASS -DIGITAL ~~INITIAL~~ACQUISITION ~~PUBLIC OFFERING~~CORP.

~~On October~~NOTES ~~19,~~TO ~~2021,~~UNAUDITED ~~the~~CONDENSED ~~Company~~FINANCIAL sold 20,000,000 Units at a purchase price of $10.00 per Unit, generating gross proceeds of $200,000,000, and incurring offering costs of $11,929,189, consisting of $4,000,000 of underwriting fees, $7,000,000 of deferred underwriting fees and $929,189 of other offering costs. Each Unit consists of one Public Share and one-third of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A Ordinary Share at an exercise price of $11.50 per whole share.STATEMENTS

~~The Institutional~~MARCH ~~Anchor Investors purchased an aggregate of 20~~31,~~000,000~~ ~~Units at the offering price of $10.00 per Unit.~~2025

~~The underwriters~~In ~~notified~~connection with the ~~Company~~closing of ~~their~~the ~~intention~~Initial toPublic Offering, ~~partially~~the ~~exercise~~Legacy ~~the~~Sponsor ~~Over-Allotment~~sold ~~Option~~equity oninterest ~~November~~of ~~30,~~the ~~2021.~~Legacy AsSponsor ~~such,~~equivalent ~~on November~~to 301, ~~2021~~547,727 ~~the~~Founder ~~Company~~Shares ~~consummated~~to the ~~sale~~Institutional ofAnchor Investors anat ~~additional~~the ~~1,240,488~~original ~~Units,~~purchase atprice of $100.00004 per ~~Unit,~~share. ~~and~~The Company estimated the ~~sale~~aggregate fair value of anthe ~~additional~~Founder Shares attributable ~~165,398~~to ~~Private~~the ~~Placement~~Institutional ~~Warrants,~~Anchor atInvestors to be $16.5073 per ~~Private~~share. ~~Placement~~The ~~Warrant,~~fair ~~generating~~value ~~total~~of ~~gross~~the ~~proceeds~~Founder Shares was valued based on the probability of ~~$12,404,880~~the Company completing a Business Combination and ~~$248,097, respectively~~marketability. The ~~underwriters~~excess ~~forfeited~~of the ~~balance~~fair value of the ~~Over-Allotment~~Founder ~~Option.~~Shares Awas ~~total~~determined to ofbe ~~$12~~an offering cost in accordance with SEC Staff Accounting Bulletin Topic 5A,~~404,880~~ “Expensing of ~~the~~Offering” ~~net~~and ~~proceeds~~SEC ~~was~~Staff ~~deposited~~Accounting ~~into~~Bulletin ~~the~~Topic ~~Trust Account~~5T, ~~bringing~~“Accounting ~~the~~for ~~aggregate~~Expenses ~~proceeds~~or ~~held~~Liabilities inPaid by Principal Stockholder(s)” (“SAB 5T”). Accordingly, the ~~Trust~~offering ~~Account~~cost was allocated to ~~$212,407,824,~~the ~~including~~separable ~~$2,944~~financial instruments issued in ~~interest.~~the ~~The Company~~Initial ~~incurred~~Public ~~additional~~Offering ~~offering~~based ~~costs~~on ofa ~~$682~~relative fair value basis,~~269~~ incompared ~~connection~~to ~~with~~total ~~the~~proceeds ~~exercise~~received. ofOffering costs related to the ~~Over-Allotment~~Founder ~~Option~~Shares (amounted to $10,414,655, of which $~~434~~10,~~171~~062,469 was ~~for~~charged ~~deferred~~to ~~underwriting~~shareholders’ ~~fees).~~deficit Onupon ~~August~~the ~~11,~~completion ~~2023~~of ~~and~~the ~~August~~Initial ~~14,~~Public ~~2023~~Offering and $352,186 ~~the~~was ~~underwriters~~expensed ~~informed~~to the ~~Company of their decision~~accompanying tounaudited ~~waive~~condensed ~~their~~statements ~~rights~~of tooperations ~~the~~and ~~deferred~~included ~~underwriting~~in ~~commission~~transaction ~~held~~costs inattributable ~~the~~to ~~Trust~~Warrant ~~Account~~liabilities.

20In connection with the Non-Redemption Agreements (as defined in Note 6), the Sponsor agreed to transfer to such investors an aggregate of 749,810 Founder Shares held by the Sponsor promptly following the closing of the Business Combination (but no later than two business days after the satisfaction of the requisite conditions to such transfer). The Company estimated the aggregate fair value of the 749,810 Class B Ordinary Shares attributable to such investors to be $3,444,008 or on a weighted average of $4.59 per share as of October 19, 2023, which is estimated by taking into considerations the estimated probability of the consummation of a Business Combination, estimated concessions and estimated cost of carrying charges to eliminate the investor’s exposure to changes in the price of their Class B Ordinary Shares. The fair value of the Class B Ordinary Shares was determined to be an expense in accordance with SAB 5T.

~~COMPASS~~In connection with the 2024 Non-Redemption Agreements ~~DIGITAL~~(as ~~ACQUISITION~~defined ~~CORP~~in Note 6), the Sponsor agreed to transfer a total of 412,498 Founder Shares (representing the transfer for the first five months of the extension period) to the investors, promptly following the closing of the Business Combination. Additionally, the Sponsor will transfer an additional 82,498 shares for each month of extension from December 2024 through April 2025. In total, up to 742,490 Founder Shares may be transferred to the investors. The Company estimated the aggregate fair value of these 742,490 Founder Shares at $4,076,270, or approximately $5.49 per share on a weighted-average basis as of July 15, 2024. As of March 31, 2025 and December 31, 2024, the Company estimated the aggregate fair value of these 742,490 Founder Shares at $4,139,382 and $4,028,008, or approximately $5.58 and $5.43 per share, respectively, on a weighted-average basis. This estimate considers factors such as the probability of consummation of the Business Combination, estimated concessions, and the cost of carrying charges to mitigate the investors’ exposure to fluctuations in the price of the Founder Shares. The fair value of these Founder Shares was determined to be an expense in accordance with SAB 5T and classified as a liability due to the variability in the number of Founder Shares to be transferred, depending on the timing of the Business Combination.

~~NOTES TO~~Working ~~UNAUDITED~~Capital ~~CONDENSED FINANCIAL STATEMENTS~~Loans

~~SEPTEMBER~~In order to finance transaction costs in connection 30with a Business Combination, the Sponsors, affiliates of the Sponsors, or the Company’s former officers and directors or current directors or officers may, but are not obligated to, loan the Company funds as may be required (such loan from the Legacy Sponsor, its affiliates or the former officer and directors, the “2021 Working Capital Loan,” and such loan from the Sponsor, its affiliates or the current directors or offices, the “2024 Working Capital Loan,” and together, the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.50 per warrant. These warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

2021 Promissory Note 4 -Payable ~~PRIVATE~~– ~~PLACEMENT~~Legacy Sponsor

~~Simultaneously~~On December 30, 2021, there ~~with~~was a written agreement in place for the ~~closing~~2021 ofWorking Capital Loan. The Company issued an unsecured promissory note (the ~~Initial~~“2021 ~~Public~~Promissory Note”) ~~Offering,~~in the ~~Legacy~~principal ~~Sponsor~~amount ~~purchased~~of 4up to $1,~~666~~000,~~667~~000 ~~Private~~to ~~Placement~~YAS ~~Warrants~~International, atLLC (d/b/a ~~price~~Gupta Capital Group), an affiliate of $1the Legacy Sponsor (“GCG”).50 The 2021 Promissory Note bears no interest and is repayable in full upon consummation of the initial Business ~~per~~Combination. ~~Private~~GCG ~~Placement~~has ~~Warrant,~~the ~~generating~~option ~~total~~to ~~proceeds~~convert any unpaid balance of ~~$7,000,000~~the 2021 Promissory Note into warrants to purchase one share of Class A Ordinary Shares equal to the ~~Company~~principal amount of the 2021 Promissory Note so converted divided by $1.50 ~~Substantially~~(the ~~concurrently~~“2021 ~~with~~Note Warrants”). The terms of any such 2021 Note Warrants will be identical to the ~~closing~~terms of the Private Placement Warrants. As of March 31, 2025 and December 31, 2024, there was $125,000 outstanding on the ~~Institutional~~2021 ~~Anchor~~Working ~~Investors~~Capital ~~paid~~Loan. The Company determined that the conversion option embedded in its Legacy ~~Sponsor~~Working ~~$280,000~~Capital Loan should be bifurcated and accounted for as a derivative in accordance with ASC 815. However, the ~~transfer~~exercise price of anthe ~~aggregate~~underlying 2021 Note Warrants was greater than the closing price of ~~186,667~~ the Private Placement Warrants as of March 31, ~~which~~2025 ~~transfer~~and December ~~will~~31, ~~take~~2024, ~~place~~and ~~upon~~when the ~~closing~~2021 ofWorking ~~the~~Capital ~~initial~~Loan ~~Business~~was ~~Combination~~drawn on. InThe ~~connection~~Company ~~with~~believes that the ~~partial~~ ~~exercise~~likelihood of ~~the~~GCG’s ~~Over-Allotment~~exercise of the option, ~~the~~to ~~Legacy~~convert ~~Sponsor~~to ~~purchased~~2021 anNote ~~additional~~Warrants ~~165~~is de minimis. As a result,~~398~~ ~~Private~~the ~~Placement~~Company ~~Warrants~~recorded atzero aliability ~~purchase price~~related ofto ~~$1.50~~the ~~per~~conversion option ~~whole~~on ~~Private~~the ~~Placement~~2021 ~~Warrant~~Working Capital Loan.

~~Each Private~~2024 ~~Placement~~Promissory ~~Warrant~~Note is– ~~identical~~related to the Public Warrants, except there are no redemption rights or liquidating distributions from the Trust Account with respect to Private Placement Warrants, which will expire worthless if the Company does not consummate a Business Combination within the Combination Period.party

~~Note~~On November 21, 2024, there was a written agreement 5in place for the 2024 Working Capital Loan. The Sponsor agreed to loan the Company up to $2,500,000 pursuant to a promissory note (the “2024 Promissory Note”). The 2024 Promissory Note is non-interest ~~RELATED~~bearing, ~~PARTY~~unsecured ~~TRANSACTIONS~~and due on the earlier of (i) upon the consummation of an initial Business Combination or (ii) the date of liquidation. The Company may use a portion of proceeds held outside the Trust Account to repay the 2024 Promissory Note, but no proceeds held in the Trust Account can be used to repay the 2024 Promissory Note. If prior to an initial business combination, the 2024 Promissory Note has not been paid in full, then at the Sponsor’s option up to $1,350,000 of unpaid principal balance may be converted into warrants (the “2024 Note Warrants”) at a price of $1.50 per 2024 Note Warrant. The 2024 Note Warrants would be identical to the Private Placement Warrants.

~~Founder~~As of March 31, 2025 and December 31, 2024, there ~~Shares~~was $1,381,019 and $1,115,000, respectively, outstanding on the 2024 Promissory Note. The Company determined that the conversion option embedded in its 2024 Promissory Note should be bifurcated and accounted for as a derivative in accordance with ASC 815.

On March 9, 2021, the Company issued an aggregate of 5,750,000 Class B Ordinary Shares (the “Founder Shares”) to the Legacy Sponsor for an aggregate purchase price of $25,000. The Founder Shares include an aggregate of up to 750,000 shares subject to forfeiture by the Legacy Sponsor to the extent that the Over-Allotment Option was not exercised in full or in part, so that the Legacy Sponsor would collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On November 30, 2021, the underwriters partially exercised the Over-Allotment Option to purchase an additional 1,240,488 Units. As a result, the Company forfeited 439,878 Class B Ordinary Shares. On October 19, 2023, the Sponsors converted an aggregate of 600,000 Founder Shares on a one-for-one basis into Class A Ordinary Shares in the 2023 Founder Share Conversion. As of September 30, 2024 and December 31, 2023, the Company had 2,110,122 of Class B Ordinary Shares issued and outstanding.14

~~Pursuant to~~COMPASS ~~the~~DIGITAL ~~Letter~~ACQUISITION Agreement, the Sponsors have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of a Business Combination or (ii) the date on which the Company completes a liquidation, merger, capital share exchange or similar transaction that results in the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other propertyCORP. Notwithstanding the foregoing, if the last sale price of the Class A Ordinary Shares or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the Business Combination, the Founder Shares will be released from the lock-up.

~~In connection~~NOTES ~~with~~TO ~~the~~UNAUDITED ~~closing~~CONDENSED ofFINANCIAL the Initial Public Offering, the Legacy Sponsor sold equity interest of the Legacy Sponsor equivalent to 1,547,727 Founder Shares to the Institutional Anchor Investors at the original purchase price of $0.004 per share. The Company estimated the aggregate fair value of the Founder Shares attributable to the Institutional Anchor Investors to be $6.73 per share. The fair value of the Founder Shares was valued based on the probability of the Company completing a Business Combination and marketability. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with SEC Staff Accounting Bulletin Topic 5A, “Expensing of Offering” and SEC Staff Accounting Bulletin Topic 5T, “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)” (“SAB 5T”). Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs related to the Founder Shares amounted to $10,414,655, of which $10,062,469 was charged to shareholders’ deficit upon the completion of the Initial Public Offering and $352,186 was expensed to the accompanying unaudited condensed statements of operations and included in transaction costs attributable to Warrant liabilities.STATEMENTS

21MARCH 31, 2025

~~COMPASS~~However, the exercise price ~~DIGITAL~~of ~~ACQUISITION~~the ~~CORP~~underlying 2024 Note Warrants was greater than the closing price of the Private Placement Warrants as of March 31, 2025, and when the 2024 Promissory Notes were drawn on. The Company believes that the likelihood of the Sponsor’s exercise of the option to convert to 2024 Note Warrants is de minimis. As a result, the Company recorded zero liability related to the conversion option on the 2024 Promissory Note.

~~NOTES TO~~Polar ~~UNAUDITED~~Capital ~~CONDENSED~~Investment ~~FINANCIAL~~Payable ~~STATEMENTS~~– related party

~~SEPTEMBER~~On September 6, 2023, the Company entered into a subscription agreement (the “Polar Subscription Agreement”) with the Sponsor and Polar Multi-Strategy Master Fund (“Polar”), pursuant to which Polar agreed to fund up to $1,500,000 to Company, subject to certain funding milestones. Once the Company has reached a defined milestone, upon on at least five (5) calendar days’ prior written notice, the Sponsor may require a drawdown against the capital commitment in order to meet the Sponsor’s commitment to the Company under a drawdown request (such funded amounts, the “Polar Capital Investment”). The Polar Capital Investment will be repaid to Polar by the Company upon the closing of an initial Business Combination. Polar may elect to receive such repayment (i) in cash or (ii) in Class A Ordinary Shares at a rate of one Class A Ordinary Share for each ten dollars of the Polar Capital Investment. The Company must (i) to the extent feasible and in compliance with all applicable laws and regulations, register the shares issued to Polar as part of any registration statement issuing shares before or in connection with the closing of a Business Combination or (ii) if no such registration statement is filed in connection with the closing of a Business Combination, promptly register such shares pursuant to the first registration statement filed by the Company or the surviving entity following a Business Combination, which shall be filed no later than 30 days after the closing of a Business Combination and declared effective no later than 90 days after the closing of a Business Combination. In consideration of the Polar Capital Investment, the Company has agreed to issue, or cause the surviving entity in the Business Combination to issue, 0.9 of a Class A ordinary share of the surviving entity for each dollar of the Polar Capital Investment funded as of or prior to the closing of the Business Combination. Upon certain events of default under the Polar Subscription Agreement, the Company (or the surviving entity, as applicable) must issue to Polar an additional 0.1 of a Class A ordinary share for each dollar of the Capital Investment funded as of the date of such default, and for each month thereafter until such default of failure is cured, subject to certain limitations provided for therein. In the event the Company liquidates without consummating a Business Combination, any amounts remaining in the Company’s cash accounts (excluding the Trust Account) will be paid to Polar by the Company within five (5) calendar days of the liquidation, and such amounts will be the sole recourse for Polar. As of March 31, 2025 and December 31, 2024, the Company had drawn $1,250,000 on the Polar Capital Investment.

~~In connection~~The ~~with~~Company ~~the~~determined ~~Non-Redemption~~that ~~Agreements~~the ~~(as~~conversion ~~defined~~option embedded in ~~Note~~Polar ~~6),~~Capital ~~the~~Investment ~~New~~should ~~Sponsor~~be ~~agreed~~bifurcated toand ~~transfer~~accounted tofor ~~such~~as ~~investors~~a anderivative ~~aggregate of~~in ~~749,810~~accordance ~~Founder~~with ~~Shares~~ASC ~~held~~815. byThe Company selected the ~~New~~fair ~~Sponsor~~value ~~promptly~~method ~~following~~in the ~~closing~~allocation of ~~the~~proceeds ~~Business~~to ~~Combination~~the ~~(but~~debt noand ~~later~~equity ~~than~~instruments ~~two~~issued ~~business days~~in ~~after~~connection ~~the~~with ~~satisfaction of~~ the ~~requisite~~Polar ~~conditions~~Capital ~~to such transfer)~~Investment. As ~~The Company estimated the aggregate fair value~~ of ~~the~~March ~~749~~31,~~810 Class~~ B2025 ~~Ordinary~~and ~~Shares~~December ~~attributable~~31, to2024, ~~such~~an ~~investors~~aggregate toof be $31,~~444~~022,~~008~~727 orhad onbeen aallocated ~~weighted~~as ~~average~~debt ofdiscount ~~$4.59~~to ~~per~~reduce ~~share~~the asfair ofvalue ~~October 19,~~of ~~2023,~~the ~~which~~Polar isCapital ~~estimated~~Investment byto ~~taking~~$227,273 ~~into~~as ~~considerations~~liabilities on the ~~estimated~~accompanying ~~probability~~balance ofsheets. ~~the~~Further, ~~consummation~~as of aMarch ~~Business Combination~~31, ~~estimated concessions~~2025 and ~~estimated~~2024, ~~cost~~$0 and of$204,549, ~~carrying~~respectively, ~~charges~~is toallocated ~~eliminate the investor’s exposure~~ to ~~changes~~non-redeemable ~~in the price of their~~ Class B A Ordinary Shares. ~~The~~and ~~fair~~presented ~~value~~as ofadditional ~~the~~paid ~~Class~~in Bcapital ~~Ordinary~~on ~~Shares~~the accompanying ~~was~~unaudited ~~determined~~condensed tostatements beof anchanges ~~expense~~ in ~~accordance~~shareholders’ ~~with SAB 5T~~deficit.

~~In connection~~Administrative ~~with~~Services the 2024 Non-Redemption Agreements (as defined in Note 6), the New Sponsor agreed to transfer a total of 412,498 Founder Shares (representing the transfer for the first five months of the extension period) to the investors, promptly following the closing of the Business Combination. Additionally, the New Sponsor will transfer an additional 82,498 shares for each month of extension from December 2024 through April 2025. In total, up to 742,490 Founder Shares may be transferred to the investors. The Company estimated the aggregate fair value of these 742,490 Founder Shares at $4,076,270, or approximately $5.49 per share on a weighted-average basis as of July 15, 2024. This estimate considers factors such as the probability of consummation of the Business Combination, estimated concessions, and the cost of carrying charges to mitigate the investors’ exposure to fluctuations in the price of the Founder Shares. The fair value of these Founder Shares was determined to be an expense in accordance with SAB 5T and classified as a liability due to the variability in the number of Founder Shares to be transferred, depending on the timing of the Business Combination.Agreement

~~During the~~Commencing ~~three~~on October 14, 2021, and ~~nine~~until ~~month~~completion of ~~periods~~the ~~ended~~Company’s ~~September~~initial ~~30,~~Business ~~2024~~Combination or liquidation, the Company may reimburse the Sponsors ~~made~~up ato ~~capital~~an ~~contribution~~aggregate amount of $10,000 per month for office space and secretarial and administrative support pursuant to the Administrative Services Agreement. Per the Administrative Services Agreement, it is at the Company’s option as to whether or not to pay this administrative fee. The Legacy Sponsor assigned the Administrative Services Agreement to the Sponsor on August 31, 2023, in connection with the Sponsor Handover. For the three months ended March 31, 2025 and 2024, the total administrative expenses were $30,000. As of March 31, 2025 and December 31, 2024, there was $~~120~~190,000 and $~~415~~160,000, respectively, ~~for~~accrued, nobut ~~additional~~not ~~consideration~~paid.

~~Promissory Note~~NOTE 6 - ~~Related~~COMMITMENTS ~~Party~~AND CONTINGENCIES

~~On March~~Registration 9, 2021, the Legacy Sponsor agreed to loan the Company an aggregate of up to $250,000 to cover expenses related to the Initial Public Offering pursuant to the IPO Promissory Note. The IPO Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering. The Company drew $195,000 from the IPO Promissory Note and repaid the IPO Promissory Note in full on October 19, 2021.Rights

~~Related~~The holders of the Founder Shares, Private Placement ~~Party~~Warrants ~~Loans~~and any 2021 Note Warrants or 2024 Note Warrants (and in each case, holders of their underlying securities, as applicable) are entitled to registration rights pursuant to the Registration Rights Agreement, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A Ordinary Shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. On August 31, 2023, the Sponsor executed a joinder to the Registration Rights Agreement in connection with the Sponsor Handover.

~~In order~~Underwriting to finance transaction costs in connection with a Business Combination, the Sponsors, affiliates of the Sponsors, or the Company’s former officers and directors or current directors or officers may, but are not obligated to, loan the Company funds as may be required (the “Legacy Working Capital Loans”). Such Legacy Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,000,000 of notes may be converted upon consummation of a Business Combination into warrants (the “WCL Warrants”) at a price of $1.50 per WCL Warrant. The WCL Warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Legacy Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Legacy Working Capital Loans.Agreement

~~As of~~In ~~December~~connection ~~31,~~with ~~2021,~~the ~~there~~Initial ~~was~~Public aOffering, ~~written agreement in place for~~ the underwriters ~~Legacy~~were ~~Working~~granted ~~Capital~~a ~~Loans.~~45-day ~~The~~option ~~Company~~from ~~issued an unsecured promissory note (~~the ~~“WCL~~date ~~Promissory~~of ~~Note”) in~~ the ~~principal~~prospectus ~~amount~~to ofpurchase up to $13,000,000 toadditional ~~YAS~~Units ~~International,~~to ~~LLC~~cover ~~(d/b/a Gupta Capital Group)~~over-allotments, ~~an affiliate of the Legacy Sponsor (“GCG”). The WCL Promissory Note bears no interest and is repayable in full upon~~ ~~consummation~~if ~~of the initial Business Combination~~any. ~~GCG~~On ~~has~~November ~~the~~30, ~~option~~2021, ~~to convert any unpaid balance of~~ the ~~WCL~~underwriters ~~Promissory~~purchased ~~Note~~an ~~into~~additional ~~WCL Warrants~~1,240,488 toUnits ~~purchase~~pursuant ~~one share of Class A Ordinary Shares equal~~ to the ~~principal~~partial ~~amount~~exercise of the ~~WCL Promissory Note so converted divided~~Over-Allotment ~~by $1~~Option.~~50.~~ The ~~terms~~Units ofissued ~~any~~upon ~~such WCL Warrants will be identical to~~ the ~~terms~~exercise of the ~~Private~~Over-Allotment ~~Placement~~Option ~~Warrants.~~were Assold ofat ~~September~~an ~~30,~~offering ~~2024 and~~price ~~December~~of ~~31, 2023, there was~~ $~~125,000 outstanding on the Legacy Working Capital Loans~~10.00 ~~The~~per ~~Company~~Unit, ~~determined that the conversion~~generating ~~option~~aggregate ~~embedded~~additional ingross ~~its~~proceeds ~~Legacy Working Capital Loans should be bifurcated and accounted for as a derivative in accordance with ASC 815. However, the exercise price~~ of ~~the underlying WCL Warrants was greater than the closing price of the Class A Ordinary Shares as of December 31~~$12, ~~2023~~404,880 ~~and when the Legacy Working Capital Loans were drawn on. The Company believes that the likelihood of GCG’s exercise of the option~~ to ~~convert to WCL Warrants is de minimis. As a result,~~ the Company ~~recorded zero liability related to the conversion option on the Legacy Working Capital Loans~~.

22The underwriters of the Initial Public Offering were entitled to a cash underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering, or $4,000,000 (or $4,600,000 if the Over-Allotment Option was exercised in full). In addition, the underwriters were entitled to a deferred fee of three and half percent (3.50%) of the gross proceeds of the Initial Public Offering, or $7,000,000 (or $8,050,000 if the Over-Allotment Option was exercised in full).

~~COMPASS DIGITAL ACQUISITION CORP.~~15

~~NOTES TO~~COMPASS ~~UNAUDITED~~DIGITAL ~~CONDENSED~~ACQUISITION ~~FINANCIAL STATEMENTS~~CORP.

~~SEPTEMBER 30,~~NOTES ~~2024~~TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~On September~~MARCH 631, 2023, the Company entered into a subscription agreement (the “Polar Subscription Agreement”) with the New Sponsor and Polar Multi-Strategy Master Fund (“Polar”), pursuant to which Polar agreed to fund up to $1,500,000 to Company, subject to certain funding milestones. Once the Company has reached a defined milestone, upon on at least five (5) calendar days’ prior written notice, the New Sponsor may require a drawdown against the capital commitment in order to meet the New Sponsor’s commitment to the Company under a drawdown request (such funded amounts, the “Polar Capital Investment”). As of September 30, 2024, the Company had drawn $1,250,000 on the Polar Capital Investment. The Polar Capital Investment will be repaid to Polar by the Company upon the closing of an initial Business Combination. Polar may elect to receive such repayment (i) in cash or (ii) in Class A Ordinary Shares at a rate of one Class A Ordinary Share for each ten dollars of the Polar Capital Investment. The Company must (i) to the extent feasible and in compliance with all applicable laws and regulations, register the shares issued to Polar as part of any registration statement issuing shares before or in connection with the closing of a Business Combination or (ii) if no such registration statement is filed in connection with the closing of a Business Combination, promptly register such shares pursuant to the first registration statement filed by the Company or the surviving entity following a Business Combination, which shall be filed no later than 30 days after the closing of a Business Combination and declared effective no later than 90 days after the closing of a Business Combination. In consideration of the Polar Capital Investment, the Company has agreed to issue, or cause the surviving entity in the Business Combination to issue, 0.9 of a Class A ordinary share of the surviving entity for each dollar of the Polar Capital Investment funded as of or prior to the closing of the Business Combination. Upon certain events of default under the Polar Subscription Agreement, the Company (or the surviving entity, as applicable) must issue to Polar an additional 0.1 of a Class A ordinary share for each dollar of the Capital Investment funded as of the date of such default, and for each month thereafter until such default of failure is cured, subject to certain limitations provided for therein. In the event the Company liquidates without consummating a Business Combination, any amounts remaining in the Company’s cash accounts (excluding the Trust Account) will be paid to Polar by the Company within five (5) calendar days of the liquidation, and such amounts will be the sole recourse for Polar. The Company determined that the conversion option embedded in Polar Capital Investment should be bifurcated and accounted for as a derivative in accordance with ASC 815. The Company selected the fair value method in the allocation of proceeds to the debt and equity instruments issued in connection with the Polar Capital Investment. As of September 30, 2024, $1,022,727 had been allocated as debt discount to reduce the fair value of the Polar Capital Investment to $227,273 as liabilities on the accompanying condensed balance sheets. Further, $613,670 that had been allocated to non-redeemable Class A Ordinary Shares was presented as additional paid in capital on the accompanying unaudited condensed statements of changes in shareholders’ deficit.2025

~~Administrative~~On August 11, 2023 and August 14, 2023, the Company ~~Services~~received ~~Agreement~~formal confirmations from Citigroup Global Markets Inc. and J.P. Morgan Securities LLC of their decisions to waive any entitlement they may have to their deferred underwriting fees payable held in the Trust Account with respect to any Business Combination.

~~Commencing on~~Non-Redemption October 14, 2021, and until completion of the Company’s initial Business Combination or liquidation, the Company may reimburse the Sponsors up to an aggregate amount of $10,000 per month for office space and secretarial and administrative support pursuant to the Administrative Services Agreement. Per the Administrative Services Agreement, it is at the Company’s option as to whether or not to pay this administrative fee. There was $30,000 and $90,000 accrued, but not paid, for the three and nine months ended September 30, 2024, respectively, and there was $30,000 and $70,000 paid for the three and nine months ended September 30, 2023, respectively. The Legacy Sponsor assigned the Administrative Services Agreement to the New Sponsor on August 31, 2023, in connection with the Sponsor Handover.Agreements

~~Note~~Between October 9, 2023 and October 19, 2023, the 6Company entered into agreements with the Sponsor and unaffiliated third-party ~~COMMITMENTS~~investors ~~AND~~in ~~CONTINGENCIES~~exchange for such investors agreeing not to redeem an aggregate of 4,998,734 Public Shares in connection with the vote to approve the Charter Amendment Proposals at the 2023 EGM (the “2023 Non-Redemption Agreements”). In exchange for these commitments not to redeem such Public Shares, the Sponsor agreed to transfer to such investors an aggregate of 749,810 Founder Shares held by the Sponsor promptly following the closing of the Business Combination (but no later than two business days after the satisfaction of the requisite conditions to such transfer). The Company estimated the aggregate fair value of the 749,810 Class B Ordinary Shares attributable to such investors to be $3,444,008 or on a weighted average of $4.59 per share, as of October 19, 2023, which is estimated by taking into considerations the estimated probability of the consummation of a Business Combination, estimated concessions and estimated cost of carrying charges to eliminate the investor’s exposure to changes in the price of their Class B Ordinary Shares. The fair value of the Class B Ordinary Shares was determined to be an expense in accordance with SAB 5T.

~~Registration~~Between July 15, 2024 and July 18, 2024, the Company ~~Rights~~entered into agreements with the Sponsor and unaffiliated third-party investors (the “2024 Non-Redemption Agreements”) in exchange for such investors agreeing not to redeem an aggregate of 2,475,000 Public Shares in connection with the vote to approve the 2024 Extension Amendment Proposal at the 2024 EGM. In exchange for these commitments not to redeem such Public Shares, the Sponsor agreed to transfer to such investors an aggregate of (i) 412,498 Founder Shares for the first five (5) months of the extension of the Combination Period from July 19, 2024 to December 19, 2024 and (ii) 82,498 Founder Shares per month, for each month of the extension of the Combination Period from December 19, 2024 until April 19, 2025, as needed. The Founder Shares to be transferred to such investors pursuant to the 2024 Non-Redemption Agreements are held by the Sponsor and are to be transferred in connection with the closing of the Business Combination. In connection with its entry into the 2024 Non-Redemption Agreements, the Company agreed that, in the event of the liquidation of the Trust Account, it will only utilize up to $50,000 of funds from the accrued interest of the Trust Account to pay any dissolution expenses if it does not effect a Business Combination prior to the end of the Combination Period. As of July 15, 2024, the Company estimated the aggregate fair value of these 742,490 Founder Shares at $4,076,270, or approximately $5.49 per share on a weighted-average basis. As of March 31, 2025 and December 31, 2024, the Company estimated the aggregate fair value of these 742,490 Founder Shares at $4,139,382 and $4,028,008, or approximately $5.58 and $5.43 per share, respectively, on a weighted-average basis. The Company considered the estimated probability of the consummation of a Business Combination, estimated concessions and estimated cost of carrying charges to eliminate the investor’s exposure to changes in the price of their Class B Ordinary Shares. The fair value of the Class B Ordinary Shares was determined to be an expense in accordance with SAB 5T and classified as a liability due to the variability in the number of Founder Shares to be transferred, depending on the timing of the Business Combination.

~~The holders~~NOTE of7 ~~the~~– ~~Founder~~DERIVATIVE ~~Shares,~~WARRANT Private Placement Warrants and any WCL Warrants (and in each case, holders of their underlying securities, as applicable) are entitled to registration rights pursuant to the Registration Rights Agreement, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A Ordinary Shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. On August 31, 2023, the New Sponsor executed a joinder to the Registration Rights Agreement in connection with the Sponsor Handover.LIABILITIES

23The Company issued 11,912,228 Warrants in connection with the Initial Public Offering and partial exercise of the Over-Allotment Option (including 6,666,667 Public Warrants and 4,666,667 Private Placement Warrants at the time of Initial Public Offering, and additional 413,496 Public Warrants and 165,398 Private Placement Warrants at the time of the partial exercise of the Over-Allotment Option) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the Warrants do not meet the criteria for equity treatment thereunder, each Warrant was recorded as a liability. Accordingly, the Company has classified each Warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the Warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statements of operations.

~~COMPASS~~Public Warrants may only be exercised for a whole ~~DIGITAL~~number ~~ACQUISITION~~of ~~CORP~~shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the consummation of a Business Combination. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

~~NOTES~~The Company will not be obligated to deliver any Class TOA ~~UNAUDITED~~Ordinary ~~CONDENSED~~Shares ~~FINANCIAL~~pursuant ~~STATEMENTS~~to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A Ordinary Shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.

~~SEPTEMBER 30, 2024~~16

~~Underwriters’ Agreement~~COMPASS DIGITAL ACQUISITION CORP.

~~In connection~~NOTES ~~with~~TO ~~the~~UNAUDITED ~~Initial~~CONDENSED ~~Public~~FINANCIAL Offering, the underwriters were granted a 45-day option from the date of the prospectus to purchase up to 3,000,000 additional Units to cover over-allotments, if any. On November 30, 2021, the underwriters purchased an additional 1,240,488 Units pursuant to the partial exercise of the Over-Allotment Option. The Units upon the exercise of the Over-Allotment Option were sold at an offering price of $10.00 per Unit, generating aggregate additional gross proceeds of $12,404,880 to the Company.STATEMENTS

~~The underwriters~~MARCH ~~of the Initial Public Offering were entitled to a cash underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering~~31, or $4,000,000 (or $4,600,000 if the Over-Allotment Option was exercised in full). In addition, the underwriters were entitled to a deferred fee of three and half percent (3.50%) of the gross proceeds of the Initial Public Offering, or $7,000,000 (or $8,050,000 if the Over-Allotment Option was exercised in full).2025

OnThe Company has agreed that as soon as practicable, ~~August~~but 11in no event later than 15 business days, ~~2023~~after ~~and~~the ~~August~~closing 14of a Business Combination, ~~2023~~it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the IPO Registration Statement or a new registration statement covering the registration, under the ~~Company~~Securities ~~received~~Act ~~formal~~of ~~confirmations~~the ~~from~~Class ~~Citigroup~~A ~~Global~~Ordinary ~~Markets~~Shares ~~Inc.~~issuable ~~and~~upon Jexercise of the Public Warrants.P. ~~Morgan~~The ~~Securities~~Company will use its commercially ~~LLC~~reasonable ofefforts ~~their~~to ~~decisions~~cause such registration statement to ~~waive~~become ~~any~~effective ~~entitlement~~and ~~they~~to ~~may~~maintain ~~have~~a current prospectus relating to ~~their~~those ~~deferred~~Class A ~~underwriting~~Ordinary ~~fees~~Shares ~~payable~~until ~~held~~the Warrants expire or are redeemed, as specified in the ~~Trust~~warrant ~~Account~~agreement, ~~with~~dated October 14, 2021, that the Company entered ~~respect~~into towith ~~any~~Continental, ~~Business~~as ~~Combination~~warrant agent (the “Warrant Agreement”). ~~Out~~If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the ~~release~~Warrants is not effective by the 60th business day after the closing of $7a Business Combination,~~434~~ warrant holders may,~~171~~ ~~deferred~~until ~~underwriting~~such ~~fees,~~time ~~$7,187,357~~as ~~was~~there ~~charged~~is ~~against~~an ~~accumulated deficit~~effective inregistration statement and during any period when the ~~accompanying~~Company ~~condensed~~will ~~balance~~have ~~sheets~~failed asto maintain ofan ~~September~~effective 30registration statement, ~~2024~~exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

~~Financial~~Redemption of Warrants when ~~Advisory~~the ~~Agreements~~price per Class A Ordinary Share equals or exceeds $18.00. Once the Warrants become exercisable, the Company may redeem the Warrants for redemption:

~~The Company~~● ~~entered~~in ~~into~~whole ~~two~~and ~~financial~~not ~~advisory~~in ~~agreements~~part; in● ~~September~~at ~~and~~a ~~December~~price ~~2022,~~of ~~respectively~~$0.01 per Public Warrant; ● upon a minimum of 30 days’ prior written notice of redemption, ~~with~~which ~~financial~~is ~~advisors~~referred into ~~connection with~~as the ~~Business~~30-day ~~Combinations.~~redemption ~~The~~period; ~~Company~~and ~~agreed~~● toif, ~~pay~~and ~~success~~only ~~fees~~if, ~~for~~the ~~signed~~closing ~~letters~~price of ~~intent~~the ~~and~~Class ~~any~~A ~~successful~~Ordinary ~~acquisition.~~Shares ~~Success fees~~equals ~~ranged~~or ~~from~~exceeds $5018.00 per share (as adjusted for share sub-divisions,~~000~~ toshare $1capitalizations,~~250~~ reorganizations,~~000.~~ ~~The~~recapitalizations ~~Company~~and ~~agreed~~the tolike) ~~also~~for ~~reimburse~~any ~~the~~20 ~~financial~~trading ~~advisors~~days ~~for~~within ~~all~~a ~~reasonable~~30-trading ~~and~~day ~~documented expenses,~~period ~~subject~~ending toon ~~limitations~~the ~~and~~third ~~prior~~trading ~~written~~day ~~consent~~prior ofto the ~~Company.~~date ~~Both~~on ~~agreements~~which ~~were~~the ~~terminated~~Company insends ~~August~~the ~~2023,~~notice ~~and~~of noredemption ~~expense was~~to ~~outstanding~~the aswarrant ofholders ~~September~~(the ~~30,~~“Reference ~~2024~~Value”).

~~Non~~The Company will not redeem the Warrants as described above unless an effective registration statement under the Securities Act covering the issuance of the Class A Ordinary Shares issuable upon exercise of the Warrants is then effective and a current prospectus relating to those Class A Ordinary Shares is available throughout the 30-~~Redemption~~day redemption period. If and when the Warrants become redeemable by the Company, the Company may exercise its redemption right ~~Agreements~~even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Between October 9, 2023 and October 19, 2023, the Company entered into agreements with the New Sponsor and unaffiliated third-party investors in exchange for such investors agreeing not to redeem an aggregate of 4,998,734 Public Shares in connection with the vote to approve the Charter Amendment Proposals at the 2023 EGM (the “2023 Non-Redemption ~~Agreements”). In exchange for these commitments not to redeem such Public Shares, the New Sponsor agreed to transfer to such investors an aggregate~~ of ~~749,810~~Warrants ~~Founder Shares held by~~when the ~~New~~price ~~Sponsor~~per promptly following the closing of the Business Combination (but no later than two business days after the satisfaction of the requisite conditions to such transfer). The Company estimated the aggregate fair value of the 749,810 Class BA Ordinary Shares ~~attributable~~ toshare ~~such~~equals ~~investors to be $3,444,008~~ or onexceeds ~~a weighted average of~~ $410.5900. ~~per~~Once ~~share, as of October 19, 2023, which is estimated by taking into considerations~~ the ~~estimated~~Warrants ~~probability~~become ~~of the consummation of a Business Combination~~exercisable, ~~estimated concessions and estimated cost of carrying charges to eliminate~~ the ~~investor’s~~Company ~~exposure~~may toredeem ~~changes in~~ the ~~price of their Class B Ordinary Shares. The fair~~ ~~value~~Warrants offor ~~the Class B Ordinary Shares was determined to be an expense in accordance with SAB 5T.~~redemption:

~~Between July~~● ~~15,~~in ~~2024~~whole and ~~July 18, 2024, the Company entered into agreements with the New Sponsor and unaffiliated third-party investors (the “2024 Non-Redemption Agreements”) in exchange for such investors agreeing~~ not ~~to redeem an aggregate of 2,475,000 Public Shares~~ in ~~connection~~part; ~~with~~● ~~the vote to approve the Second Extension Amendment Proposal~~ at ~~the 2024 EGM~~$0.10 Inper ~~exchange~~Warrant ~~for~~upon ~~these~~a ~~commitments not~~minimum toof ~~redeem~~30 ~~such~~days’ ~~Public~~prior ~~Shares,~~written ~~the~~notice ~~New Sponsor agreed to transfer to such investors an aggregate~~ of ~~(i) 412~~redemption,~~498~~ ~~Founder~~provided ~~Shares~~that ~~for the~~holders ~~first~~will ~~five~~be ~~(5)~~able ~~months~~to ofexercise ~~the~~their ~~extension~~warrants ofon ~~the~~a ~~Combination~~cashless ~~Period~~basis ~~from~~prior ~~July 19, 2024~~ to ~~December~~redemption ~~19, 2024~~ and ~~(ii)~~receive ~~82,498 Founder Shares per month, for each month of~~ the ~~extension~~number of ~~the~~shares ~~Combination~~determined ~~Period~~by ~~from~~reference ~~December~~to ~~19,~~the ~~2024~~table ~~until~~set ~~April~~forth ~~19,~~under ~~2025,~~“Description asof ~~needed.~~Securities ~~The Founder~~- ~~Shares~~Warrants to- bePublic ~~transferred~~Shareholders’ toWarrants” ~~such~~in ~~investors pursuant to~~ the ~~2024~~IPO ~~Non-Redemption~~Registration ~~Agreements~~Statement ~~are~~based ~~held~~on by the ~~New~~redemption ~~Sponsor~~date and ~~are to~~the be“fair ~~transferred~~market invalue” ~~connection with the closing~~ of the ~~Business~~Class ~~Combination.~~A InOrdinary ~~connection~~Shares; ~~with~~● ~~its~~if, ~~entry~~and ~~into~~only ~~the 2024 Non-Redemption Agreements~~if, the ~~Company~~Reference ~~agreed~~Value ~~that,~~equals inor ~~the~~exceeds ~~event~~$10.00 ofper ~~the~~share ~~liquidation~~(as ofadjusted ~~the~~for ~~Trust~~share ~~Account~~sub-divisions, itshare ~~will~~capitalizations, ~~only utilize up to $50~~reorganizations,~~000~~ ofrecapitalizations ~~funds from~~and the ~~accrued~~like); ~~interest~~and of● ~~the Trust Account to pay any dissolution expenses~~ if ~~it does not effect a Business Combination prior to~~ the ~~end~~Reference ofValue ~~the~~is ~~Combination~~less ~~Period.~~than ~~The Company estimated the aggregate fair value of these 742,490 Founder Shares at~~ $~~4,076,270, or approximately $5~~18.49 00 per share ~~on a weighted-average basis~~ (as ofadjusted ~~July~~for ~~15,~~share ~~2024~~sub-divisions, ~~which~~share iscapitalizations, ~~estimated by taking into considerations the estimated probability of the consummation of a Business Combination~~reorganizations, ~~estimated~~recapitalizations ~~concessions~~ and ~~estimated cost of carrying charges to eliminate~~ the ~~investor’s~~like), ~~exposure to changes in~~ the ~~price~~Private ofPlacement ~~their~~Warrants ~~Class~~must Balso ~~Ordinary~~concurrently ~~Shares.~~be ~~The~~called ~~fair~~for ~~value~~redemption ofon the ~~Class B~~same ~~Ordinary~~terms ~~Shares~~(except ~~was~~as ~~determined~~described toherein ~~be an expense in accordance~~ with ~~SAB~~respect 5Tto ~~and classified as~~ a ~~liability~~holder’s ~~due~~ability to ~~the~~cashless ~~variability~~exercise inits ~~the~~warrants) ~~number~~as ofthe ~~Founder~~outstanding ~~Shares~~Public ~~to be transferred~~Warrants, ~~depending on~~as ~~the~~described ~~timing of the Business Combination~~above.

~~Note~~If and when the Public Warrants become redeemable 7by –the ~~DERIVATIVE~~Company, ~~WARRANT~~the ~~LIABILITIES~~Company may not exercise its redemption right if the issuance of shares of ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.

The ~~Company~~ ~~issued~~exercise ~~11,912,228 Warrants~~price inand ~~connection~~number ~~with~~of ~~the~~Class ~~Initial~~A ~~Public~~Ordinary Shares ~~Offering~~issuable ~~and~~upon ~~partial~~ exercise of the ~~Over-Allotment~~Warrants ~~Option~~may (be adjusted in certain circumstances including 6in the event of a share dividend,~~666,667~~ or ~~Public~~recapitalization, ~~Warrants~~reorganization, ~~and~~merger 4or consolidation. Additionally,~~666,667 Private~~ ~~Placement~~in ~~Warrants~~no atevent will the ~~time~~Company ofbe ~~Initial~~required ~~Public~~to ~~Offering,~~net ~~and~~cash ~~additional~~settle ~~413,496~~the Public Warrants. ~~and~~If ~~165,398 Private~~the ~~Placement~~Company ~~Warrants~~is atunable ~~the~~to ~~time~~complete ofa Business Combination within the ~~partial~~Combination ~~exercise~~Period ofand the ~~Over-Allotment~~Company ~~Option)~~liquidates the infunds ~~accordance~~held ~~with~~in the ~~guidance contained~~Trust inAccount, ~~ASC~~holders ~~815-40.~~of ~~Such~~Warrants ~~guidance~~will ~~provides~~not ~~that~~receive ~~because~~any ~~the~~of such funds with respect to their Warrants, donor ~~not~~will ~~meet~~they receive any distribution from the ~~criteria~~Company’s ~~for~~assets ~~equity~~held ~~treatment~~outside ~~thereunder, each~~of ~~Warrant~~the ~~was~~Trust ~~recorded~~Account aswith athe ~~liability~~respect to such Warrants. Accordingly, the Warrants may expire worthless. If the Company ~~has~~calls ~~classified~~the ~~each~~Public ~~Warrant~~Warrants asfor aredemption, ~~liability~~Management atwill ~~its~~have ~~fair~~the ~~value.~~option to require ~~This~~all ~~liability~~holders isthat ~~subject~~wish to ~~re-measurement~~exercise atthe ~~each~~Public ~~balance~~Warrants ~~sheet~~to ~~date.~~do ~~With~~so ~~each~~on ~~such~~a ~~re-measurement~~“cashless basis,” as described in the Warrant ~~liability~~Agreement. The ~~will~~exercise ~~be adjusted~~price toand ~~fair~~number ~~value,~~of ~~with~~Ordinary Shares issuable upon exercise of the ~~change~~Public inWarrants ~~fair~~may ~~value~~be ~~recognized~~adjusted in ~~the~~certain ~~Company’s~~circumstances including ~~unaudited~~in ~~condensed~~the ~~statements~~event of ~~operations~~ a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation.

2417

COMPASS DIGITAL ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2024~~2025

~~Public~~In ~~Warrants~~addition, ~~may~~if ~~only~~(i) bethe ~~exercised~~Company issues additional Class A Ordinary Shares or equity-linked securities for acapital ~~whole~~raising ~~number~~purposes in connection with the closing of ~~shares~~its initial Business Combination at an issue price or effective issue price of less than $9.20 Noper ~~fractional~~share ~~shares~~of ~~will~~Class A Ordinary Shares (with such issue price or effective issue price to be ~~issued~~determined ~~upon~~in ~~exercise~~good faith by the Board of Directors and, in the case ~~Public~~of ~~Warrants.~~any such issuance to the Sponsors or its affiliates, without taking into account any Founder Shares held by the Sponsors or such ~~The~~affiliates, ~~Public~~as ~~Warrants~~applicable, ~~will~~prior ~~become~~to ~~exercisable~~such 30issuance) ~~days~~(the ~~after~~“Newly Issued Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of asuch initial Business Combination (net of redemptions), and (iii) the volume weighted average trading price of the Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 ~~The~~per ~~Public~~share, the exercise price of the Warrants will ~~expire five~~be ~~years~~adjusted ~~from~~(to the ~~consummation~~nearest cent) to be equal to 115% of athe ~~Business~~higher ~~Combination~~of orthe ~~earlier~~Market ~~upon~~Value and the Newly Issued Price and the $18.00 per share redemption ortrigger ~~liquidation~~price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

The ~~Company~~Private ~~will~~Placement ~~not~~Warrants beare ~~obligated~~identical to ~~deliver any Class A Ordinary Shares pursuant to~~ the ~~exercise of a~~ Public ~~Warrant~~Warrants ~~and~~included ~~will~~in ~~have~~the noUnits ~~obligation to~~sold ~~settle~~in ~~such~~the Initial Public ~~Warrant~~Offering, ~~exercise~~except ~~unless a registration statement under~~ that the ~~Securities~~Private ~~Act~~Placement ~~covering~~Warrants ~~the~~are ~~issuance~~not ofand the ~~Class A~~ Ordinary Shares issuable upon the exercise of the ~~Public~~Private Placement Warrants isare ~~then~~not ~~effective~~transferable, assignable ~~and~~or asaleable ~~prospectus~~until ~~relating~~30 ~~thereto~~days isafter ~~current, subject to~~ the ~~Company~~completion ~~satisfying~~of ~~its~~a ~~obligations~~Business ~~with~~Combination, ~~respect~~subject to ~~registration~~certain limited exceptions. NoAdditionally, the ~~Public~~Private ~~Warrant~~Placement ~~will~~Warrants beare exercisable ~~for cash or~~ on a cashless basis, and ~~the~~are ~~Company~~non-redeemable ~~will~~so ~~not~~long beas ~~obligated~~they toare ~~issue~~held ~~any~~by ~~shares~~the toinitial ~~holders~~purchasers or ~~seeking~~their topermitted ~~exercise~~transferees. ~~their~~If ~~Public~~the ~~Warrants,~~Private ~~unless~~Placement ~~the~~Warrants ~~issuance of~~are ~~the~~held ~~shares~~by ~~upon~~someone ~~such~~other ~~exercise~~than isthe ~~registered~~initial purchasers or ~~qualified~~their ~~under~~permitted transferees, the ~~securities~~Private ~~laws~~Placement ofWarrants ~~the~~are ~~state~~redeemable ofby the ~~exercising~~Company ~~holder,~~and orexercisable anby ~~exemption from~~such ~~registration~~holders ison ~~available~~the same basis as the Public Warrants.

~~The~~NOTE ~~Company~~8 has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-~~effective~~ ~~amendment~~CLASS ~~to the IPO Registration Statement or a new registration statement covering the registration, under the Securities Act of the Class~~ A ~~Ordinary~~ORDINARY ~~Shares~~SHARES ~~issuable~~SUBJECT ~~upon~~TO ~~exercise of~~POSSIBLE the Public Warrants. The Company will use its commercially reasonable efforts to cause such registration statement to become effective and to maintain a current prospectus relating to those Class A Ordinary Shares until the Warrants expire or are redeemed, as specified in the warrant agreement, dated October 14, 2021, that we entered into with Continental, as warrant agent (the “Warrant Agreement”). If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the Warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.REDEMPTION

~~Redemption~~The Class A Ordinary Shares feature certain redemption rights that are considered to be outside of ~~Warrants~~the ~~when~~Company’s control and subject to the ~~price~~occurrence ~~per~~of future events. The Company is authorized to issue 200,000,000 Class A Ordinary ~~Share~~Shares ~~equals~~with ora ~~exceeds~~par value of $180.000001 per share. ~~Once~~Holders of the ~~Warrants~~Class ~~become~~A ~~exercisable~~Ordinary Shares are entitled to one vote for each share. As of March 31, ~~the~~2025 ~~Company~~and ~~may~~December 31, ~~redeem~~2024, ~~the~~there ~~Warrants~~were ~~for~~5,681,485 Class A Ordinary Shares outstanding, of which 2,481,485 shares were subject to possible redemption: and classified outside of permanent equity in the Company’s condensed balance sheets.

●The reconciliation ~~in whole and not in part; ● at a price~~ of ~~$0.01 per Public Warrant; ● upon a minimum of 30 days’ prior written notice of redemption, which is referred to as the 30-day redemption period; and ● if, and only if, the closing price of the~~ Class A Ordinary Shares ~~equals~~subject or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to ~~the~~possible ~~date on which the Company sends the notice of~~ redemption tois ~~the~~as ~~warrant holders (the “Reference Value”).~~follows:

~~The~~ SCHEDULE ~~Company~~OF ~~will~~CLASS ~~not redeem the Warrants as described above unless an effective registration statement under the Securities Act covering the issuance of the Class~~ A ~~Ordinary~~ORDINARY ~~Shares~~SHARES ~~issuable~~SUBJECT ~~upon~~TO ~~exercise~~POSSIBLE of the Warrants is then effective and a current prospectus relating to those Class A Ordinary Shares is available throughout the 30-day redemption period. If and when the Warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.REDEMPTION

Class A Ordinary Shares subject to possible redemption at December 31, 2023	$	55,347,556
Plus:
Accretion of Class A Ordinary Shares to redemption value		1,928,109
Less:
Redemption of Class A Ordinary Shares		(29,638,365	)
Class A Ordinary Shares subject to possible redemption at December 31, 2024		27,637,300
Plus:
Accretion of Class A Ordinary Shares to redemption value		242,531
Class A Ordinary Shares subject to possible redemption at March 31, 2025	$	27,879,831

~~COMPASS~~NOTE ~~DIGITAL~~9 ~~ACQUISITION~~– ~~CORP.~~SHAREHOLDERS’ DEFICIT

~~NOTES~~Preference ~~TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~Shares

~~SEPTEMBER~~The 30Company is authorized to issue 1,000,000 preference shares with $0.0001 par value. As of March 31, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

~~Redemption of Warrants when the price per~~ Class A Ordinary Shares ~~share equals or exceeds $10.00. Once the Warrants become exercisable, the Company may redeem the Warrants for redemption:~~

●The Company inis ~~whole~~authorized ~~and~~to ~~not~~issue inup ~~part;~~to ●200,000,000 Class atA Ordinary Shares, $0.100001 par value per ~~Warrant~~share. ~~upon a minimum~~ Holders of ~~30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive~~ the ~~number~~Class ofA ~~shares~~Ordinary ~~determined~~Shares byare ~~reference~~entitled to ~~the~~one ~~table~~vote ~~set~~for ~~forth~~each ~~under~~share. ~~“Description~~As of ~~Securities~~March -31, ~~Warrants~~2025 ~~- Public Shareholders’ Warrants” in the IPO Registration Statement based on the redemption date~~ and ~~the~~December ~~“fair~~31, ~~market~~2024, ~~value”~~there were ~~of the~~ 5,681,485 Class A Ordinary Shares; ●issued ~~if,~~ and ~~only~~outstanding. ~~if,~~Of the ~~Reference~~outstanding ~~Value~~Class ~~equals~~A orOrdinary ~~exceeds $10.00 per share (as adjusted for share sub-divisions~~Shares, ~~share capitalizations~~2, ~~reorganizations~~481,485 shares ~~recapitalizations~~were ~~and~~subject ~~the~~to ~~like);~~possible ~~and~~redemption ●at ifMarch ~~the~~31, ~~Reference~~2025 ~~Value~~and isDecember ~~less than $18.00 per share (as adjusted for share sub-divisions~~31, ~~share capitalizations~~2024, ~~reorganizations, recapitalizations~~ and ~~the~~therefore ~~like),~~classified ~~the~~outside ~~Private~~of Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding Public Warrants, as described abovepermanent equity.

IfClass ~~and~~B ~~when~~Ordinary the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.Shares

The ~~exercise~~Company ~~price~~is ~~and~~authorized ~~number~~to ofissue up to 20,000,000 Class AB Ordinary Shares, ~~issuable~~$0.0001 ~~upon~~par ~~exercise~~value per share. Holders of the ~~Warrants~~Class ~~may~~B beOrdinary Shares ~~adjusted~~are inentitled ~~certain~~to ~~circumstances including~~one invote ~~the~~for ~~event~~each ofshare. aAt ~~share~~March ~~dividend~~31, or2025 ~~recapitalization~~and December 31, ~~reorganization~~2024, ~~merger~~there orwere ~~consolidation. Additionally~~2,110,122 inClass noB ~~event~~Ordinary ~~will~~Shares ~~the~~issued ~~Company~~and ~~be required to net cash settle the Public Warrants~~outstanding. IfThe ~~the~~ Company isoriginally ~~unable~~issued to5,750,000 ~~complete~~Class aB ~~Business~~Ordinary ~~Combination~~Shares, ~~within the Combination Period~~ and ~~the~~439,878 ~~Company~~Class ~~liquidates~~B ~~the~~Ordinary ~~funds~~Shares ~~held~~were forfeited in the ~~Trust~~partial ~~Account,~~exercise ~~holders~~ of ~~Warrants~~the ~~will~~Over-Allotment ~~not~~Option. ~~receive~~On ~~any~~October of19, ~~such funds with respect to their Warrants~~2023, ~~nor~~following ~~will~~approval ~~they~~by ~~receive any distribution from~~ the Company’s ~~assets~~shareholders ~~held outside~~ of ~~the Trust Account~~ ~~with~~ the ~~respect~~Founder toShare ~~such~~Amendment ~~Warrants.~~Proposal ~~Accordingly,~~at the ~~Warrants~~2023 ~~may~~EGM, ~~expire worthless. If~~ the ~~Company~~Sponsors ~~calls~~converted ~~the~~an ~~Public~~aggregate ~~Warrants~~of ~~for redemption~~600, ~~Management~~000 ~~will~~Class ~~have~~B ~~the~~Ordinary ~~option~~Shares ~~to require all holders that wish to exercise the Public Warrants to do so~~ on a ~~“cashless basis,”~~one-for-one asbasis ~~described~~into inClass ~~the~~A ~~Warrant Agreement. The exercise price and number of~~ Ordinary Shares ~~issuable upon exercise of the Public Warrants may be adjusted~~ in ~~certain circumstances including in~~ the ~~event~~2023 ofFounder aShare ~~share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation~~Conversion.

In addition, if (i) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Ordinary Shares (with such issue price or effective issue price to be determined in good faith by the Board of Directors and, in the case of any such issuance to the Sponsors or its affiliates, without taking into account any Founder Shares held by the Sponsors or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (iii) the volume weighted average trading price of the Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18~~.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.~~

~~The~~COMPASS ~~Private~~DIGITAL ~~Placement~~ACQUISITION Warrants are identical to the Public Warrants included in the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not and the Ordinary Shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptionsCORP. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

26NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~COMPASS~~MARCH ~~DIGITAL~~31, ~~ACQUISITION CORP.~~2025

~~NOTES~~As TOof ~~UNAUDITED~~December ~~CONDENSED~~31, ~~FINANCIAL~~2023, ~~STATEMENTS~~pursuant to the 2023 Non-Redemption Agreements, the Sponsor agreed to transfer 749,810 Class B Ordinary Shares to certain investors on or promptly after the consummation of the Business Combination. On July 15, 2024, the Sponsors converted an aggregate of 2,600,000 Class B Ordinary Shares on a one-for-one basis into Class A Ordinary Shares in the 2024 Founder Share Conversion. As of March 31, 2025, pursuant to the 2024 Non-Redemption Agreements, the Sponsor agreed to transfer 83,332 Class B Ordinary Shares to certain investors on or promptly after the consummation of the Business Combination.

~~SEPTEMBER~~The 30Class B Ordinary Shares may be converted into Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the closing of a Business Combination at the election of the holders and will be automatically converted into Class A Ordinary Shares at the time of the Business Combination on a one-for-one basis, subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and the like. In the case that additional Class A Ordinary Shares, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B Ordinary Shares shall convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Ordinary Shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all Ordinary Shares outstanding upon the completion of the Initial Public Offering plus all Class A Ordinary Shares and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any 2021 Note Warrants or 2024 Note Warrants). Holders of Founder Shares may also elect to convert their Class B Ordinary Shares into an equal number of Class A Ordinary Shares, subject to adjustment as provided above, at any time.

~~Note~~The 8Company -may ~~CLASS~~issue Aadditional ~~ORDINARY~~ordinary ~~SHARES~~or ~~SUBJECT~~preference TOshares ~~POSSIBLE~~to ~~REDEMPTION~~complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

~~The~~NOTE ~~Class~~10 A- ~~Ordinary~~FAIR ~~Shares~~VALUE feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 Class A Ordinary Shares with a par value of $0.0001 per share. Holders of the Class A Ordinary Shares are entitled to one vote for each share. As of September 30, 2024 and December 31, 2023, there were 2,481,485 and 5,794,628 Class A Ordinary Shares outstanding, respectively, of which 2,481,485 and 5,194,628, respectively, were subject to possible redemption and classified outside of permanent equity in the Company’s condensed balance sheets.MEASUREMENTS

The ~~reconciliation~~following oftable ~~Class~~presents Ainformation ~~Ordinary~~about ~~Shares~~the ~~subject~~Company’s toassets ~~possible~~and ~~redemption~~liabilities isthat asare ~~follows.~~measured at fair value at March 31, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

SCHEDULE OF ~~CLASS~~ASSETS AMEASURED ~~ORDINARY~~AT ~~SHARES~~FAIR ~~SUBJECT~~VALUE TOON ~~POSSIBLE~~A ~~REDEMPTION~~ RECURRING BASIS

Class A Ordinary Shares subject to possible redemption at December 31, 2022	$	215,521,445
Description	Level		March 31, 2025		Level	December 31, 2024
Plus:
Liabilities:
Accretion of Class A Ordinary Shares to redemption value		2,304,389
Private Placement Warrants (1)	Level 2		$	98,574	Level 2	$	48,321
Class A Ordinary Shares subject to possible redemption at March 31, 2023		217,825,834
Public Warrants (1)	Level 2		$	144,435	Level 2	$	70,802
Plus:
Non-redemption Liability (1)	Level 3		$	4,139,382	Level 3	$	4,028,008
Accretion of Class A Ordinary Shares to redemption value		2,568,625
Polar Capital Investment Payable	Level 3		$	227,273	Level 3	$	227,273
Class A Ordinary Shares subject to possible redemption at June 30, 2023		220,394,459
Plus:
Accretion of Class A Ordinary Shares to redemption value		2,856,383
Class A Ordinary Shares subject to possible redemption at September 30, 2023		223,250,842
Plus:
Accretion of Class A Ordinary Shares to redemption value		1,184,762
Less:
Redemption of Class A Ordinary Shares		(169,088,048	)
Class A Ordinary Shares subject to possible redemption at December 31, 2023		55,347,556
Plus:
Accretion of Class A Ordinary Shares to redemption value		631,967
Class A Ordinary Shares subject to possible redemption at March 31, 2024		55,979,523
Plus:
Accretion of Class A Ordinary Shares to redemption value		639,184
Class A Ordinary Shares subject to possible redemption at June 30, 2024		56,618,707
Plus:
Accretion of Class A Ordinary Shares to redemption value		389,048
Less:
Redemption of Class A Ordinary Shares		(29,638,365	)
Class A Ordinary Shares subject to possible redemption at September 30, 2024	$	27,369,390

~~NOTE 9~~(1) –Measured ~~SHAREHOLDERS’~~at ~~DEFICIT~~fair value on a recurring basis.

~~Preference Shares~~Warrants

The ~~Company~~Warrants isare ~~authorized~~accounted for as liabilities pursuant to ~~issue~~ASC ~~1,000,000~~815-40 ~~preference~~and ~~shares~~are ~~with~~measured ~~$0.0001~~at ~~par~~fair value as of each reporting date. AsChanges in the fair value of ~~September~~the ~~30,~~Warrants ~~2024~~are recorded in the accompanying unaudited condensed statements of operations at the end of each period. Transfers to/from Levels 1, 2 and ~~December~~3 ~~31,~~are ~~2023~~recognized at the beginning of the reporting period in which a change in valuation technique or methodology occurs. The Warrants are accounted for as liabilities in accordance with ASC 815-40, ~~there~~and are presented within warrant ~~were~~liabilities noon ~~preference~~the ~~shares~~accompanying ~~issued~~balance orsheets. ~~outstanding~~The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the accompanying unaudited condensed statements of operations.

~~Class~~Upon Aconsummation ~~Ordinary~~of ~~Shares~~the Initial Public Offering on October 19, 2021, the Warrants were classified as Level 3 due to unobservable inputs used in the initial valuation. On December 9, 2021, the Public Warrants surpassed the 52-day threshold waiting period to be publicly traded in accordance with the IPO Registration Statement. Once publicly traded, the observable input qualifies the liability for treatment as a Level 1 liability. The estimated fair value of the Public Warrants was transferred from a Level 1 measurement to a Level 2 measurement due to lack of trading activity as of December 31, 2024 and 2023. As the transfer of Private Placement Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant, with an insignificant adjustment for short-term marketability restrictions. As such, the Private Placement Warrants were classified as Level 2 as it references the price of Public Warrants.

The ~~Company~~following istable ~~authorized~~presents ~~to issue up to 200,000,000 Class A Ordinary Shares, $0.0001 par value per share. Holders of~~ the ~~Class~~changes Ain Ordinary Shares are entitled to one vote for each share. As of September 30, 2024 and December 31, 2023, there were 5,681,485 and 5,794,628 Class A Ordinary Shares issued and outstanding, respectively. Of the ~~outstanding~~fair ~~Class~~value ~~A Ordinary Shares, 2,481,485 and 5,194,628 were subject to possible redemption at September 30, 2024 and December 31, 2023, and therefore classified outside~~ of ~~permanent~~warrant ~~equity.~~liabilities:

~~Class~~ SCHEDULE BOF ~~Ordinary~~CHANGES ~~Shares~~IN FAIR VALUE OF WARRANT LIABILITIES

The Company is authorized to issue up to 20,000,000 Class B Ordinary Shares, $0.0001 par value per share. Holders of the Class B Ordinary Shares are entitled to one vote for each share. At September 30, 2024 and December 31, 2023, there were 2,110,122 and 4,710,122 Class B Ordinary Shares issued and outstanding, respectively. The Company originally issued 5,750,000 Class B Ordinary Shares, and 439,878 Class B Ordinary Shares were forfeited in the partial exercise of the Over-Allotment Option. On October 19, 2023, following approval by the Company’s shareholders of the Founder Share Amendment Proposal at the 2023 EGM, the Sponsors converted an aggregate of 600,000 Class B Ordinary Shares on a one-for-one basis into Class A Ordinary Shares in the 2023 Founder Share Conversion. As of December 31, 2023, pursuant to the 2023 Non-Redemption Agreements, the New Sponsor agreed to transfer 749,810 Class B Ordinary Shares to certain investors on or promptly after the consummation of the Business Combination. On July 15, 2024, the Sponsors converted an aggregate of 2,600,000 Class B Ordinary Shares on a one-for-one basis into Class A Ordinary Shares in the 2024 Founder Share Conversion. As of September 30, 2024, pursuant to the 2024 Non-Redemption Agreements, the New Sponsor agreed to transfer 83,332 Class B Ordinary Shares to certain investors on or promptly after the consummation of the Business Combination.

	Private Placement		Public		Warrant Liabilities

Fair value as of December 31, 2024	$	48,321	$	70,802	$	119,123
Change in fair value ⁽¹⁾		50,253		73,633		123,886
Fair value as of March 31, 2025	$	98,574	$	144,435	$	243,009

	Private Placement		Public		Warrant Liabilities

Fair value as of December 31, 2023	$	238,704	$	349,760	$	588,464
Change in fair value ⁽¹⁾		205,846		301,615		507,461
Fair value as of March 31, 2024	$	444,550	$	651,375	$	1,095,925

~~COMPASS DIGITAL~~(1) ~~ACQUISITION~~Changes ~~CORP~~in fair value are recognized in change in fair value of derivative warrant liabilities in the accompanying unaudited condensed statements of operations.

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~19

~~SEPTEMBER~~COMPASS ~~30,~~DIGITAL ~~2024~~ACQUISITION CORP.

~~The~~NOTES ~~Class~~TO BUNAUDITED ~~Ordinary~~CONDENSED ~~Shares~~FINANCIAL may be converted into Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the closing of a Business Combination at the election of the holders and will be automatically converted into Class A Ordinary Shares at the time of the Business Combination on a one-for-one basis, subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and the like. In the case that additional Class A Ordinary Shares, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B Ordinary Shares shall convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Ordinary Shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all Ordinary Shares outstanding upon the completion of the Initial Public Offering plus all Class A Ordinary Shares and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any WCL Warrants). Holders of Founder Shares may also elect to convert their Class B Ordinary Shares into an equal number of Class A Ordinary Shares, subject to adjustment as provided above, at any time.STATEMENTS

~~The~~MARCH ~~Company~~31, ~~may issue additional ordinary or preference shares to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.~~2025

~~Note~~NOTE 1011 - ~~FAIR~~SEGMENT ~~VALUE MEASUREMENTS~~INFORMATION

~~The~~ASC ~~following~~Topic ~~table~~280, ~~presents~~“Segment Reporting,” establishes standards for companies to report in their financial statement information about operating ~~the~~segments, ~~Company’s~~products, ~~assets~~services, ~~that~~geographic ~~are~~areas, ~~measured~~and atmajor ~~fair~~customers. ~~value~~Operating onsegments aare ~~recurring~~defined ~~basis~~as atcomponents ~~September~~of an enterprise ~~30,~~that ~~2024,~~engage in business activities from which it may recognize revenues and ~~December~~incur 31expenses, ~~2023,~~ and ~~indicates~~for ~~the~~which ~~fair~~separate ~~value~~financial ~~hierarchy~~information is ofavailable ~~the~~that ~~valuation~~is ~~inputs~~regularly evaluated by the Company’s ~~utilized~~chief tooperating ~~determine~~decision ~~such~~maker (“CODM”), or group, in deciding ~~fair~~how ~~value:~~to allocate resources and assess performance.

~~SCHEDULE~~The OFCompany’s ~~ASSETS~~CODM ~~MEASURED~~has ATbeen ~~FAIR~~identified ~~VALUE~~as ONthe AChief ~~RECURRING~~Executive ~~BASIS~~ Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.

Description	Level	September 30, 2024		Level	December 31, 2023
Liabilities:
Private Placement Warrants (1)	Level 2	$	294,756	Level 2	$	238,704
Public Warrants (1)	Level 1	$	431,890	Level 2	$	349,760
Polar Capital Investment Payable	Level 3	$	227,273	Level 3	$	90,909

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the condensed statements of operations as net income or loss. The measure of segment assets is reported on the condensed balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:

~~(1)~~ SCHEDULE OF ~~Measured~~SEGMENT ~~at fair value on a recurring basis.~~ASSETS

Warrants

	March 31, 2025		December 31, 2024
Cash	$	1,403	$	27,720
Cash held in Trust Account	$	27,879,831	$	27,637,300

The Warrants are accounted for as liabilities pursuant to ASC 815-40 and are measured at fair value as of each reporting date. Changes in the fair value of the Warrants are recorded in the accompanying unaudited condensed statements of operations at the end of each period. Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period in which a change in valuation technique or methodology occurs. The Warrants are accounted for as liabilities in accordance with ASC 815-40, and are presented within warrant liabilities on the accompanying condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the accompanying unaudited condensed statements of operations.

For the Three

Months Ended

March 31, 2025

For the Three

Months Ended

March 31, 2024

Operating expenses

460,342

207,696

Interest earned on cash held in Trust Account

242,531

631,967

28The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.

~~COMPASS~~Operating ~~DIGITAL~~expenses ~~ACQUISITION~~are ~~CORP~~reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews operating expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Operating expenses, as reported on the condensed statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

~~NOTES~~All TOother ~~UNAUDITED~~segment ~~CONDENSED~~items ~~FINANCIAL~~included ~~STATEMENTS~~in net income or loss are reported on the condensed statements of operations and described within their respective disclosures.

~~SEPTEMBER~~NOTE ~~30,~~12 ~~2024~~- SUBSEQUENT EVENTS

~~Upon~~The ~~consummation~~Company ofevaluated ~~the~~events ~~Initial~~that ~~Public~~have ~~Offering~~occurred onafter ~~October 19, 2021,~~ the ~~Warrants~~condensed ~~were~~balance ~~classified~~sheet asdate ~~Level~~up 3through ~~due to unobservable inputs used in~~ the ~~initial~~date ~~valuation. On December 9, 2021,~~ the ~~Public~~accompanying ~~Warrants surpassed the 52-day threshold waiting period to be publicly traded~~unaudited incondensed ~~accordance~~financial ~~with~~statements ~~the~~were ~~IPO Registration Statement~~issued. ~~Once~~Based ~~publicly~~upon ~~traded,~~ the observable input qualifies the liability for treatment as a Level 1 liability. The estimated fair value of the Public Warrants was transferred from a Level 1 measurement to a Level 2 measurement due to lack of trading activity as of December 31review, ~~2023.~~Management ~~The~~did ~~Public~~not ~~Warrants~~identify ~~had~~any aother ~~significant~~subsequent ~~trading volume during the quarter ended September 30~~events, ~~2024 and were transferred from a Level 2 measurement to a Level 1 measurement. As the transfer of Private Placement Warrants~~that towould ~~anyone~~have ~~outside~~required ofadjustment aor ~~small~~disclosure ~~group of individuals who are permitted transferees would result~~ in the ~~Private~~accompanying ~~Placement~~unaudited ~~Warrants~~condensed ~~having substantially~~financial ~~the same terms as the Public Warrants~~statements, ~~the~~except Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant, with an insignificant adjustment for short-term marketability restrictions. As such, the Private Placement Warrants were classified as ~~Level 2 as it references the price of Public Warrants.~~ follows:

~~The following~~Through ~~table~~the ~~presents~~date of this filing, the ~~changes~~Company inhas drawn an additional $85,518 on the ~~fair~~2024 ~~value~~Promissory ofNote. ~~warrant~~The ~~liabilities:~~total aggregate outstanding balance on the 2024 Promissory Note is $1,466,537.

~~SCHEDULE~~On OFApril ~~CHANGES~~16, IN2025, ~~FAIR~~the ~~VALUE~~Company OFheld ~~WARRANT~~the ~~LIABILITIES~~ 2025 EGM and the shareholders of the Company approved (i) the 2025 Extension Amendment Proposal to the Combination Period from April 19, 2025 to April 19, 2026 and (ii) to eliminate the Redemption Limitation. In connection with the vote to approve the 2025 Extension Amendment Proposal, Public Shareholders holding 2,370,619 Public Shares (after giving effect to withdrawals of redemptions) exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result of the 2025 Redemptions, approximately $26.7 million (approximately $11.25 per share) was removed from the Trust Account to pay such holders.

	Private Placement			Public			Warrant Liabilities
Fair value as of December 31, 2023	$	238,704		$	349,760		$	588,464
Change in fair value (1)		205,846			301,615			507,461
Fair value as of March 31, 2024		444,550			651,375			1,095,925
Change in fair value (1)		(155,109	)		(227,273	)		(382,382	)
Fair value as of June 30, 2024		289,441			424,102			713,543
Change in fair value (1)		5,315			7,788			13,103
Fair value as of September 30, 2024	$	294,756		$	431,890		$	726,646

On May 8, 2025, the Company entered into a non-redemption agreement with the Sponsor and an unaffiliated, third-party investor in exchange for such investor agreeing not to redeem 100,000 Public Shares in connection with the vote to approve the 2025 Extension Amendment Proposal at the 2025 EGM. In exchange for the commitment not to redeem the 100,000 Public Shares, the Sponsor agreed to transfer to such investor (i) 20,000 Founder Shares held by the Sponsor and (ii) if the initial Business Combination is not completed by October 19, 2025, an additional 20,000 Founder Shares held by the Sponsor.

~~(1) Changes in fair value are recognized in changes in fair value of warrant liabilities in the accompanying unaudited condensed statements of operations.~~20

~~Note~~Item 112. -Management’s ~~SUBSEQUENT~~Discussion ~~EVENTS~~and Analysis of Financial Condition and Results of Operations.

~~The~~Cautionary ~~Company~~Note ~~evaluated~~Regarding ~~events~~Forward-Looking that have occurred after the condensed balance sheet date up through the date the accompanying unaudited condensed financial statements were issued. Based upon the review, Management did not identify any subsequent events, other than those listed below, that would have required adjustment or disclosure in the accompanying unaudited condensed financial statements.Statements

OnAll ~~October~~statements ~~15,~~other ~~2024,~~than ~~the~~statements ~~Company~~of ~~received~~historical afact ~~letter~~included ~~from~~in ~~the~~this ~~Listing~~Quarterly ~~Qualifications~~Report ~~Department~~on ofForm ~~The~~10-Q ~~Nasdaq~~for ~~Stock~~the ~~Market~~quarterly ~~(“Nasdaq”) stating~~period ~~that~~ended ~~the~~March 31, ~~staff~~2025 ~~of Nasdaq~~ (this “~~Staff~~Report”) ~~has~~including, ~~determined~~without ~~that:~~limitation, ~~the~~statements ~~Company’s~~under ~~securities~~this ~~would~~Item beregarding ~~delisted~~our ~~from~~financial ~~Nasdaq~~position, business ~~trading~~strategy ofand the ~~Company’s~~plans ~~Class~~and Aobjectives ~~Ordinary~~of ~~Shares,~~Management ~~Warrants~~for future operations, ~~and~~are ~~Units~~forward-looking ~~would~~statements. beWhen ~~suspended~~used atin ~~the~~this ~~opening~~Report, words ofsuch ~~business~~as on“anticipate,” ~~October 22~~“believe,” ~~2024~~“estimate,” “expect,” “intend” and similar aexpressions, ~~Form~~as ~~25-NSE~~they ~~will~~relate beto ~~filed~~us ~~with~~or ~~the~~our ~~SEC~~Management, ~~which~~identify ~~will~~forward-looking ~~remove~~statements. Such forward-looking statements are based on the ~~Company’s~~beliefs ~~securities~~of ~~from~~our ~~listing~~Management, as well as assumptions made by, and ~~registration on~~information ~~Nasdaq~~currently ~~pursuant~~available to, ~~the~~our ~~36-Month Requirement~~Management. ~~Since~~Actual results ~~the~~could ~~Company~~differ ~~failed~~materially tofrom ~~complete~~those ~~its~~contemplated ~~initial~~by ~~business~~the ~~combination~~forward-looking bystatements ~~October~~as ~~14, 2024,~~a ~~the~~result ~~Company~~of ~~did~~certain ~~not~~factors ~~comply~~detailed in our filings with the ~~36-Month~~SEC. ~~Requirement,~~All ~~and~~subsequent ~~its~~written ~~securities~~or ~~were~~oral ~~suspended~~forward-looking atstatements ~~the~~attributable ~~opening~~to ofus ~~business~~or onpersons ~~October 22,~~acting ~~2024~~on ~~and~~our behalf are ~~now~~qualified ~~subject~~in totheir ~~delisting~~entirety ~~from~~by ~~Nasdaq~~this paragraph.

29The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto included in this Report under “Item 1. Financial Statements”.

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~Overview

~~Cautionary~~We ~~Note~~are ~~Regarding~~a ~~Forward~~blank check company incorporated in the Cayman Islands on March 8, 2021, formed for the purpose of effectuating a Business Combination. We are an early-~~Looking~~stage ~~Statements~~and emerging growth company and, as such, are subject to all of the risks associated with early-stage and emerging growth companies.

~~All~~We ~~statements~~will ~~other~~not ~~than~~generate ~~statements~~any ofoperating ~~historical~~revenues ~~fact~~until ~~included~~after ~~in this Report including, without limitation, statements under this Item regarding our financial position, business strategy and~~ the ~~plans~~completion ~~and objectives~~ of ~~Management~~our ~~for~~initial ~~future~~Business ~~operations~~Combination, ~~are~~at ~~forward-looking statements~~the earliest. ~~When~~We ~~used~~will ~~in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,”~~generate ~~“intend” and similar expressions, as they relate to us or our Management, identify forward~~non-~~looking~~operating ~~statements.~~income ~~Such~~in ~~forward-looking statements are based on~~ the ~~beliefs~~form of ~~our~~interest ~~Management,~~income asfrom ~~well~~the asproceeds ~~assumptions~~derived ~~made by, and information currently available to, our Management. Actual results could differ materially~~ from ~~those contemplated by~~ the ~~forward-looking~~Initial ~~statements~~Public asOffering aand ~~result of certain factors detailed in our filings with~~ the ~~SEC.~~Private ~~All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph~~Placement.

~~The~~We ~~following~~completed ~~discussion~~our ~~and~~Initial ~~analysis~~Public Offering of ~~our~~20,000,000 ~~financial~~Units, ~~condition~~each Unit consisting of one Public Share and ~~results~~one-third of ~~operations~~one ~~should~~Public beWarrant, at ~~read~~$10.00 inper ~~conjunction~~Unit ~~with~~on ~~the~~October ~~unaudited~~19, 2021. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $200 ~~condensed~~million. ~~financial~~Certain ~~statements~~Institutional Anchor Investors that are not affiliated with us, our Legacy Sponsor and ~~the~~certain ~~notes~~of ~~thereto~~our ~~included~~prior indirectors and ~~this~~officers ~~Report~~purchased ~~under~~20,000,000 ~~“Item~~Units 1.sold ~~Financial~~in ~~Statements”~~the Initial Public Offering.

~~Overview~~Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreement, we consummated the sale of 4,666,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to our Legacy Sponsor in the Private Placement, generating gross proceeds of $7 million. Concurrently with the closing of the Private Placement, the Institutional Anchor Investors paid the Legacy Sponsor $280,000 for the transfer of an aggregate of 186,667 Private Placement Warrants, which transfer will take place upon the closing of the initial Business Combination.

WeThe ~~are~~Institutional aAnchor ~~blank~~Investors ~~check~~also ~~company~~purchased ~~incorporated~~equity ininterests of the ~~Cayman~~Legacy ~~Islands~~Sponsor onequivalent ~~March~~to 81, ~~2021~~547,727 ~~formed~~Founder ~~for~~Shares from the Legacy ~~purpose~~Sponsor ofat ~~effectuating~~the aoriginal ~~Business~~purchase ~~Combination~~price of $0. We004 ~~are~~per anshare. ~~early~~Following ~~stage~~the ~~and~~approval ~~emerging~~of ~~growth~~the ~~company~~Founder ~~and,~~Share asAmendment ~~such~~Proposal by our shareholders at the 2023 EGM, ~~are~~the ~~subject~~Founder toShares ~~all~~may be converted into Class A Ordinary Shares at any time at the election of a holder of Founder Shares or at the ~~risks~~time ~~associated~~of ~~with~~our ~~early~~initial ~~stage~~Business ~~and~~Combination, ~~emerging~~on a one-for-one basis, subject to adjustment as provided in the ~~growth~~Amended ~~companies~~and Restated Charter.

WeFollowing ~~will~~the ~~not~~closing ~~generate~~of ~~any~~our ~~operating~~Initial ~~revenues~~Public ~~until~~Offering ~~after~~on October 19, 2021, an amount of $200,000,000 ($10.00 per Unit) from the ~~completion~~net proceeds of the sale of the Units in our ~~initial~~Initial ~~Business~~Public ~~Combination,~~Offering atand the ~~earliest~~Private Placement was placed in the Trust Account located in the United States and were initially invested only in (i) U.S. Wegovernment ~~will~~treasury ~~generate~~obligations with a maturity of 185 days or less or (ii) money ~~non~~market funds meeting certain conditions under Rule 2a-~~operating~~7 ~~income~~under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by us. On October 19, 2023, we instructed Continental to liquidate the ~~form~~investments ofheld in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing ~~income~~demand ~~from~~deposit account at Citibank, N.A., with Continental continuing to act as trustee, until the ~~proceeds~~earlier ~~derived~~of the consummation of the initial Business Combination or our liquidation. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and ~~the~~ Private Placement are no longer invested in U.S. government securities or money market funds invested in U.S. government securities.

WeThe ~~completed~~underwriters ~~our~~of the Initial Public Offering notified us of 20their intention to partially exercise the Over-Allotment Option on November 30,~~000~~ 2021. As such,~~000~~ on November 30, 2021, we consummated the sale of an additional (i) 1,240,488 Over-Allotment Units, ~~each~~at $10.00 per Over-Allotment Unit, ~~consisting~~and of(ii) ~~one~~165,398 ~~Public~~Private ~~Share~~Placement Warrants, at $1.50 per Private Placement Warrant, generating total gross proceeds of $12,404,880 and ~~one~~$248,097, respectively. The underwriters forfeited the balance of the Over-~~third~~Allotment Option. A total of ~~one~~$12,404,880 ~~Public~~of ~~Warrant~~the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds deposited into the Trust Account in connection with our Initial atPublic Offering to $10212,404,880.00 ~~per~~We ~~Unit~~incurred onadditional ~~October~~offering 19costs of $682,268 ~~2021~~in connection with the Over-Allotment Option (of which $434,171 was for deferred underwriting fees). On August 11, 2023 and August 14, 2023, the underwriters of the Initial Public Offering informed us of their decision to waive their rights to the deferred underwriting commission held in the Trust Account.

~~Certain~~Our ~~Institutional~~Management ~~Anchor~~has ~~Investors~~broad ~~that~~discretion ~~are~~with ~~not~~respect ~~affiliated~~to ~~with~~the ~~us,~~specific application of the ~~Legacy~~net ~~Sponsor,~~proceeds ~~our~~of ~~directors,~~the ~~officers~~Initial Public Offering and the sale of the Private Placement Warrants, oralthough ~~any~~substantially ~~member~~all of ~~our~~the ~~Management~~net proceeds are intended to be applied generally toward consummating ~~purchased~~a anBusiness ~~aggregate~~Combination. We will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of ~~20,000,000~~the ~~Units.~~outstanding ~~The~~voting ~~Units~~securities ~~were~~of ~~sold~~the attarget or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an ~~offering~~investment ~~price~~company ofunder ~~$10~~the Investment Company Act.00 ~~per~~There ~~Unit,~~is ~~generating~~no ~~gross~~assurance ~~proceeds~~that ~~of $200~~we ~~million~~will be able to successfully effect a Business Combination.

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 4,666,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to our Legacy Sponsor in the Private Placement, generating gross proceeds of $7 million. Concurrently with the closing of the Private Placement, the Institutional Anchor Investors paid the Legacy Sponsor $280,000 for the transfer of an aggregate of 186,667 Private Placement Warrants, which transfer will take place upon the closing of the initial Business Combination.21

~~The~~We ~~Institutional~~will ~~Anchor~~provide ~~Investors~~the ~~also~~Public ~~purchased~~Shareholders ~~equity~~with ~~interests~~the ofopportunity ~~the~~to ~~Legacy~~redeem ~~Sponsor~~all ~~equivalent~~or toa ~~1,547,727~~portion ~~Founder~~of their Public Shares ~~from~~upon the completion of a ~~Legacy~~Business ~~Sponsor~~Combination ateither ~~the~~(i) ~~original~~in ~~purchase~~connection ~~price~~with ofa ~~$0.004~~shareholder ~~per~~meeting ~~share.~~called ~~Following~~to approve the ~~approval~~Business Combination or (ii) by means of ~~the~~a ~~Founder~~tender ~~Share~~offer. ~~Amendment~~In ~~Proposal~~connection ~~at the~~with ~~2023~~a ~~EGM,~~proposed ~~the~~Business ~~Founder~~Combination, ~~Shares~~we may beseek ~~converted~~shareholder ~~into~~approval ~~Class~~of Aa ~~Ordinary~~Business ~~Shares~~Combination at a ~~any~~meeting ~~time~~called atfor ~~the~~such ~~election~~purpose ofat awhich ~~holder~~Public ofShareholders ~~Founder~~may ~~Shares or~~seek atto ~~the~~redeem ~~time~~their ofPublic ~~our~~Shares ~~initial~~without ~~Business~~voting, ~~Combination~~and onif athey ~~one-for-one basis~~do vote, ~~subject~~irrespective toof ~~adjustment~~whether asthey ~~provided~~vote infor ~~the~~or ~~Amended~~against ~~and~~a ~~Restated Charter~~Business Combination.

30If we seek shareholder approval of a Business Combination and do not conduct redemptions pursuant to the tender offer rules, our Amended and Restated Charter provides that, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Public Shares without our prior written consent.

~~Following~~In ~~the~~connection ~~closing~~with ofsuch ~~our~~vote, ~~Initial~~the Public ~~Offering~~Shareholders onwill ~~October~~be ~~19,~~entitled ~~2021,~~to anredeem ~~amount~~their ofPublic ~~$200,000,000~~Shares ~~($10.00~~for ~~per~~a ~~Unit)~~pro ~~from~~rata ~~the~~portion ~~net proceeds~~ of ~~the~~ ~~sale of~~ the ~~Units~~amount then in ~~our Initial Public Offering and~~ the ~~Private Placement was placed in the~~ Trust Account ~~located in the United States and shall be invested only in U~~($11.S.14 ~~government~~per ~~treasury~~share ~~obligations~~as ~~with a maturity~~ of ~~185~~December ~~days~~31, ~~or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act~~2024, ~~which~~net ~~invest~~of ~~only~~taxes inpaid ~~direct~~and Upayable).S. ~~government~~There ~~treasury~~will ~~obligations, as~~be ~~determined~~no byredemption ~~us. On October 19, 2023, we instructed Continental to liquidate the investments held in the Trust Account and instead~~rights toupon ~~hold~~ the ~~funds~~completion inof ~~the~~a ~~Trust~~Business ~~Account~~Combination ~~in an interest-bearing demand deposit account at Citibank, N.A.,~~ with ~~Continental~~respect ~~continuing~~ to ~~act~~ asWarrants. ~~trustee,~~These ~~until~~Class ~~the~~A ~~earlier~~Ordinary ofShares ~~the~~have ~~consummation~~been ofrecorded ~~the~~at ~~initial Business Combination or our liquidation. As~~ a ~~result, following~~redemption ~~the~~value ~~liquidation~~and ofclassified ~~investments~~as intemporary ~~the~~equity ~~Trust~~upon ~~Account,~~ the ~~remaining~~completion ~~proceeds~~of ~~from~~ the Initial Public Offering, ~~and Private Placement are no longer invested~~ in ~~U.S.~~accordance ~~government~~with ~~securities~~FASB orASC ~~money~~Topic ~~market~~480 ~~funds~~“Distinguishing Liabilities ~~invested~~from inEquity” ~~U.S.~~(“ASC ~~government securities~~480”).

~~The~~If ~~underwriters~~a ofshareholder ~~the~~vote ~~Initial~~is ~~Public~~not ~~Offering~~required ~~notified~~and uswe ofdo ~~their~~not ~~intention~~decide to ~~partially~~hold ~~exercise~~a ~~the~~shareholder ~~Over-Allotment~~vote ~~Option~~for onbusiness ~~November 30,~~or ~~2021.~~other Aslegal ~~such~~reasons, ~~on November 30, 2021,~~ we ~~consummated the sale of an additional (i) 1~~will,~~240,488~~ ~~Over-Allotment~~pursuant to ~~Units,~~our atAmended ~~$10.00 per Over-Allotment Unit,~~ and ~~(ii)~~Restated ~~165~~Charter,~~398~~ ~~Private~~offer ~~Placement~~such ~~Warrants,~~redemption atpursuant ~~$1.50~~to ~~per~~the ~~Private~~tender ~~Placement~~offer ~~Warrant,~~rules ~~generating total gross proceeds~~ of ~~$12,404,880 and $248,097, respectively. The underwriters forfeited~~ the ~~balance of the Over-Allotment Option. A total of $12~~SEC,~~404,880~~ ofand ~~the~~file ~~net~~tender ~~proceeds~~offer documents ~~was~~containing ~~deposited~~substantially ~~into~~ the ~~Trust~~same ~~Account,~~information ~~bringing~~as ~~the~~would ~~aggregate~~be ~~proceeds~~included ~~deposited into the Trust Account~~ in ~~connection~~a ~~with~~proxy ~~our~~statement ~~Initial Public Offering to $212,404,880. We incurred additional offering costs of $682,268 in connection~~ with the ~~Over-Allotment~~SEC ~~Option~~prior ~~(of which $434,171 was for deferred underwriting fees). On August 11, 2023 and August 14, 2023, the underwriters informed us of their decision~~ to ~~waive~~completing ~~their~~a ~~rights~~Business ~~to the deferred underwriting commission held in the Trust Account~~Combination.

~~Our~~Each ~~Management~~of ~~has~~our ~~broad~~Sponsors ~~discretion~~has ~~with~~agreed ~~respect~~(i) to ~~the~~vote ~~specific~~its ~~application~~Founder ofShares ~~the~~and ~~net~~any ~~proceeds~~Public ofShares purchased during or after the Initial Public Offering in ~~and~~favor ~~the sale~~ of ~~the~~a ~~Private~~Business ~~Placement Warrants~~Combination, ~~although~~(ii) ~~substantially~~not ~~all~~to ofpropose ~~the~~an ~~net~~amendment ~~proceeds~~to ~~are~~our ~~intended~~Amended toand beRestated ~~applied~~Charter ~~generally~~with ~~toward~~respect ~~consummating~~to our pre-Business Combination activities prior to the closing of a Business Combination. ~~Nasdaq~~unless ~~rules~~we provide ~~that~~dissenting Public Shareholders with the ~~Business~~opportunity to ~~Combination~~redeem ~~must~~their bePublic ~~with~~Shares ~~one~~in orconjunction ~~more~~with ~~target~~any ~~businesses~~such ~~that~~amendment; ~~together~~(iii) ~~have a~~not ~~fair~~to ~~market~~redeem ~~value~~any ~~equal~~Ordinary toShares at(including ~~least~~the ~~80%~~Founder Shares) ofinto the ~~balance~~right into receive cash from the Trust Account ~~(less~~in ~~any~~connection ~~taxes~~with ~~payable~~a onshareholder ~~interest~~vote ~~earned~~to onapprove ~~the~~a ~~Trust~~Business Combination ~~Account)~~(or atto ~~the~~sell ~~time~~any ofOrdinary ~~the~~Shares ~~signing~~in a ~~definitive~~tender ~~agreement~~offer toin ~~enter~~connection with a Business Combination. Weif ~~will~~we ~~only~~do ~~complete~~not aseek ~~Business~~shareholder ~~Combination~~approval in ifconnection therewith) or a vote to amend the ~~post-Business~~provisions ~~Combination~~of ~~company~~our ~~owns~~Amended orand ~~acquires~~Restated ~~50%~~Charter orrelating ~~more~~to shareholders’ rights of pre-Business ~~the~~Combination ~~outstanding~~activity ~~voting~~and ~~securities~~(iv) ofthat the ~~target~~Founder orShares ~~otherwise acquires~~shall anot ~~controlling~~participate ~~interest~~ in ~~the~~any ~~target~~liquidating ~~sufficient~~distributions ~~for~~upon itwinding up if a Business Combination is not toconsummated. beHowever, ~~required~~the toSponsors ~~register~~will asbe anentitled ~~investment~~to ~~company~~liquidating ~~under~~distributions from the ~~Investment~~Trust Account ~~Company~~with ~~Act.~~respect ~~There~~to isany noPublic ~~assurance~~Shares ~~that~~purchased weduring ~~will~~or beafter ~~able~~the toInitial ~~successfully~~Public ~~effect~~Offering aif we fail to complete our Business Combination.

WeIf ~~will~~we ~~provide~~are ~~the~~unable ~~Public~~to ~~Shareholders~~complete ~~with~~a ~~the~~Business ~~opportunity~~Combination toby ~~redeem~~April ~~all~~19, or2026, athe ~~portion~~end of ~~their~~the ~~Public~~Combination ~~Shares~~Period, ~~upon~~unless ~~the~~our ~~completion~~Combination ~~of a~~Period ~~Business~~is ~~Combination~~further ~~either~~extended, we will (i) incease ~~connection~~all ~~with~~operations aexcept ~~shareholder~~for ~~meeting called to approve~~ the ~~Business~~purpose ~~Combination~~of orwinding up, (ii) byas ~~means~~promptly as reasonably possible but ofno amore ~~tender~~than ~~offer.~~ten Inbusiness ~~connection~~days ~~with~~thereafter, aredeem ~~proposed~~the ~~Business~~Public ~~Combination~~Shares, weat ~~may~~a ~~seek~~per-share ~~shareholder~~price, ~~approval~~payable ofin acash, ~~Business~~equal ~~Combination~~to atthe aggregate amount athen ~~meeting~~on ~~called~~deposit ~~for~~in ~~such~~the ~~purpose~~Trust atAccount, ~~which~~including ~~Public~~interest ~~Shareholders~~earned ~~may~~on ~~seek~~the funds held in the Trust Account and not previously released to us ~~redeem~~to ~~their~~pay ~~Public~~taxes ~~Shares~~(less ~~without~~up ~~voting~~to $50,000 ~~and~~of ifinterest ~~they~~to ~~do vote~~pay dissolution expenses), ~~irrespective~~divided by the number of ~~whether~~then ~~they~~outstanding ~~vote~~Public ~~for~~Shares, which orredemption ~~against~~will acompletely ~~Business~~extinguish ~~Combination.~~Public WeShareholder’s ~~will~~rights ~~proceed~~as ~~with~~shareholders a(including ~~Business~~the ~~Combination~~right ~~only~~to ifreceive wefurther ~~have~~liquidation ~~net~~distributions, ~~tangible~~if ~~assets~~any), ofsubject atto ~~least~~applicable $5law,~~000,001~~ ~~either~~and ~~immediately~~(iii) ~~prior~~as topromptly oras ~~upon~~reasonably possible following such ~~closing~~redemption, subject to the approval of athe ~~Business~~remaining ~~Combination~~shareholders and our Board of Directors, ifproceed weto commence a voluntary liquidation and thereby ~~seek~~a ~~shareholder~~formal ~~approval~~dissolution of our Company, asubject ~~majority~~in each case to our obligations under Cayman Islands law to provide for claims of creditors and the ~~outstanding~~requirements ~~shares~~of ~~voted~~applicable ~~are~~law. ~~voted~~In inthe ~~favor~~event of such distribution, it is possible that the ~~Business~~per ~~Combination~~share value of the assets remaining available for distribution will be less than approximately $11.24 per Public Share (net of taxes paid or payable, as of March 31, 2025).

IfAs ~~we seek shareholder approval~~ of aMarch ~~Business~~31, ~~Combination~~2025 and doDecember ~~not~~31, ~~conduct~~2024, ~~redemptions~~we ~~pursuant~~held tocash ~~the~~of ~~tender offer rules~~$1,403 ~~our Amended~~ and ~~Restated~~$27,720, ~~Charter provides that a Public Shareholder~~respectively, ~~together~~and ~~with~~current ~~any~~liabilities ~~affiliate~~ of ~~such~~$6,747,220 ~~Public~~and $6,162,507, ~~Shareholder~~respectively. orFurther, ~~any~~we ~~other~~expect ~~person~~to ~~with whom~~continue ~~such~~to ~~shareholder~~incur issignificant ~~acting~~costs in ~~concert~~the orpursuit ~~as a “group” (as defined under Section 13~~ of ~~the~~our ~~Exchange~~initial ~~Act),~~Business ~~will be restricted~~Combination. ~~from~~We ~~seeking~~cannot ~~redemption~~assure ~~rights~~you ~~with~~that ~~respect~~our plans to ~~more~~complete ~~than~~ an ~~aggregate~~initial ofBusiness ~~15%~~Combination ofwill ~~the~~be ~~Public Shares without our prior written consent~~successful.

InRecent connection with such vote, the Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($11.01 per share as of September 30, 2024, net of taxes paid and payable). There will be no redemption rights upon the completion of a Business Combination with respect to Warrants. These Class A Ordinary Shares have been recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with ASC 480.Developments

Between March 31, 2025 through the date of this Report, we have drawn an additional $85,518 on the 2024 Promissory Note. The total aggregate outstanding balance on the 2024 Promissory Note is $1,466,537.

IfOn aMarch ~~shareholder~~5, ~~vote~~2025, isThe ~~not~~Nasdaq ~~required~~Stock ~~and~~Market weLLC do(“Nasdaq”) ~~not~~filed ~~decide to hold~~ a ~~shareholder~~Form ~~vote~~25-NSE ~~for~~to ~~business~~delist orour ~~other~~securities ~~legal~~from ~~reasons,~~Nasdaq. ~~we will, pursuant~~Our toClass ~~our~~A ~~Amended~~Ordinary ~~and~~Shares, ~~Restated~~Public ~~Charter~~Warrants, ~~offer~~and ~~such~~Units ~~redemption~~are ~~pursuant~~quoted toon the ~~tender~~OTC ~~offer~~Pink ~~rules~~Market ofunder the ~~SEC~~symbols “CDAQF,” “CDAWF” and ~~file~~“CDAUF,” ~~tender~~respectively. ~~offer~~We ~~documents containing~~remain ~~substantially~~a ~~the~~reporting ~~same~~entity ~~information~~under asthe ~~would~~Exchange beAct ~~included in a proxy statement~~ with ~~the~~respect ~~SEC~~to continued ~~prior~~disclosure toof ~~completing~~financial aand ~~Business~~operational ~~Combination~~information..

~~Each~~On ofApril ~~our~~16, ~~Sponsors~~2025, ~~has~~we ~~agreed~~held ~~(i)~~the to2025 ~~vote~~EGM ~~its Founder Shares~~ and ~~any~~our ~~Public~~shareholders ~~Shares~~approved ~~purchased during or after the Initial Public Offering in favor of a Business Combination;~~ (iii) ~~not~~the to2025 ~~propose~~Extension anAmendment ~~amendment~~Proposal to ~~our Amended and Restated Charter with respect to our pre-Business Combination activities prior to~~ the ~~closing of a Business~~ Combination ~~unless~~Period from weApril ~~provide~~19, ~~dissenting~~2025 ~~Public Shareholders with the opportunity~~ to ~~redeem~~April ~~their~~19, ~~Public~~2026 ~~Shares~~and ~~in conjunction with any such amendment;~~ (~~iii~~ii) ~~not~~ to ~~redeem~~eliminate ~~any Ordinary Shares (including~~ the ~~Founder Shares)~~limitation ~~into~~that the ~~right~~Company tomay ~~receive~~not ~~cash~~redeem ~~from~~ the ~~Trust~~Public ~~Account~~Shares ~~in connection with a shareholder vote~~ to ~~approve~~the ~~a Business Combination~~extent ~~(or~~that tosuch ~~sell~~redemption ~~any~~would ~~Ordinary~~result ~~Shares~~ in ~~a tender offer in connection with a Business Combination if we do not seek shareholder approval in connection therewith) or a vote to amend~~ the ~~provisions~~Company ofhaving ~~our~~net ~~Amended~~tangible ~~and~~assets ~~Restated Charter relating to shareholders’ rights~~ of ~~pre-Business~~ ~~Combination~~less ~~activity;~~than ~~and~~$5,000,001 (~~iv) that~~ the ~~Founder~~“Redemption ~~Shares shall not participate~~ Limitation”) in ~~any~~order ~~liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsors will be entitled~~ to ~~liquidating~~allow ~~distributions from~~ the ~~Trust~~Company ~~Account with respect~~ to ~~any~~redeem Public Shares ~~purchased~~irrespective ~~during~~of orwhether ~~after~~such ~~the~~redemption ~~Initial~~would ~~Public~~exceed ~~Offering~~the ifRedemption ~~we fail to complete our Business Combination~~Limitation.

IfSponsor we are unable to complete a Business Combination by December 19, 2024, or April 19, 2025 if all four (4) monthly extensions pursuant to the Second Extension Amendment Proposal are used, the end of the Combination Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes (less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholder’s rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and our Board of Directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of our Company, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of applicable law. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $11.01 per Public Share (as of September 30, 2024).Handover

AsOn ofAugust ~~September~~ 30, ~~2024~~2023, our Sponsors entered into the Sponsor Purchase Agreement, and ~~December~~on August 31, 2023, weour ~~held~~Sponsors ~~cash~~consummated the Sponsor Handover. Pursuant to the terms of ~~$33,544~~the ~~and~~Sponsor ~~$44,046,~~Purchase ~~respectively~~Agreement, ~~and~~at ~~current~~the ~~liabilities~~Sponsor ofHandover: $5(i) the Legacy Sponsor transferred 3,~~537~~093,~~087~~036 Founder Shares and ~~$860~~4,~~274~~645,398 ~~respectively.~~Private ~~Further,~~Placement weWarrants ~~expect~~to our Sponsor; (ii) our Sponsor agreed to ~~continue~~cause us to ~~incur~~pay ~~significant~~an ~~costs~~aggregated amount of $300,000 in cash consideration upon closing of the ~~pursuit~~Business Combination at the Legacy Sponsor’s direction to entities or accounts as directed by the Legacy Sponsor (including the repayment of $125,000 under the 2021 Promissory Note); (iii) our ~~initial~~Sponsor ~~Business~~entered ~~Combination~~into the Registration Rights Agreement Joinder; (iv) the Legacy Sponsor assigned the Administrative Services Agreement to our Sponsor; (v) Neemuchwala, Burhan Jaffer, Satish Gupta, Steven Freiberg, Deborah C. Hopkins and Bill Owens (collectively, our “Prior Directors Weand ~~cannot~~Officers”) ~~assure~~resigned, ~~you~~and ~~that~~each member of our ~~plans~~management toteam ~~complete~~was anappointed ~~initial~~by ~~Business~~our ~~Combination~~Sponsor; ~~will~~and be(vi) ~~successful~~we entered into a letter agreement amendment with the Sponsors and the Prior Directors and Officers.

On January 24, 2024, the SEC adopted the 2024 SPAC Rules, which became effective on July 1, 2024. The 2024 SPAC Rules require, among other matters, (i) additional disclosures relating to SPAC business combination transactions; (ii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial public offerings and business combination transactions; (iii) additional disclosures regarding projections included in SEC filings in connection with proposed business combination transactions; and (iv) the requirement that both the SPAC and its target company be co-registrants for business combination registration statements. In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its management team in furtherance of such goals. The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto.22

32Extensions of our Combination Period

~~Sponsor~~We ~~Handover~~initially had until October 19, 2023, 24 months from the closing of the Initial Public Offering, to consummate our initial Business Combination.

On ~~August~~October 3019, 2023, ~~the~~we ~~Legacy~~held ~~Sponsor and~~ the ~~New~~2023 ~~Sponsor entered into the Sponsor Purchase Agreement~~EGM, ~~and~~at onwhich ~~August~~our ~~31,~~shareholders ~~2023,~~approved the ~~Legacy Sponsor~~Charter ~~and~~Amendment ~~the~~Proposals. ~~New~~In ~~Sponsor~~connection ~~consummated~~with the ~~Sponsor Handover. Pursuant~~ vote to ~~the~~approve ~~terms of~~ the ~~Sponsor~~Charter ~~Purchase~~Amendment ~~Agreement~~Proposals, atPublic ~~the~~Shareholders ~~Sponsor Handover:~~holding ~~(i) the Legacy Sponsor transferred 3~~16,~~093~~045,~~036~~860 ~~Founder~~Public Shares ~~and~~(after ~~4,645,398~~giving ~~Private~~effect ~~Placement Warrants~~ to ~~the~~withdrawals of ~~New Sponsor; (ii~~redemptions) ~~New~~ ~~Sponsor~~exercised ~~agreed~~their toright ~~cause us~~ to ~~pay~~redeem ansuch ~~aggregated~~Public ~~amount~~Shares offor ~~$300,000 in~~ cash ~~consideration upon closing of the Business Combination~~ at ~~the~~a ~~Legacy~~redemption ~~Sponsor’s~~price ~~direction to entities or accounts as directed by the Legacy Sponsor (including the repayment~~ of ~~the~~approximately $125,000 balance of the note payable to the Legacy Sponsor); (iii) New Sponsor entered into the Registration Rights Agreement Joinder; (iv) the Legacy Sponsor assigned the Administrative Services Agreement to the New Sponsor; (v) all Prior Directors and Officers resigned, and Daniel J10.54 ~~Hennessy,~~per ~~Thomas D. Hennessy, Anna Brunelle, Kirk Hovde, Matt Schindel and M. Joseph Beck were appointed as directors and Thomas~~Public ~~D. Hennessy and Nick Geeza were appointed as our Chief Executive Officer and our Chief Financial Officer~~Share, ~~respectively;~~for ~~and~~an ~~(vi)~~aggregate weredemption ~~entered into~~amount the Letter Agreement Amendment with the Legacy Sponsor, the New Sponsor and the Prior Directors and Officers, pursuant to which the New Sponsor became a party to the Letter Agreement and all Founder Shares and Private Placement Warrants transferred to the New Sponsor remain subject to the terms of ~~the~~approximately ~~Letter Agreement~~$169.1 ~~Immediately~~million ~~following~~in the ~~Sponsor~~2023 Handover, the Legacy Sponsor retained 2,217,086 Founder Shares and 186,667 Private Placement Warrants, which Private Placement Warrants will be transferred to the Institutional Anchor Investors upon the closing of the initial Business CombinationRedemptions.

On ~~March~~July 2918, 2024, we ~~entered~~held ~~into~~ the ~~Letter~~2024 ~~Agreement~~EGM ~~Joinder~~to ~~for~~approve, ~~$110~~among other things,~~000~~ the 2024 Extension Amendment Proposal. In connection with ~~each~~the ofvote ~~our~~to ~~current~~approve ~~directors~~the ~~and~~2024 ~~officers~~Extension Amendment Proposal, ~~which~~Public isShareholders ~~effective~~holding as2,713,143 Public Shares (after giving effect to withdrawals of ~~the~~redemptions) ~~Sponsor~~exercised ~~Handover~~their onright ~~August~~to 31redeem such Public Shares for cash at a redemption price of approximately $10.92 per Public Share, ~~2023~~for an aggregate redemption amount of approximately $29.6 million in the 2024 Redemptions.

~~Extension~~On April 16, 2025, the Company held the 2025 EGM and the shareholders of ~~Our~~the Company approved (i) the 2025 Extension Amendment Proposal to the Combination Period from April 19, 2025 to April 19, 2026 and (ii) to eliminate the Redemption Limitation. In connection with the vote to approve the 2025 Extension Amendment Proposal, Public Shareholders holding 2,370,619 Public Shares (after giving effect to withdrawals of redemptions) exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result of the 2025 Redemptions, approximately $26.7 million (approximately $11.25 per share) was removed from the Trust Account to pay such holders.

We ~~initially~~may ~~had~~seek ~~until~~to ~~October~~further ~~19,~~extend ~~2023,~~the orCombination 24Period ~~months~~consistent ~~from~~with ~~the~~applicable ~~closing~~laws ofand ~~the~~regulations ~~Initial~~by ~~Public~~amending ~~Offering, to consummate~~ our ~~initial~~Amended ~~Business~~and Restated ~~Combination~~Charter. OnSuch ~~October~~an ~~19,~~amendment ~~2023,~~would werequire ~~held~~ the ~~2023~~approval ~~EGM,~~of ~~at which~~ our ~~shareholders~~Public ~~approved~~Shareholders, ~~the~~who ~~Charter~~will ~~Amendment~~be ~~Proposals.~~provided ~~In connection with~~ the ~~vote~~opportunity to ~~approve~~redeem ~~the~~all or ~~Charter~~a ~~Amendment~~portion ~~Proposals,~~of ~~Public Shareholders~~their ~~holding 16,045,860~~ Public Shares ~~(after~~in ~~giving~~connection ~~effect~~with tothe ~~withdrawals~~vote ofon ~~redemptions) exercised their right to redeem~~ such ~~shares~~ ~~for~~approval. aSuch ~~pro~~redemptions ~~rata~~will ~~portion~~decrease of the ~~funds~~amount held in ~~the~~ our Trust Account. Asand aour ~~result~~capitalization. ofSee the ~~2023~~2025 ~~Redemptions,~~Proxy ~~approximately~~Statement ~~$169.1~~for ~~million~~additional ~~(approximately $10.54~~information ~~per~~about ~~share) was removed from~~ the ~~Trust~~further ~~Account~~extension toof ~~pay~~our ~~such holders~~Combination Period.

~~Founder~~Business ~~Share~~Combination ~~Conversion~~with EEW

On ~~October~~September 195, ~~2023~~2024, ~~following the approval of the Founder Share Amendment Proposal at the 2023 EGM,~~ we ~~issued~~entered aninto ~~aggregate of 600,000 Class A Ordinary Shares to~~ the ~~Sponsors~~Business ~~upon~~Combination ~~the~~Agreement ~~conversion of an equal number of Class B Ordinary Shares held by the Sponsors as Founder Shares. The 600,000 Class A Ordinary Shares issued in connection~~ with the ~~2023~~Purchaser ~~Founder Share Conversion are subject to the same restrictions as applied to the Class B Ordinary Shares before the 2023 Founder Share Conversion~~Representative, ~~including the Sponsors’ agreement not to transfer~~EEW, ~~assign or sell any of its Founder Shares until~~ the ~~earlier to occur of: (i) one year after the completion of a Business Combination or (ii) the date on which we complete a liquidation~~Sellers, ~~merger, capital share exchange or similar transaction that results in our shareholders having~~ the ~~right to exchange their Ordinary Shares~~Seller ~~for~~Representative ~~cash~~and, ~~securities~~upon orexecution ~~other property. Notwithstanding the foregoing, if the last reported sale price~~ of ~~the~~joinders ~~Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits~~thereto, ~~share~~Pubco ~~dividends, reorganizations, recapitalizations~~ and ~~the~~ ~~like)~~Merger ~~for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up~~Sub.

~~Recent~~Pursuant ~~Developments~~to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the Closing, (a) Merger Sub will merge with and into our Company, with our Company continuing as the surviving entity, and as a result of the Merger, (i) we shall become a wholly-owned subsidiary of Pubco, and (ii) each issued and outstanding security of our Company immediately prior to the Effective Time (as defined in the Business Combination Agreement) shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco, (b) Pubco shall acquire all of EEW Ordinary Shares from the Sellers in exchange for newly issued ordinary shares of Pubco, par value $0.0001 per share, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the applicable provisions of the Companies Act and the laws of England and Wales, and any outstanding convertible securities of EEW will be terminated; and (c) as a result of the Transactions, our Company and EEW each will become a wholly-owned subsidiary of Pubco, and Pubco will become a publicly traded company upon the Closing.

Between July 15, 2024 and July 18, 2024, we entered into the 2024 Non-Redemption Agreements with the New Sponsor and unaffiliated third-party investors in exchange for such investors agreeing not to redeem an aggregate of 2,475,000 Public Shares in connection with the vote to approve the Second Extension Amendment Proposal at the 2024 EGM. In exchange for these commitments not to redeem the such Public Shares, the New Sponsor agreed to transfer to such investors an aggregate of (i) 412,498 Founder Shares for the first five (5) months of the extension of the Combination Period from July 19, 2024 to December 19, 2024 and (ii) 82,498 Founder Shares per month, for each month of the extension of the Combination Period from December 19, 2024 until April 19, 2025, as needed. The Founder Shares to be transferred to such investors pursuant to the 2024 Non-Redemption Agreements are held by the New Sponsor and are to be transferred in connection with the closing of the Business Combination. In connection with our entry into the 2024 Non-Redemption Agreements, we agreed that, in the event of the liquidation of the Trust Account, we will only utilize up to $50,000 of funds from the accrued interest of the Trust Account to pay any dissolution expenses if we do not effect a Business Combination prior to the end of the Combination Period.23

33For a full description of the Business Combination Agreement and the proposed Transactions, please see Item 1. “Business”.

OnResults July 18, 2024, we held the 2024 EGM to approve, among other things, the Second Extension Amendment Proposal. In connection with the vote to approve the Second Extension Amendment Proposal, Public Shareholders holding 2,713,143 Public Shares (after giving effect to withdrawals of redemptions) exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result of the 2024 Redemptions, approximately $29.6 million (approximately $10.92 per share) was removed from the Trust Account to pay such holders.Operations

OnOur ~~July~~entire 24activity from inception up to March 31, ~~2024~~2025, inrelates ~~connection~~to ~~with~~our formation, Initial Public Offering, the ~~2024~~search ~~EGM~~for a target business and the ~~2024~~consummation ~~Redemptions~~of an initial Business Combination, such as the ~~Sponsors~~Transactions ~~also~~with ~~converted~~EEW. anWe ~~aggregate~~will not be generating any operating revenues until the closing and completion of 2our initial Business Combination,~~600,000~~ ~~Founder Shares~~at onthe aearliest. ~~one~~We generate non-~~for-one~~operating ~~basis~~income ~~into~~in ~~Class~~the Aform ~~Ordinary~~of interest ~~Shares~~income on cash and ~~waived~~cash ~~any~~equivalents ~~right~~or toinvestments ~~receive~~from ~~funds~~the proceeds derived from the ~~Trust~~Initial ~~Account~~Public ~~with~~Offering ~~respect to~~and the ~~Class~~Private Placement, Awhich ~~Ordinary~~are ~~Shares~~partially ~~received~~offset ~~upon~~by ~~such~~operating ~~conversion~~expenses and ~~acknowledged~~related ~~that~~party ~~such~~administrative ~~shares~~expenses. ~~will~~We beincur ~~subject~~increased toexpenses ~~all~~as a result of ~~the~~being ~~restrictions applicable~~a topublic ~~the~~company ~~original~~(for ~~Founder~~legal, ~~Shares~~financial ~~under~~reporting, ~~the~~accounting ~~terms~~and ofauditing ~~the~~compliance), ~~Letter~~as ~~Agreement~~well as for due diligence expenses.

OnFor ~~September~~the 5three months ended March 31, ~~2024~~2025, we ~~entered~~had ~~into~~a ~~the~~net ~~Business~~loss ~~Combination~~of ~~Agreement~~$483,071, ~~with~~consisting ~~the~~of ~~New Sponsor~~$490,342 in ~~the~~loss ~~capacity~~from asoperations, ~~the~~of ~~representative from~~which ~~and~~$460,342 ~~after~~were ~~the~~operating ~~Closing~~expenses, ~~for~~including ~~the~~$30,000 ~~shareholders~~ of ~~the~~administrative ~~Company,~~expenses ~~(ii)~~with ~~upon~~related ~~execution~~party, ofoffset by a ~~joinder~~change ~~thereto,~~in ~~Pubco,~~fair ~~(iii)~~value of ~~upon~~derivative ~~execution~~warrant liabilities of ~~a joinder thereto~~$123, ~~Merger Sub~~886, ~~(iv)~~change ~~EEW,~~in ~~(v)~~fair ~~the~~value ~~Sellers,~~of ~~and~~non-redemption ~~(vi)~~liability ~~E.E.W.~~of ~~Global Holding Limited~~$111,374 inand ~~the~~interest ~~capacity~~earned ~~as the representative~~on ~~for~~cash ~~the~~held ~~Sellers~~ in ~~accordance with~~ the ~~terms~~Trust ~~and~~Account ~~conditions~~ of ~~the~~$242,531 ~~Business Combination Agreement~~.

~~Pursuant~~For to the ~~Business~~three ~~Combination~~months ~~Agreement,~~ended ~~subject~~March ~~to the terms and conditions set forth therein~~31, ~~at the Closing~~2024, ~~(a)~~we ~~Merger~~had ~~Sub will merge with and into the Company, with the Company continuing as the surviving entity, as~~ a ~~result~~net ofloss ~~which, (i) the Company shall become a wholly-owned subsidiary~~ of ~~Pubco~~$113,190, ~~and~~consisting ~~(ii) each issued and outstanding security~~ of ~~the Company immediately prior to the Effective Time (as defined in the Business Combination Agreement) shall no longer be outstanding and shall automatically be cancelled~~$237,696 in ~~exchange~~loss ~~for the~~from ~~right of the holder thereof to receive a substantially equivalent security of Pubco~~operations, ~~and (b) Pubco shall acquire~~ all of ~~the~~which ~~issued~~were ~~and~~operating ~~outstanding~~expenses, ~~ordinary~~including ~~shares~~$30,000 of ~~EEW~~administrative ~~from~~expenses ~~the~~with ~~Sellers~~related ~~in exchange for Pubco ordinary shares~~party, ~~all~~offset ~~upon~~by ~~the~~a ~~terms~~change ~~and subject to the conditions set forth~~ in ~~the~~fair ~~Business~~value ~~Combination Agreement and in accordance with the applicable provisions~~ of ~~the~~derivative ~~Companies Act (Revised)~~warrant ofliabilities ~~the Cayman Islands and the laws~~ of ~~England and Wales~~$507,461, and ~~any~~interest ~~outstanding~~earned ~~convertible~~on ~~securities~~cash ofheld ~~EEW~~in ~~will be terminated; and (c) as a result of such Transactions,~~ the ~~Company~~Trust ~~and~~Account ~~EEW each will become a wholly-owned subsidiary~~ of ~~Pubco~~$631, ~~and Pubco will become a publicly traded company upon the Closing~~967.

~~Results~~Factors That May Adversely Affect our Results of Operations

Our ~~entire~~results ~~activity~~of ~~from~~operations ~~inception~~and upour ability to ~~September~~complete ~~30,~~an ~~2024~~initial ~~relates~~Business toCombination ~~our~~may ~~formation,~~be ~~Initial~~adversely ~~Public~~affected ~~Offering,~~by various factors that could cause economic uncertainty and ~~the~~volatility ~~search~~in ~~for~~the afinancial ~~target business~~markets, ~~with~~many of which are beyond our control. Our results of operations and our ability to consummate ana ~~initial~~ Business Combination. Wecould ~~will~~be ~~not~~impacted beby, ~~generating~~among ~~any~~other ~~operating~~things, ~~revenues~~downturns ~~until~~in the ~~closing and~~financial ~~completion~~markets ofor ~~our~~in ~~initial~~economic conditions, ~~Business~~increases ~~Combination,~~in atoil ~~the~~prices, ~~earliest.~~inflation, Wefluctuations ~~generate~~in ~~non-operating~~interest ~~income~~rates, increases in ~~the~~tariffs, ~~form~~supply ofchain ~~interest~~disruptions, ~~income~~declines onin ~~cash~~consumer confidence and ~~cash~~spending, ~~equivalents~~public orhealth ~~investments~~considerations, ~~from~~and ~~the~~geopolitical ~~proceeds~~instability, ~~derived~~such ~~from~~as the ~~Initial~~military ~~Public~~conflicts ~~Offering~~in Ukraine and ~~Private~~the ~~Placement,~~Middle ~~which~~East. ~~are partially~~We ~~offset~~cannot byat ~~operating~~this ~~expenses~~time ~~and~~predict ~~related~~the ~~party~~likelihood ~~administrative~~of ~~expenses.~~one Weor ~~incur~~more ~~increased~~of ~~expenses~~the asabove aevents, ~~result~~their ofduration ~~being~~or amagnitude or ~~public~~the ~~company~~extent ~~(for~~to ~~legal,~~which ~~financial~~they ~~reporting,~~may ~~accounting~~negatively ~~and~~impact ~~auditing~~our ~~compliance),~~business asand ~~well~~our asability ~~for~~to ~~due~~complete ~~diligence~~an ~~expenses~~initial Business Combination.

~~For the three months ended September 30~~Liquidity, ~~2024, we had a net loss of $4,568,210, consisting~~ ofCapital ~~$4,944,155 loss~~Resources ~~from operations, all of which were operating expenses, including $30,000 of administrative expenses with related party, $4,076,270 in non-redemption expense~~ and aGoing ~~change in fair value of derivative warrant liabilities of $13,103, offset by interest earned on cash held in the Trust Account of $389,048.~~Concern

~~For~~As ~~the~~of ~~nine~~March ~~months ended September 30~~31, ~~2024~~2025, we had $1,403 in our operating bank account and a ~~net~~working ~~loss~~capital deficit of $42,~~205~~572,~~940~~223. To date, ~~consisting~~our liquidity needs have been satisfied through (i) a payment of $525,~~727,957 loss~~000 from ~~operations,~~the ~~all~~Legacy ofSponsor ~~which~~to ~~were~~cover ~~operating~~certain expenses, ~~including~~on our behalf in exchange for ~~$90,000~~the issuance of ~~administrative~~the ~~expenses~~Founder ~~with~~Shares, ~~related~~(ii) ~~party,~~a loan of approximately $4195,~~076,270~~000 inpursuant ~~non-redemption~~to ~~expense~~the ~~and~~IPO aPromissory ~~change~~Note inissued ~~fair~~to ~~value~~an affiliate of ~~derivative warrant~~the ~~liabilities~~Legacy ~~of $138~~Sponsor,~~182,~~ ~~offset~~(iii) bythe ~~interest~~net ~~earned~~proceeds onfrom ~~cash~~the consummation of the Private Placement not held in the Trust Account, of(iv) $1borrowings under the 2021 Promissory Note,~~660,199~~ (v) the Polar Capital Investment and (vi) borrowings under the 2024 Promissory Note.

~~For~~IPO ~~the~~Promissory three months ended September 30, 2023, we had net income of $2,009,138, consisting of $594,934 loss from operations, and a loss due to a change in fair value of derivative warrant liabilities of $850,533 and offset by interest earned on marketable securities held in the Trust Account of $2,856,382, gain on settlement of professional legal fees of $351,409 and gain on settlement of deferred underwriting fees of $246,814.Note

~~For~~Prior to the ~~nine~~closing ~~months~~of ~~ended~~our ~~September~~Initial ~~30,~~Public ~~2023~~Offering, wean ~~had~~affiliate ~~net~~of ~~income~~the ofLegacy ~~$5,410,558,~~Sponsor ~~consisting~~loaned us an aggregate of up to $1250,~~246,968~~000 ~~loss~~under ~~from~~the IPO ~~operations,~~Promissory ~~and~~Note. aSuch ~~loss due~~loans toand aadvances ~~change~~were innon-interest ~~fair~~bearing ~~value~~and ofpayable ~~derivative~~on ~~warrant~~the ~~liabilities~~earlier of $1December 31,~~670,094~~ ~~and~~2021 ~~offset~~or bythe ~~interest~~completion of ~~earned~~our onInitial ~~marketable~~Public ~~securities held~~Offering. inThe ~~the~~loans ~~Trust Account~~ of $7195,~~729,397,~~000 ~~gain~~were onfully ~~settlement~~repaid upon the consummation of ~~professional~~our ~~legal~~Initial ~~fees~~Public ofOffering ~~$351~~on October 19,~~409~~ ~~and~~2021. ~~gain~~No onadditional ~~settlement~~borrowing ofis ~~deferred underwriting~~available ~~fees~~under ofthe ~~$246,814~~IPO Promissory Note.

~~Factors~~Working ~~That~~Capital ~~May Adversely Affect Our Results of Operations~~Loans

~~Our~~In ~~results~~order ofto ~~operations~~finance ~~and~~transaction ~~our~~costs ~~ability~~in toconnection ~~complete~~with ana ~~initial~~ Business Combination, ~~may~~holders beof ~~adversely~~our ~~affected~~Founder byShares ~~various~~prior ~~factors~~to ~~that~~our ~~could~~Initial Public ~~cause~~Offering ~~economic~~(the ~~uncertainty~~“Initial ~~and~~Shareholders”), ~~volatility~~the inSponsors or an affiliate of the ~~financial~~Initial ~~markets~~Shareholders or Sponsors, ~~many~~or certain of our ~~which~~Prior ~~are~~Directors ~~beyond~~and ~~our~~Officers ~~control.~~or ~~Our~~current ~~business~~directors ~~could~~and beofficers ~~impacted by~~may, ~~among~~but ~~other~~are ~~things~~not obligated to, ~~downturns~~provide inus ~~the~~Working ~~financial~~Capital ~~markets~~Loans. orSuch Working inCapital ~~economic~~Loans ~~conditions,~~would ~~increases~~be inevidenced ~~oil~~by ~~prices,~~promissory ~~inflation,~~notes. ~~increases~~The innotes would either be repaid upon consummation of a Business Combination, without interest, ~~rates~~or, ~~supply~~at ~~chain~~the ~~disruptions~~lender’s discretion, ~~declines~~up into ~~consumer~~$1,500,000 ~~confidence~~of ~~and~~notes ~~spending,~~may ~~public~~be ~~health~~converted ~~considerations,~~upon ~~and~~consummation ~~geopolitical instability,~~of ~~such~~a asBusiness ~~the~~Combination into ~~military~~warrants ~~conflicts~~at ina ~~Ukraine~~price ~~and~~of ~~the~~$1.50 ~~Middle~~per ~~East~~warrant. WeSuch ~~cannot~~warrants atwould ~~this~~be ~~time~~identical ~~predict~~to the ~~likelihood~~Private ofPlacement ~~one~~Warrants. orIn ~~more~~the event that ofa ~~the~~Business ~~above~~Combination ~~events~~does not close, ~~their~~we ~~duration~~may oruse ~~magnitude~~a orportion of proceeds held outside the ~~extent~~Trust Account to ~~which~~repay ~~they~~the ~~may~~Working ~~negatively~~Capital ~~impact~~Loans, but ~~our~~no ~~business~~proceeds ~~and~~held ~~our~~in ~~ability~~the Trust Account would be used to ~~complete an~~repay ~~initial~~the ~~Business~~Working ~~Combination~~Capital Loans.

342021 Promissory Note

~~Liquidity,~~On December 30, 2021, there was a written agreement put in place for the 2021 Working Capital ~~Resources~~Loan when we issued the 2021 Promissory Note, an unsecured promissory note in the principal amount of up to $1,000,000 to GCG, an affiliate of our Legacy Sponsor. The 2021 Promissory Note bears no interest and ~~Going~~is ~~Concern~~repayable in full upon consummation of the initial Business Combination. GCG has the option to convert any unpaid balance of the 2021 Promissory Note into 2021 Note Warrants to purchase one share of Class A Ordinary Shares equal to the principal amount of the 2021 Promissory Note so converted divided by $1.50. The terms of any such 2021 Note Warrants will be identical to the terms of the Private Placement Warrants. As of March 31, 2025 and December 31, 2024, we had borrowed an aggregate of $125,000 under the 2021 Promissory Note.

~~As of September 30,~~ 2024~~, we had $33,544 in our operating bank account and a working capital deficit of $5,479,910. To date, our liquidity~~ needs have been satisfied through (i) a payment of $25,000 from the Legacy Sponsor to cover certain expenses on our behalf in exchange for the issuance of the Founder Shares, (ii) a loan of approximately $195,000 pursuant to the IPO Promissory Note issued to an affiliate of the Legacy Sponsor, (iii) the net proceeds from the consummation of the Private Placement not held in the Trust Account, (iv) the Polar Capital Investment and (v) the Legacy Working Capital Loans. We fully repaid the IPO Promissory Note on October 19, 2021. No additional borrowing is available under the IPO Promissory Note.

InOn ~~order~~November ~~to finance transaction costs in connection with a Business Combination~~21, ~~the Sponsors~~2024, ~~affiliates~~there ofwas ~~the~~a ~~Sponsors,~~written oragreement ~~the~~put ~~Prior Officers~~in ~~and~~place ~~Directors~~for ~~or current directors or officers may, but are not obligated to, provide us~~ the ~~Legacy~~2024 Working Capital ~~Loans.~~Loan ~~On December~~when ~~30, 2021,~~ we issued the ~~WCL~~2024 Promissory Note~~, an unsecured promissory note~~ in the aggregate principal amount of up to $12,~~000~~500,000 to ~~GCG, an~~the ~~affiliate of our Legacy~~ Sponsor. The ~~WCL~~2024 Promissory Note bears no interest and is repayable in full upon ~~consummation~~the earlier of (i) the date on which we consummate an initial Business Combination. ~~GCG~~and ~~has~~(ii) the ~~option~~date of our liquidation. If, prior to ~~convert~~the ~~any~~Business ~~unpaid~~Combination, the principal balance of the ~~WCL~~2024 Promissory Note ~~into~~has ~~WCL~~not ~~Warrants~~been topaid ~~purchase~~in ~~one~~full, ~~share~~then, at the Sponsor’s ofoption ~~Class~~and Asubject ~~Ordinary~~to ~~Shares~~certain ~~equal~~conditions, up to $1,375,000 of the unpaid principal amount of the ~~WCL~~2024 Promissory Note somay be converted ~~divided~~into bythe 2024 Note Warrants to purchase Class A Ordinary Shares at a conversion price of $1.50. ~~The~~per ~~terms~~2024 ofNote ~~any~~Warrant. ~~such~~The ~~WCL~~2024 Note Warrants ~~will~~shall be identical to the ~~terms~~Private ofPlacement ~~the~~Warrants. ~~Private~~The ~~Placement~~2024 Note Warrants and their underlying securities are entitled to the registration rights set forth in the 2024 Promissory Note. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, wethere ~~have borrowed~~was an$1,381,019 ~~aggregate of~~ and $~~125~~1,115,000, respectively, outstanding under the ~~WCL~~2024 Promissory Note.

On September 6, 2023, we entered into the Polar Subscription Agreement with Polar and the New Sponsor, pursuant to which Polar agreed to make the Polar Capital Investment to us of up to $1,500,000. As of September 30, 2024, we had drawn $1,250,000 under the Polar Capital Investment that was fair valued at $227,273. For more information on the Polar Subscription Agreement and Polar Capital Investment, see “Investor Subscription Agreement” below.24

OnPolar ~~October~~Capital 19, 2023, we instructed Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at Citibank, N.A., with Continental continuing to act as trustee, until the earlier of the consummation of our initial Business Combination or our liquidation. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and Private Placement are no longer invested in U.S. government securities or money market funds invested in U.S. government securities.Investment

~~Based~~On onSeptember ~~the~~6, ~~foregoing~~2023, we ~~believe~~entered ~~that~~into wethe ~~may~~Polar ~~not~~Subscription ~~have~~Agreement ~~sufficient~~with ~~working~~Polar ~~capital~~and the Sponsor, pursuant to ~~meet~~which ~~our~~Polar ~~needs~~agreed ~~through~~to make the ~~consummation~~Polar ofCapital aInvestment ~~Business Combination.~~to ~~Over~~us ~~this~~of ~~period,~~up weto ~~will~~$1,500,000. beAs ~~using~~of ~~these~~March ~~funds~~31, ~~for~~2025 ~~paying~~and ~~existing~~December ~~accounts~~31, ~~payable~~2024, ~~operating~~we ~~costs,~~had ~~identifying~~drawn $1,250,000 and ~~evaluating~~$500,000 ~~prospective~~under ~~initial~~the ~~Business~~Polar ~~Combination~~Capital ~~candidates~~Investment, ~~performing~~respectively, ~~due~~that ~~diligence~~was onfair ~~prospective~~valued ~~target~~at ~~businesses~~$227,273 ~~paying~~and ~~for travel expenditures~~$90, ~~selecting~~909, ~~the~~respectively. ~~target~~For ~~business~~more toinformation ~~merge~~on the ~~with~~Polar orSubscription ~~acquire,~~Agreement and ~~structuring,~~Polar ~~negotiating~~Capital ~~and~~Investment, ~~consummating~~see ~~the~~“Investor ~~Business~~Subscription ~~Combination~~Agreement” below.

InDemand ~~connection~~Deposit ~~with~~Account our assessment of going concern considerations in accordance with FASB Accounting Standards Update Topic 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have until December 19, 2024, or April 19, 2025 if all four (4) monthly extensions pursuant to the Second Extension Amendment Proposal are used, to consummate a Business Combination. It is uncertain that we will be able to consummate a Business Combination by this time and lack the financial resources to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the unaudited condensed financial statements included in this Report under “Item 1. Financial Statements”. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of our Company. We cannot provide any assurance that (i) new financing will be available to us on commercially acceptable terms, if at all, or (ii) that our plans to consummate an initial Business Combination will be successful. We have determined that the liquidity condition and mandatory liquidation should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern. The unaudited condensed financial statements and notes thereto included in this Report under “Item 1. Financial Statements” do not include any adjustments that might result from our inability to continue as a going concern.Transfer

35On October 19, 2023, we instructed Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at Citibank, N.A., with Continental continuing to act as trustee, until the earlier of the consummation of our initial Business Combination or our liquidation. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and Private Placement are no longer invested in U.S. government securities or money market funds invested in U.S. government securities.

~~Off-Balance~~Going ~~Sheet Arrangements, Commitments and Contractual Obligations~~Concern

AsBased ofon ~~September~~the 30foregoing, ~~2024~~we ~~and~~believe ~~December~~that ~~31, 2023,~~ we ~~did~~may not have ~~any~~sufficient ~~off-balance~~working ~~sheet~~capital ~~arrangements~~to asmeet ~~defined~~our inneeds ~~Item~~through ~~303(a)(4)(ii)~~the consummation of ~~Regulation~~a Business ~~S-K~~Combination. ~~and~~Over ~~did~~this ~~not~~period, ~~have~~we ~~any~~will ~~commitments~~be orusing ~~contractual~~these ~~obligations~~funds ~~other~~for ~~than~~paying ~~obligations~~existing ~~disclosed~~accounts ~~herein~~payable, operating costs, performing due diligence on prospective target businesses with which to consummate a Business Combination, paying for travel expenditures and structuring, negotiating and consummating the Business Combination.

~~Administrative~~In ~~Services~~connection ~~Agreement~~with our assessment of going concern considerations in accordance with FASB ASU Topic 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have until April 19, 2026 to consummate a Business Combination, unless our Combination Period is further extended. It is uncertain that we will be able to consummate a Business Combination by this time and lack the financial resources to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements contained elsewhere in this Report. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of our Company. We cannot provide any assurance that (i) new financing will be available to us on commercially acceptable terms, if at all, or (ii) that our plans to consummate an initial Business Combination will be successful. We have determined that the liquidity condition and mandatory liquidation should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern. The financial statements and notes thereto contained elsewhere in this Report do not include any adjustments that might result from our inability to continue as a going concern.

~~Commencing~~Contractual on October 14, 2021, and until completion of our initial Business Combination or liquidation, we may reimburse our Sponsors up to an aggregate amount of $10,000 per month for office space and secretarial and administrative support pursuant to the Administrative Services Agreement. Per the Administrative Services Agreement, it is at our option as to whether or not to pay this administrative fee. There was $90,000 and $70,000 accrued and paid, respectively, for the nine months ended September 30, 2024 and 2023, respectively. The Legacy Sponsor assigned the Administrative Services Agreement with to the New Sponsor on August 31, 2023 in connection with the Sponsor Handover.Obligations

~~Registration~~Administrative ~~Rights~~Services Agreement

~~The~~Commencing ~~holders~~on ofOctober ~~the~~14, ~~Founder Shares~~2021, ~~Private Placement Warrants~~ and ~~any~~until ~~WCL~~completion ~~Warrants~~of ~~(and~~our ininitial ~~each~~Business ~~case~~Combination ~~holders~~or ~~of their underlying securities~~liquidation, as ~~applicable)~~we ~~are~~may ~~entitled~~reimburse toour ~~registration~~Sponsor ~~rights~~up ~~pursuant~~ to ~~the~~an aggregate ~~Registration~~amount ~~Rights~~of ~~Agreement~~$10,000 ~~requiring~~per usmonth ~~to register such securities~~ for ~~resale~~office ~~(in~~space ~~the~~and ~~case of~~secretarial ~~the~~and ~~Founder~~administrative ~~Shares,~~support ~~only~~pursuant ~~after conversion~~ to ~~our~~the ~~Class~~Administrative AServices ~~Ordinary Shares)~~Agreement. Per ~~The holders of~~ the ~~majority~~Administrative ofServices ~~these~~Agreement, ~~securities~~it ~~are~~is ~~entitled to~~at ~~make~~our upoption as to ~~three~~whether ~~demands,~~or ~~excluding~~not ~~short~~to ~~form~~pay ~~demands,~~this ~~that~~administrative ~~we register such securities~~fee. InUnder ~~addition,~~ the ~~holders have certain “piggy-back”~~Administrative ~~registration~~Services ~~rights~~Agreement, ~~with~~there ~~respect~~was toan ~~registration~~aggregate ~~statements~~amount ~~filed~~of ~~subsequent~~$190,000 toand ~~the~~$160,000 ~~consummation~~outstanding as of aMarch ~~Business~~31, ~~Combination~~2025 and ~~rights to~~December ~~require~~31, us2024, torespectively, and ~~register~~there ~~for~~was ~~resale~~$30,000 ~~such~~expenses ~~securities~~incurred ~~pursuant~~during tothe ~~Rule~~three ~~415~~months ~~under~~ending ~~the~~March ~~Securities~~31, ~~Act.~~2025 Weand ~~will~~2024. ~~bear~~The ~~the~~Legacy ~~expenses~~Sponsor ~~incurred in~~assigned ~~connection with~~ the ~~filing~~Administrative Services ofAgreement ~~any~~to ~~such~~our ~~registration~~Sponsor ~~statements.~~on On August 31, 2023, ~~the New Sponsor executed the Registration Rights Agreement Joinder~~ in connection with the Sponsor Handover.

~~Underwriting~~Registration ~~Agreement~~Rights

InThe ~~connection~~holders ~~with~~of the ~~Initial~~Founder ~~Public Offering~~Shares, ~~the~~Private ~~underwriters~~Placement ~~were~~Warrants ~~granted~~and ~~the~~any ~~Over-Allotment~~2021 ~~Option~~Note Warrants and 2024 Note Warrants (and in each case holders of their underlying securities, as applicable) are entitled to ~~purchase~~registration uprights pursuant to 3the Registration Rights Agreement,~~000,000~~ ~~Over-Allotment~~requiring ~~Units~~us to register such securities for resale (in the case of the Founder Shares, ifonly ~~any~~after conversion to our Class A Ordinary Shares). The Onholders ~~November~~of 30the majority of these securities are entitled to make up to three demands, ~~2021~~excluding short form demands, ~~the~~that ~~underwriters~~we ~~purchased~~register such ansecurities. ~~additional~~In 1addition,~~240,488~~ ~~Over~~the holders have certain “piggy-~~Allotment~~back” ~~Units~~registration ~~pursuant~~rights with respect to ~~the~~registration ~~partial~~statements ~~exercise~~filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the ~~Over-Allotment~~Securities ~~Option~~Act. ~~The~~We ~~Over-Allotment~~will ~~Units~~bear ~~were~~the ~~sold~~expenses atincurred anin ~~offering~~connection ~~price~~with the filing of ~~$10~~any such registration statements.00 On ~~per~~August ~~Over-Allotment~~31, ~~Unit~~2023, ~~generating aggregate~~the ~~additional~~Sponsor ~~gross~~executed ~~proceeds~~the ofRegistration ~~$12,404,880~~Rights toAgreement usJoinder in connection with the Sponsor Handover.

~~The~~Underwriting underwriters of the Initial Public Offering were entitled to a cash underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering, or $4,000,000 (or $4,600,000 if the Over-Allotment Option was exercised in full). In addition, the underwriters were entitled to a deferred fee of three and half percent (3.50%) of the gross proceeds of the Initial Public Offering, or $7,000,000 (or $8,050,000 if the Over-Allotment Option was exercised in full). The deferred fees were to become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement we entered into in connection with the Initial Public Offering.Agreement

OnIn ~~August~~connection ~~11,~~with ~~2023~~the ~~and~~Initial ~~August~~Public 14Offering, ~~2023,~~the weunderwriters ~~received~~were ~~formal~~granted ~~confirmations~~the ~~from~~Over-Allotment ~~Citigroup Global~~Option ~~Markets~~to ~~Inc.~~purchase ~~and~~up ~~J.P.~~to ~~Morgan~~3,000,000 ~~Securities LLC~~Over-Allotment Units, ~~informing~~if usany. ofOn ~~their~~November ~~decisions~~30, to2021, ~~waive~~the ~~any entitlement~~underwriters ~~they~~purchased ~~may~~an ~~have~~additional to1,240,488 ~~their~~Over-Allotment ~~deferred~~Units ~~underwriting~~pursuant ~~fees~~to ~~payable~~the ~~held~~partial exercise inof the ~~Trust~~Over-Allotment ~~Account~~Option. ~~with~~The ~~respect~~Over-Allotment toUnits ~~any~~were ~~Business~~sold ~~Combination. Out~~at ofan ~~the~~offering ~~release~~price of $~~7,434,171~~10.00 ~~deferred~~per ~~underwriting~~Over-Allotment ~~fees~~Unit, ~~$7,187,357~~generating aggregate ~~was~~additional ~~charged~~gross ~~against~~proceeds ~~accumulated deficit in the condensed balance sheet as~~ of ~~September 30~~$12,404,880 ~~2024~~to ~~included in this Report under “Item 1~~us. ~~Financial Statements”.~~

~~Financial~~The ~~Advisory~~underwriters ~~Agreements~~of the Initial Public Offering were entitled to a cash underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering, or $4,000,000 (or $4,600,000 if the Over-Allotment Option was exercised in full) pursuant to the terms of the underwriting agreement we entered into in connection with the Initial Public offering (the “Underwriting Agreement”). In addition, the underwriters were entitled to a deferred fee of three and half percent (3.50%) of the gross proceeds of the Initial Public Offering, or $7,000,000 (or $8,050,000 if the Over-Allotment Option was exercised in full). The deferred fees were to become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the Underwriting Agreement.

We entered into two financial advisory agreements in September and December 2022, respectively, with financial advisors in connection with our Business Combinations. We agreed to pay success fees for signed letters of intent and any successful acquisition. Success fees range from $50,000 to $1,250,000. We also agreed to reimburse the financial advisors for all reasonable and documented expenses, subject to limitations and prior written consent of us. Both agreements were terminated in August 2023, and no expense was incurred or outstanding as of September 30, 2024.25

36On August 11, 2023 and August 14, 2023, we received formal confirmations from Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, informing us of their decisions to waive any entitlement they may have to their deferred underwriting fees payable held in the Trust Account with respect to any Business Combination.

Investor Subscription Agreement

On September 6, 2023, we entered into the Polar Subscription Agreement with the ~~New~~ Sponsor and Polar, pursuant to which Polar agreed to ~~fund~~ fund up to $1,500,000 to us, subject to certain funding milestones. Once we have reached a defined milestone, upon on at least five (5) ~~calendar~~ calendar days’ prior written notice, the ~~New~~ Sponsor may require a drawdown against Polar’s capital commitment, a Polar Capital Investment, in order to meet the Sponsor’s commitment to us under a drawdown request. As of ~~September~~March 3031, 2025 and December 31, 2024, we had drawn $1,250,000, on the Polar Capital Investment that was fair valued at $227,273. The Polar Capital Investment will be repaid to Polar by us upon the closing of an initial Business Combination. Polar may elect to receive such repayment (i) in cash or (ii) in Class A Ordinary Shares at a rate of one Class A Ordinary Share for each ten dollars of the Polar Capital Investment. In the event we liquidate without consummating a Business Combination, any amounts remaining in our cash accounts (excluding the Trust Account) will be paid by us to Polar within five (5) calendar days of the liquidation, and such amounts will be the sole recourse for Polar.

Letter Agreement

Our Sponsors, former and current directors and officers have entered into by the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within the Combination Period. However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within the Combination Period.

Additionally, pursuant to the Letter Agreement, our Sponsors, former and current directors and officers will not propose any amendment to our Amended and Restated Charter (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares.

Non-Redemption Agreements

Between October 9, 2023 and October 19, 2023, we entered into the 2023 Non-Redemption Agreements with the ~~New~~ Sponsor and unaffiliated third-party investors in exchange for such investors agreeing not to redeem an aggregate of 4,998,734 Public Shares in connection with the vote to approve the Charter Amendment Proposals at the 2023 EGM. In exchange for these commitments not to redeem such Public Shares, the ~~New~~ Sponsor agreed to transfer to such investors an aggregate of 749,810 Founder Shares held by the ~~New~~ Sponsor promptly following the closing of the Business Combination (but no later than two business days after the satisfaction of the requisite conditions to such transfer).

We estimated the aggregate fair value of the 749,810 ~~Class~~Founder ~~B Ordinary~~ Shares attributable to such investors pursuant to the 2023 Non-Redemption Agreements to be $3,444,008 or on a weighted average of $4.59 per share, ~~as of October 19, 2023,~~ which is estimated by taking into consideration the estimated probability of the consummation of a Business Combination, estimated concessions and estimated cost of carrying charges to eliminate the investors’ exposure to changes in the price of their ~~Class~~Founder ~~B Ordinary~~ Shares. The fair value of the ~~Class~~Founder ~~B Ordinary~~ Shares was determined to be an expense in accordance with SEC Staff Accounting Bulletin Topic 5T, “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s).” (the “SAB 5T”).

Between July 1517, 2024 and July 18, 2024, ~~the~~we ~~Company~~ entered into the 2024 Non-Redemption Agreements with ~~the~~our ~~New~~ Sponsor and unaffiliated, third-party ~~investors~~ investors in exchange for such investors agreeing not to redeem an aggregate of 2,475,000 Public Shares in connection with the vote to ~~approve~~ approve the ~~Second~~2024 Extension Amendment Proposal at the 2024 EGM. In exchange for these commitments not to redeem ~~such~~the ~~Public~~2024 Non-Redeemed Shares, the ~~New~~ Sponsor agreed to transfer to such investors an aggregate of (i) 412,498 Founder Shares held by the Sponsor for the first five (5) months of the extension of the Combination Period from July 19, 2024 to December 19, 2024 pursuant to the 2024 Extension Amendment Proposal and (ii) 82,498 Founder Shares held by the Sponsor per month, for each additional month of the extension of the Combination Period from December 19, 2024 until April 19, 2025, as needed. ~~The Founder Shares to be transferred to such investors~~ pursuant to the 2024 ~~Non-Redemption~~Extension ~~Agreements~~Amendment ~~are~~Proposal, ~~held by the New Sponsor and are to be transferred~~ in connection with the closing of the Business Combination~~. In connection with its entry into the 2024 Non-Redemption Agreements~~, ~~the~~provided ~~Company agreed~~ that, in(i) the ~~event~~investors ofdid ~~the~~not ~~liquidation~~exercise oftheir ~~the~~redemption ~~Trust~~rights ~~Account,~~with itrespect ~~will only utilize up~~ to ~~$50,000 of funds from~~ the ~~accrued~~2024 ~~interest of~~Non-Redeemed ~~the~~Shares ~~Trust~~in ~~Account~~connection towith ~~pay~~the ~~any~~2024 ~~dissolution~~EGM ~~expenses~~and if(ii) ~~it does not effect a Business Combination prior to~~ the ~~end~~2024 ofExtension ~~the~~Amendment ~~Combination~~Proposal ~~Period~~was approved.

The Company estimated the aggregate fair value of these 742,490 Founder Shares at $4,076,270, or approximately $5.49 per share on a weighted-average basis as of July 15, 2024. This estimate considers factors such as the probability of consummation of the Business Combination, estimated concessions, and the cost of carrying charges to mitigate the investors’ exposure to fluctuations in the price of the Founder Shares. The fair value of these Founder Shares was determined to be an expense in accordance with SAB 5T and classified as a liability due to the variability in the number of Founder Shares to be transferred, depending on the timing of the Business Combination.26

~~Critical~~In ~~Accounting~~connection ~~Estimates~~with our entry into the 2024 Non-Redemption Agreements, we also agreed that, in the event of the liquidation of the Trust Account, we will only utilize up to $50,000 of funds from the accrued interest of the Trust Account to pay any dissolution expenses if it does not effect a Business Combination prior to the end of the Combination Period.

~~This~~We ~~section~~estimated isthe ~~based~~aggregate onfair ~~our~~value ~~unaudited~~of ~~condensed~~these ~~financial~~742,490 ~~statements~~Founder ~~and~~Shares ~~notes~~pursuant ~~thereto~~to ~~included~~the in2024 ~~this~~Non-Redemption ~~Report~~Agreements ~~under~~at ~~“Item~~$4,139,382 1.and ~~Financial Statements”~~$4,028,0080, or ~~which~~approximately ~~have~~$5.58 ~~been~~and ~~prepared~~$5.43 inper ~~accordance~~share ~~with~~on ~~GAAP.~~a ~~The~~weighted-average ~~preparation~~basis as of ~~these~~March ~~financial~~31, ~~statements~~2025 ~~requires~~and usDecember to31, ~~make~~2024, respectively. This ~~estimates~~estimate ~~and~~considers ~~judgments~~factors ~~that~~such ~~affect~~as the ~~reported~~probability ~~amounts~~of consummation of ~~assets,~~the ~~liabilities~~Business Combination, ~~revenues~~estimated ~~and~~concessions, ~~expenses~~ and the ~~disclosure~~cost of ~~contingent~~ ~~assets~~carrying ~~and~~charges ~~liabilities~~to inmitigate ~~our~~the ~~financial~~investors’ ~~statements.~~exposure Onto anfluctuations ~~ongoing~~in ~~basis,~~the weprice ~~evaluate~~of ~~our~~the ~~estimates~~Founder ~~and~~Shares. ~~judgments,~~The ~~including those related to~~ fair value of ~~financial~~these Founder ~~instruments~~Shares ~~and~~was ~~accrued~~determined ~~expenses.~~to Webe ~~base~~an ~~our~~expense ~~estimates~~in onaccordance ~~historical~~with ~~experience,~~SAB ~~known~~5T ~~trends~~ and ~~events and~~classified ~~various~~as ~~other~~a ~~factors~~liability ~~that~~due ~~we believe~~ to bethe ~~reasonable~~variability ~~under~~in the number ~~circumstances, the results~~ of ~~which~~Founder ~~form~~Shares ~~the~~to ~~basis~~be ~~for~~transferred, ~~making~~depending ~~judgments about~~on the ~~carrying~~timing ~~values~~ of ~~assets~~the ~~and~~Business ~~liabilities that are not readily apparent from other sources~~Combination. ~~Actual results may differ from these estimates under different assumptions or conditions. The Company does not have any critical accounting estimates.~~

37Critical Accounting Estimates

~~Emerging~~This ~~Growth~~section ~~Company~~is based on our unaudited condensed financial statements and notes thereto contained elsewhere in this Report, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

WeEmerging ~~are~~Growth an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.Company

~~Further,~~We ~~Section~~are ~~102(b)(1)~~an ~~of the JOBS Act exempts~~ “emerging growth ~~companies from being required to comply with new or revised financial accounting standards until private companies (that is~~company,” ~~those~~as ~~that~~defined ~~have~~in ~~not~~Section ~~had~~ 2(a) ~~Securities Act registration statement declared effective or do not have a class~~ of ~~securities registered under~~ the ~~Exchange~~Securities Act), ~~are~~as ~~required~~modified toby ~~comply with~~ the ~~new or revised financial accounting standards. The~~ JOBS Act, ~~provides~~and ~~that~~we amay take ~~company~~advantage ~~can elect to opt out~~ of ~~the~~certain ~~extended~~exemptions ~~transition~~from ~~period~~various ~~and~~reporting ~~comply with the~~ requirements that ~~apply~~are applicable to ~~non-emerging~~other ~~growth~~public companies ~~but~~that ~~any~~are ~~such election to opt out is irrevocable. We have elected~~ not ~~to opt out of such extended~~emerging ~~transition~~growth ~~period, which means that when a standard is issued or revised and it has different application dates for public or private~~ companies, weincluding, asbut annot ~~emerging~~limited ~~growth company~~to, ~~can~~not ~~adopt~~being ~~the~~required ~~new~~to orcomply ~~revised~~with ~~standard at~~ the ~~time~~independent ~~private~~registered ~~companies~~public ~~adopt~~accounting ~~the~~firm ~~new or revised~~attestation ~~standard.~~requirements ~~This~~of ~~may~~Section ~~make~~404 ~~comparison~~ of ~~our~~the ~~financial~~Sarbanes-Oxley ~~statements~~Act, ~~with~~reduced ~~another~~disclosure ~~public~~obligations ~~company,~~regarding ~~which~~executive iscompensation ~~neither~~in anour ~~emerging growth company~~periodic ~~nor~~reports anand ~~emerging~~proxy ~~growth~~statements, ~~company~~and ~~that~~exemptions ~~has~~from ~~opted~~the ~~out~~requirements of ~~using~~holding ~~the~~a ~~extended~~nonbinding ~~transition~~advisory ~~period~~vote ~~difficult~~on orexecutive ~~impossible~~compensation ~~because~~and shareholder approval of ~~the~~any ~~potential differences~~golden inparachute ~~accounting~~payments ~~standards~~not ~~used~~previously approved.

~~Use~~Further, Section 102(b)(1) of ~~Estimates~~the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~The~~Use ~~preparation~~ of financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.Estimates

~~Making~~The ~~estimates~~preparation ~~requires~~of ~~Management~~financial tostatements ~~exercise~~in ~~significant~~conformity ~~judgment.~~with ItGAAP isrequires atManagement ~~least~~to ~~reasonably~~make ~~possible~~estimates ~~that~~and ~~the~~assumptions ~~estimate~~that ofaffect the ~~effect~~reported amounts of a ~~condition,~~assets ~~situation~~and orliabilities ~~set~~and disclosure of ~~circumstances~~contingent ~~that~~assets ~~existed~~and liabilities at the date of the financial statements, ~~which~~and ~~Management considered in formulating~~the ~~its~~reported ~~estimate,~~amounts ~~could~~of ~~change~~revenues inand ~~the~~expenses ~~near~~during ~~term due to one or more future confirming events. Accordingly,~~ the ~~actual~~reporting ~~results could differ significantly from those estimates~~period.

~~Critical~~Making ~~Accounting~~estimates ~~Policies~~requires Management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

WeCritical ~~have~~Accounting ~~identified the following as our critical accounting policies:~~Policies

~~Net~~We ~~Income~~have ~~(Loss)~~identified ~~Per~~the ~~Ordinary~~following ~~Share~~as our critical accounting policies:

WeNet ~~comply~~Loss ~~with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings~~ Per ~~Share.” We have two classes of~~ Ordinary ~~Shares:~~ ~~Class A Ordinary Shares and Class B Ordinary Shares. Income is shared pro rata between the two classes of Ordinary Shares. Net income per Ordinary~~ Share is calculated by dividing the net income by the weighted average of Ordinary Shares outstanding for the respective period. We did not consider the effect of the Warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 1,240,488 Ordinary Shares in the calculation of diluted income per share because their exercise is contingent upon future events. Accretion associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value.

38We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have two classes of Ordinary Shares, Class A Ordinary Shares and Class B Ordinary Shares. Income is shared pro rata between the two classes of Ordinary Shares. Net loss per Ordinary Share is calculated by dividing the net loss by the weighted average of Ordinary Shares outstanding for the respective period. We did not consider the effect of the Warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 1,240,488 Ordinary Shares in the calculation of diluted loss per share because their exercise is contingent upon future events. Accretion associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value.

~~Warrant Liability~~27

~~We account for Warrants as either equity-classified or liability-classified instruments based on an assessment of the~~ Warrant~~’s specific~~ terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to our own Ordinary Shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of Warrant issuance and as of each subsequent quarterly period end date while the Warrants are outstanding.Liability

~~For~~We ~~issued~~account orfor ~~modified~~ Warrants ~~that~~as ~~meet~~either ~~all~~equity-classified ofor ~~the~~liability-classified ~~criteria~~instruments ~~for~~based ~~equity~~on ~~classification,~~an assessment of the ~~Warrants~~Warrant’s ~~are~~specific terms ~~required~~and toapplicable beauthoritative ~~recorded~~guidance asin aASC ~~component of~~480 ~~additional~~and ~~paid-in~~FASB ~~capital~~ASC atTopic ~~the~~815, ~~time~~“Derivatives ofand ~~issuance~~Hedging” (“ASC 815”). The ~~For~~assessment ~~issued~~considers orwhether ~~modified~~the Warrants ~~that~~are dofreestanding ~~not~~financial ~~meet~~instruments ~~all~~pursuant ~~the~~to ~~criteria~~ASC ~~for~~480, ~~equity~~meet ~~classification,~~ the ~~Warrants~~definition ~~are~~of ~~required~~a liability pursuant to beASC ~~recorded~~480, atand ~~their~~whether ~~initial~~the ~~fair~~Warrants ~~value~~meet onall of the ~~date~~requirements offor ~~issuance,~~equity ~~and~~classification ~~each~~under ~~balance~~ASC ~~sheet~~815, ~~date~~including ~~thereafter.~~whether ~~Changes~~the inWarrants ~~the~~are ~~estimated~~indexed ~~fair~~to ~~value~~our ofown ~~the~~Ordinary ~~Warrants~~Shares, ~~are~~among ~~recognized~~other asconditions afor ~~non-cash~~equity ~~gain~~classification. orThis ~~loss~~assessment, onwhich requires the ~~statements~~use of ~~operations~~professional ofjudgment, is conducted at the ~~unaudited~~ ~~condensed~~time ~~financial~~of ~~statements~~Warrant ~~included~~issuance inand ~~this~~as ~~Report~~of ~~under~~each ~~“Item~~subsequent 1.quarterly ~~Financial~~period ~~Statements~~end date while the Warrants are outstanding.”

~~Class~~For Aissued ~~Ordinary~~or ~~Shares~~modified ~~Subject~~Warrants that meet all of the criteria for equity classification, the Warrants are required to ~~Redemption~~be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified Warrants that do not meet all the criteria for equity classification, the Warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the Warrants are recognized as a non-cash gain or loss on the unaudited condensed statements of operations of the financial statements contained elsewhere in this Report.

WeClass ~~account~~A ~~for our~~ Ordinary Shares ~~subject~~Subject to possible redemption in accordance with the guidance in ASC 480. Ordinary Shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Ordinary Shares (including Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Ordinary Shares are classified as shareholders’ deficit. Our Ordinary Shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the condensed balance sheets of the financial statements included in this Report under “Part I. Item 1. Financial Statements.”Redemption

~~Item~~We 3account for our Ordinary Shares subject to possible redemption in accordance with the guidance in ASC 480. ~~Quantitative~~Ordinary Shares subject to mandatory redemption (if any) are classified as a liability instrument and ~~Qualitative~~are ~~Disclosures~~measured ~~About~~at ~~Market~~fair ~~Risk~~value. Conditionally redeemable Ordinary Shares (including Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Ordinary Shares are classified as shareholders’ deficit. Our Ordinary Shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the unaudited condensed balance sheets of the financial statements contained elsewhere in this Report.

WeItem ~~are~~3. aQuantitative ~~smaller reporting company as defined by Rule 12b-2 of the Exchange Act~~ and ~~are~~Qualitative ~~not~~Disclosures ~~required~~About toMarket ~~provide the information otherwise required under this Item.~~Risk

~~Item~~We 4.are ~~Controls~~a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and ~~Procedures~~are not required to provide the information otherwise required under this item.

~~Evaluation~~Item of4. ~~Disclosure~~ Controls and Procedures

~~Disclosure~~Evaluation ~~controls~~of and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure ~~controls~~Controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.Procedures

~~Under~~Disclosure ~~the~~controls ~~supervision~~and procedures are controls and ~~with~~other ~~the~~procedures ~~participation~~designed ofto ~~our~~ensure ~~Management,~~that ~~including~~information required to be disclosed in our ~~Certifying~~reports filed ~~Officers~~or submitted under the Exchange Act is recorded, weprocessed, ~~carried~~summarized ~~out~~and anreported ~~evaluation~~within ofthe time periods specified in the SEC’s ~~effectiveness~~rules ofand ~~the~~forms. ~~design~~Disclosure controls and ~~operation~~procedures ofinclude, ~~our~~without ~~disclosure~~limitation, controls and procedures asdesigned ~~defined~~to ensure that information required to be disclosed in ~~Rules~~our ~~13a-15(e)~~reports ~~and~~filed ~~15d-15(e)~~or submitted under the Exchange Act. ~~Based~~is onaccumulated ~~the~~and ~~foregoing~~communicated to Management, including our ~~Certifying~~Chief ~~Officers~~Executive ~~concluded~~Officer ~~that~~and ~~our~~Chief ~~disclosure~~Financial ~~controls~~Officer ~~and~~(together, ~~procedures~~the ~~were~~“Certifying ~~effective as~~Officers”), ofor ~~the~~persons ~~end~~performing ofsimilar functions, ~~the~~as ~~quarterly~~appropriate, ~~period~~to ~~ended~~allow ~~September~~timely ~~30,~~decisions ~~2024~~regarding required disclosure.

WeUnder dothe ~~not~~supervision ~~expect that our disclosure controls~~ and ~~procedures~~with ~~will~~the ~~prevent~~participation ~~all errors and all instances~~ of ~~fraud.~~our ~~Disclosure controls and procedures~~Management, noincluding ~~matter~~our ~~how~~Certifying ~~well conceived and operated~~Officers, ~~can~~we ~~provide~~carried ~~only~~out ~~reasonable,~~an ~~not~~evaluation ~~absolute,~~of ~~assurance that~~ the effectiveness ~~objectives~~ of the ~~disclosure~~ ~~controls~~design and ~~procedures~~operation ~~are met. Further, the design~~ of our disclosure controls and procedures ~~must~~as ~~reflect~~defined ~~the~~in ~~fact~~Rules ~~that~~13a-15(e) ~~there are resource constraints,~~ and 15d-15(e) under the ~~benefits~~Exchange ~~must be considered relative to their costs~~Act. ~~Because~~Based ofon the ~~inherent limitations in all disclosure controls and procedures~~foregoing, noour ~~evaluation~~Certifying ofOfficers ~~disclosure~~concluded ~~controls and procedures can provide absolute assurance~~ that ~~we have detected all~~ our ~~control deficiencies and instances of fraud, if any. The design of~~ disclosure controls and procedures ~~also~~were ~~is based partly on certain~~effective ~~assumptions~~as ~~about~~of the ~~likelihood~~end of ~~future~~the ~~events,~~quarterly ~~and~~period ~~there~~ended ~~can~~March be31, ~~no assurance that any design will succeed in achieving its stated goals under all potential future conditions~~2025.

We ~~previously~~do ~~identified~~not aexpect ~~material~~that ~~weakness~~our indisclosure ~~our~~controls ~~internal~~and ~~control~~procedures ~~over~~will ~~financial~~prevent ~~reporting.~~all ~~The~~errors ~~material~~and ~~weakness~~all ~~was~~instances ~~related~~of tofraud. ~~the~~Disclosure controls and ~~recording~~procedures, ofno amatter ~~contingent~~how ~~fee~~well ~~commitment~~conceived ~~due~~and tooperated, acan ~~third-party~~provide ~~service~~only ~~provider~~reasonable, ~~during~~not absolute, assurance that the ~~period~~objectives ~~ended~~of ~~December~~the disclosure ~~31,~~controls ~~2022~~and procedures are met. WeFurther, ~~remediated~~the design of disclosure controls and procedures must reflect the fact that there ~~this~~are ~~material~~resource ~~weakness~~constraints, ~~through~~and the ~~enhancement~~benefits ofmust ~~our~~be ~~processes~~considered relative to ~~identify~~their ~~and~~costs. ~~appropriately~~Because ~~apply applicable~~of ~~accounting~~the ~~requirements.~~inherent Welimitations ~~also~~in ~~utilized~~all ~~the~~disclosure controls ~~services~~and procedures, no evaluation of ~~third-party~~disclosure ~~professionals~~controls ~~with~~and ~~whom~~procedures can provide absolute assurance that we ~~consult~~have ~~regarding~~detected ~~complex~~all ~~accounting~~our ~~applications.~~control ~~This~~deficiencies ~~approach~~and ~~helps~~instances toof ~~better~~fraud, ~~evaluate~~if any. The design of disclosure controls and ~~understand~~procedures also is based partly on certain assumptions about the ~~nuances~~likelihood of ~~the~~future ~~complex~~events, ~~accounting~~and ~~standards~~there can be no assurance that ~~apply~~any design will succeed in achieving its stated togoals ~~our~~under ~~financial~~all ~~statements~~potential future conditions.

Changes in Internal Control over Financial Reporting

There have been no changes to our internal control over financial reporting during the quarterly period ended ~~September~~March 3031, ~~2024~~2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

3928

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

To the knowledge of our Management, there is no material litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.

Item 1A. Risk Factors.

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. For ~~additional~~ additional risks relating to our operations, other than as set forth below, see the section titled “Risk Factors” contained in our (i) ~~IPO Registration Statement, (ii) 2021~~ Annual Report, ~~(iii) 2022 Annual Report, (iv) 2023 Annual Report, (v) Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022~~ as filed with the SEC on ~~May~~March 525, ~~2022,~~2025 and (viii) Definitive Proxy Statement on Schedule 14A, as filed with the ~~SEC on June 24, 2024, as supplemented and (vii) Quarterly Report on Form 10-Q for the quarterly period~~ ~~ended June 30, 2024 as filed with the~~ SEC on ~~August~~March 1425, ~~2024~~2025. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may also affect our business or ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

~~Since~~Changes wein ~~did~~international ~~not~~trade ~~consummate our initial Business Combination within 36 months of the effectiveness of our IPO Registration Statement~~policies, ~~the~~tariffs ~~trading of~~and ~~our~~treaties ~~securities~~affecting onimports ~~Nasdaq has been suspended~~ and ~~our~~exports ~~securities will be delisted from Nasdaq, which~~ may have a material adverse effect on ~~the~~our ability ~~trading~~to ofclose ~~our~~an ~~securities~~initial ~~and~~Business ~~our~~Combination ~~ability~~target toor ~~consummate~~the anperformance ~~initial~~or business prospects of a post-Business Combination company.

~~Our~~There ~~IPO~~have ~~Registration~~recently ~~Statement~~been ~~was~~significant ~~declared~~changes ~~effective~~to byinternational ~~the~~trade ~~SEC~~policies onand ~~October~~tariffs ~~14,~~affecting ~~2021~~imports and ~~our~~exports. ~~securities~~Any ~~are~~significant ~~currently listed on the Nasdaq~~increases ~~Global~~in ~~Market.~~tariffs ~~Pursuant to our Amended and Restated Charter, we have until December 19, 2024, and then~~ on agoods ~~monthly basis up to four (4) times until April 19, 2025 (~~or ~~such~~materials shorter period of time as determined by our Board) to consummate our initial Business Combination. Nasdaq’s rules and guidance currently provide that SPACs (such as us) must satisfy certain listing conditions, including that a SPAC must complete one or more Business Combinations meeting certain conditions within 36 months of the effectiveness of its initial public offering registration statement (the “36-Month Requirement”). If a SPAC does not meet the 36-Month Requirement, it will receive a Staff Delisting Determination from Nasdaq which, among other ~~things,~~changes ~~informs~~in ~~the~~trade ~~SPAC~~policy ~~that~~could ~~(i)~~negatively ~~its~~affect ~~securities~~our ~~will be~~ability ~~suspended as of a date certain; (ii) it has a right~~ to ~~request~~complete ~~review~~our of the Staff Delisting Determination by a Hearings Panel; and (iii) a timely request for such review will stay the suspension and delisting action pending the issuance of a written decision of the Hearings Panel. The Hearings Panel may, where it deems appropriate, grant an exception to the continued listing standards for a period not to exceed 180 days from the date of the Staff Delisting Determination. The basis for the Staff Delisting Determination may be cured if, for example, a SPAC completes an initial Business Combination ~~during the period of the stay~~.

~~On October 15~~Recently, ~~2024,~~ the ~~Company~~U.S. ~~received~~has implemented a ~~letter~~range ~~from~~of ~~the~~new ~~Listing~~tariffs ~~Qualifications~~and ~~Department~~increases ofto ~~The~~existing ~~Nasdaq~~tariffs. ~~Stock~~In ~~Market~~response ~~(“Nasdaq”) stating~~to ~~that~~ the ~~staff~~tariffs ofannounced ~~Nasdaq~~by ~~(“Staff”) has determined that:~~ the U.S., ~~Company’s~~other ~~securities~~countries ~~would~~have ~~be delisted from Nasdaq~~imposed, ~~trading~~ ofare ~~the~~considering ~~Company’s Class A Ordinary Shares~~imposing, ~~Warrants,~~ and ~~Units~~may ~~would~~in bethe ~~suspended~~future atimpose ~~the~~new ~~opening~~or ofincreased ~~business~~tariffs on ~~October~~certain exports ~~22,~~from ~~2024,~~the ~~and~~United aStates. ~~Form~~There ~~25-NSE~~is ~~will~~currently besignificant ~~filed~~uncertainty ~~with~~about the ~~SEC,~~future ~~which~~relationship ~~will~~between ~~remove~~ the ~~Company’s~~United ~~securities~~States ~~from listing~~ and ~~registration~~other oncountries ~~Nasdaq~~with ~~pursuant~~respect to ~~the~~trade ~~36-Month~~policies, ~~Requirement.~~taxes, ~~Since~~government ~~the~~regulations and ~~Company~~tariffs. ~~failed~~and towe ~~complete~~cannot ~~its~~predict ~~initial~~whether, ~~business~~and ~~combination~~to ~~by October 14,~~what ~~2024~~extent, ~~the~~current ~~Company~~tariffs ~~did~~will ~~not~~continue ~~comply~~or ~~with~~trade ~~the~~policies ~~36-Month~~will ~~Requirement,~~change ~~and~~in ~~its securities were suspended at~~ the ~~opening of business on October 22, 2024 and are now subject to delisting from Nasdaq~~future.

~~The~~Tariffs, ~~Company~~or ~~remains~~the threat of tariffs or increased tariffs, could have a ~~reporting~~significant ~~entity~~negative ~~under~~impact on certain businesses (either due to domestic businesses’ reliance on imported goods or dependence on access to foreign markets, or foreign businesses’ reliance on sales into the ~~Exchange~~United ~~Act~~States). In addition, ~~ensuring~~retaliatory ~~continued~~tariffs ~~disclosure~~could have a significant negative impact on foreign businesses that rely on imports from the United States, and domestic businesses that rely on exporting goods internationally. These tariffs and threats of tariffs and other potential trade policy changes could negatively affect the attractiveness of certain initial Business Combination targets, or lead to material adverse effects on a post-Business Combination company. Among other things, historical financial performance of companies affected by trade policies and/or ~~operational~~tariffs ~~information~~may not provide useful guidance as to the future performance of such companies, because future financial performance of those companies may be materially affected by new U.S. tariffs or foreign retaliatory tariffs, or other changes to trade policies. The business prospects of a particular target for a Business Combination could change as a result of tariffs or the threat of tariffs that may have a material impact on that target’s business, and it may be costly or impractical for us to terminate that Business Combination agreement.

~~Our~~We ~~securities~~may ~~are~~not ~~currently~~be ~~quoted~~able onto adequately address the risks presented by these tariffs or other potential trade policy changes. As a result, we may deem it costly, impractical or risky to complete an ~~over-~~initial Business Combination with a particular target or with a target in a particular industry or from a particular country. This could impair our ability to complete an initial Business Combination with EEW or any other target. If we complete an initial Business Combination with such a target, the post-~~counter~~Business ~~market~~Combination company’s operations and wefinancial ~~may~~results could ~~face~~be ~~significant~~adversely ~~material~~affected ~~adverse~~as ~~consequences~~a result of tariffs or changes to trade policies, ~~including:~~which may cause the market value of the securities of the post-Business Combination company to decline.

● our ability to complete an initial Business Combination; ● a limited availability of market quotations for our securities; ● reduced liquidity for our securities; ● a determination that our Class A Ordinary Shares is a “penny stock,” which will require brokers trading in our Class A Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; ● a limited amount of news and analyst coverage; and ● a decreased ability to issue additional securities or obtain additional financing in the future.29

40Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~Item 2.~~ Unregistered Sales of Equity Securities ~~and Use of Proceeds.~~

~~Unregistered Sales of Equity Securities~~None.

~~There~~Use ~~were no sales~~ of unregistered securities during the quarterly period covered by the Report. However, on July 24, 2024, we issued an aggregate of 2,600,000 Class A Ordinary Shares to the New Sponsor, upon the conversion of an equal number of Class B Ordinary Shares held by the New Sponsor in the 2024 Founder Share Conversion. For more information on the 2024 Founder Share Conversion, see “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”Proceeds

~~Use~~For a description of ~~Proceeds~~the use of proceeds generated in our Initial Public Offering and Private Placement, see Part II, Item 2 of our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, as filed with the SEC on November 23, 2021. There has been no material change in the planned use of proceeds from our Initial Public Offering and Private Placement as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.

~~For~~On aOctober ~~description~~19, of2023, ~~the~~we ~~use~~instructed ofContinental ~~proceeds~~to ~~generated~~liquidate inthe ~~our~~investments ~~Initial~~held ~~Public~~in ~~Offering~~the ~~and~~Trust ~~Private~~Account ~~Placement,~~and ~~see~~instead ~~Part~~to ~~II,~~hold ~~Item~~the 2funds ofin ~~our Quarterly~~the ~~Report~~Trust onAccount ~~Form~~in 10an interest-Qbearing ~~for~~demand ~~the~~deposit ~~quarterly~~account ~~period~~at ~~ended September 30~~Citibank, ~~2021~~N.A., with Continental continuing to act as ~~filed~~trustee, ~~with~~until the earlier ~~SEC~~of onthe ~~November~~consummation ~~23,~~of ~~2021~~our initial Business Combination or our liquidation. ~~There~~As ~~has~~a ~~been~~result, ~~no material~~following ~~change~~the liquidation of investments in the ~~planned~~Trust ~~use~~Account, ofthe remaining proceeds from ~~our~~the Initial Public Offering and Private Placement asare ~~described~~no inlonger ~~the~~invested ~~IPO~~in ~~Registration Statement~~U.S. ~~The~~government securities ~~specific~~or ~~investments~~money inmarket ~~our~~funds ~~Trust~~invested ~~Account~~in ~~may~~U.S. ~~change~~government ~~from time to time~~securities.

OnPurchases October 19, 2023, we instructed Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at Citibank, N.A., with Continental continuing to act as trustee, until the earlier of ~~the~~Equity ~~consummation~~Securities ofby ~~our initial Business Combination or our liquidation. As a result, following~~ the ~~liquidation~~Issuer ~~of investments in the Trust Account, the remaining proceeds from the Initial Public Offering~~ and ~~Private~~Affiliated ~~Placement are no longer invested in U.S. government securities or money market funds invested in U.S. government securities.~~Purchasers

~~Purchases of Equity Securities by the Issuer and Affiliated Purchasers~~None.

OnItem July 18, 2024, we held the 2024 EGM and our shareholders approved, among other things, the Second Extension Amendment Proposal, which extended the date by which we must consummate a Business Combination from December 19, 2024, or April 19, 2025 if all four (4) monthly extensions pursuant to the Second Extension Amendment Proposal are used (or such earlier date as determined by the Board)3. InDefaults ~~connection with~~Upon ~~the~~Senior vote to approve the Second Extension Amendment Proposal, Public Shareholders holding 2,713,143 Public Shares properly exercised their right to redeem such shares for a pro rata portion of the funds in the Trust AccountSecurities. ~~We paid cash in the aggregate amount of $29.6 million, or approximately $10.92 per share, to such redeeming Public Shareholders in the 2024 Redemptions.~~

~~There were no such repurchases of our equity securities by us or an affiliate during the quarterly period covered by this Report~~None.

41Item 4. Mine Safety Disclosures.

~~Item~~Not 3applicable. ~~Defaults Upon Senior Securities.~~

~~None.~~30

Item 45. ~~Mine~~Other ~~Safety Disclosures~~Information.

~~Not~~Trading ~~applicable.~~Arrangements

~~Item~~During 5.the ~~Other~~quarterly ~~Information~~period ended March 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

~~Trading~~Additional ~~Arrangements~~Information

~~During~~ On May 8, 2025, the ~~quarterly~~Company ~~period~~entered ~~ended~~into ~~September~~a ~~30,~~non-redemption ~~2024~~agreement with the Sponsor and an unaffiliated, ~~none~~third-party ofinvestor ~~our~~in ~~directors~~exchange for orsuch ~~officers~~investor ~~(as~~agreeing ~~defined~~not to redeem 100,000 Public Shares in ~~Rule~~connection ~~16a-1(f)~~with ~~promulgated~~the ~~under~~vote to approve the ~~Exchange~~2025 Extension Amendment Proposal ~~Act)~~at ~~adopted~~the or2025 ~~terminated~~EGM. ~~any~~In ~~“Rule~~exchange ~~10b5-1~~for ~~trading~~the ~~arrangement”~~commitment ornot ~~any~~to ~~“non-Rule~~redeem ~~10b5-1~~the ~~trading~~100,000 ~~arrangement~~Public Shares,” the Sponsor agreed to transfer to such investor as(i) ~~each~~20,000 ~~term~~Founder Shares held by the Sponsor and (ii) if the initial Business Combination is ~~defined~~not incompleted ~~Item~~by ~~408~~October of19, ~~Regulation~~2025, ~~S-K~~an additional 20,000 Founder Shares held by the Sponsor.

~~Additional~~Item ~~Information~~6. Exhibits.

~~None~~The following exhibits are filed as part of, or incorporated by reference into, this Report.

Item 6. Exhibits.

No.		Description of Exhibit
31.1		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2		Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS		Inline XBRL Instance Document.*
101.SCH		Inline XBRL Taxonomy Extension Schema Document.*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104		Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

~~The following~~* ~~exhibits~~Filed ~~are~~herewith. ~~filed~~** asFurnished ~~part of, or incorporated by reference into, this Report~~herewith.

No.		Description of Exhibit
2.1		Business Combination Agreement, dated as of September 5, 2024, by and among Compass Digital Acquisition Corp., HCG Opportunity, LLC (in the capacity as the Purchaser Representative thereunder), EEW Renewables Ltd, E.E.W. Global Holding Limited (in the capacity as the Seller Representative thereunder), the shareholders of EEW named therein, and upon execution of a joinder, the other parties thereto.(1)
10.1		Form of Lock-Up Agreement, dated as of September 5, 2024, by and among Compass Digital Acquisition Corp., HCG Opportunity, LLC (in the capacity as the Purchaser Representative thereunder), the shareholder signatory thereto and Pubco (upon execution of a joinder).(1)
10.2		Insider Letter Amendment, dated as of September 5, 2024, by and among Compass Digital Acquisition Corp., HCG Opportunity, LLC, Compass Digital SPAC LLC and other undersigned signatories thereto (and Pubco upon execution of a joinder thereto).(1)
10.3		Sponsor Agreement, dated as of September 5, 2024, by and among Compass Digital Acquisition Corp., HCG Opportunity, LLC and EEW Renewables Ltd. (and Pubco upon execution of a joinder thereto).(1)
10.4		Form of Non-Competition Agreement, dated as of September 5, 2024, by and among Compass Digital Acquisition Corp., EEW Renewables Ltd, Pubco (upon execution of a joinder), and the shareholder and/or executive officer of EEW signatory thereto.(1)
31.1*		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).

*	Filed herewith.
**	Furnished herewith.
(1)	Incorporated by reference to the Company’s Current Report on Form 8-K, as filed with the SEC on September 11, 2024.

SIGNATURES

42Pursuant 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 thereunto duly authorized.

SIGNATURES

	Compass Digital Acquisition Corp.

Date: May 14, 2025	By:	/s/ Thomas D. Hennessy
	Name:	Thomas D. Hennessy
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: May 14, 2025	By:	/s/ Nicholas Geeza
	Name:	Nicholas Geeza
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

~~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 thereunto duly authorized.~~32

	Compass Digital Acquisition Corp.
Date: November 14, 2024	By:	/s/ Thomas D. Hennessy
	Name:	Thomas D. Hennessy
	Title:	Chief Executive Officer
		(Principal Executive Officer)
Date: November 14, 2024	By:	/s/ Nicholas Geeza
	Name:	Nicholas Geeza
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

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