Compass Digital Acquisition Corp-A 2026年季度报告

FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐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) 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. 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 ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject 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 toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired 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 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 filerNon-accelerated filer 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of May 14, 2026, there were 3,310,856 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 issued and outstanding. COMPASS DIGITAL ACQUISITION CORP.FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026TABLE OF CONTENTS PART I. FINANCIAL INFORMATION 1Item 1.Financial Statements.1Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 20251Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 20252Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three Months EndedMarch 31, 2026 and 20253Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 20254Notes to Unaudited Condensed Consolidated Financial Statements5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.27Item 3.Quantitative and Qualitative Disclosures About Market Risk.36Item 4.Controls and Procedures.36PART II. OTHER INFORMATION37Item 1.Legal Proceedings.37Item 1A.Risk Factors.37Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.38Item 3.Defaults Upon Senior Securities.39Item 4.Mine Safety Disclosures.39Item 5.Other Information.39Item 6.Exhibits.39SIGNATURES40i Unless otherwise stated in the 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;●“2021 Note Warrants” are to the warrants to purchase Class A Ordinary Shares (as defined below), which may be issued upon theconversion of any unpaid balance of the 2021 Promissory Note (as defined below) at GCG’s (as defined below) option;●“2021 Promissory Note” are to the unsecured promissory note in the principal amount of up to $1,000,000 we issued to GCG onDecember 30, 2021;●“2021 Working Capital Loan” are to funds that, in order to provide working capital or finance transaction costs in connection with aBusiness Combination (as defined below), the Initial Shareholders (as defined below), Legacy Sponsor (as defined below) or anaffiliate of the Initial Shareholders or Legacy Sponsor, or certain of our Prior Directors and Officers (as defined below)could, butwere not obligated to, loan us;●“2022 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SECon 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 SECon April 1, 2024;●“2023 EGM” are to our extraordinary general meeting of shareholders held on October 12, 2023;“2023 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 t