Compass Digital Acquisition Corp-A 2024年度报告

FORM10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024or☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number:001-40912 Compass Digital Acquisition Corp.(Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Units, each consisting of one Class A Ordinary Share and one-third of one redeemable Warrant Warrants, each exercisable for one Class A Ordinary Share for $11.50 per share Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ 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 Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subjectto 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 Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, 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☐Non-accelerated filer☒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 complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☒No☐ The aggregate market value of the registrant’s outstanding Class A Ordinary Shares, other than shares held by persons who may be deemedaffiliates of the registrant, computed by reference to the closing price for the Class A Ordinary Shares on June 28, 2024, the last business day ofthe registrant’s most recently completed second fiscal quarter, as reported onTheNasdaq Global Market was approximately $56.5million. As of March 24, 2025, there were5,681,485Class A Ordinary Shares, par value $0.0001per share, and2,110,122Class B Ordinary Shares, parvalue $0.0001per share, of the registrant issued and outstanding. TABLE OF CONTENTS PAGEPART I1Item 1.Business.1Item 1A.Risk Factors.21Item 1B.Unresolved Staff Comments.24Item 1CCybersecurity.24Item 2.Properties.24Item 3.Legal Proceedings.24Item 4.Mine Safety Disclosures.24PART II25Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.25Item 6.[Reserved]27Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.27Item 7A.Quantitative and Qualitative Disclosures About Market Risk.38Item 8.Financial Statements and Supplementary Data.38Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.38Item 9A.Controls and Procedures.38Item 9B.Other Information.39Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.39PART III40Item 10.Directors, Executive Officers and Corporate Governance.40Item 11.Executive Compensation.47Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.47Item 13.Certain Relationships and Related Transactions, and Director Independence.50Item 14.Principal Accou