SHAREHOLDERS’ DEFICIT |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Equity [Abstract] | |
| SHAREHOLDERS’ DEFICIT | NOTE 9 – SHAREHOLDERS’ DEFICIT
Preference Shares
The Company is authorized to issue preference shares with $ par value. As of December 31, 2025 and 2024, there were preference shares issued or outstanding.
Class A Ordinary Shares
The Company is authorized to issue up to Class A Ordinary Shares, $ par value per share. Holders of the Class A Ordinary Shares are entitled to one vote for each share. As of December 31, 2025 and 2024, there were and Class A Ordinary Shares issued and outstanding, respectively. Of the outstanding Class A Ordinary Shares, and shares were subject to possible redemption at December 31, 2025 and 2024, respectively, and therefore classified outside of permanent equity.
Class B Ordinary Shares
The Company is authorized to issue up to Class B Ordinary Shares, $ par value per share. Holders of the Class B Ordinary Shares are entitled to one vote for each share. At December 31, 2025 and 2024, there were Class B Ordinary Shares issued and outstanding. The Company originally issued Class B Ordinary Shares, and 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 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 Sponsor agreed to transfer 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 Class B Ordinary Shares on a one-for-one basis into Class A Ordinary Shares in the 2024 Founder Share Conversion. As of December 31, 2025, pursuant to the Non-Redemption Agreements, the Sponsor has agreed to transfer Class B Ordinary Shares to certain investors on or promptly after the consummation of the Business Combination.
The Class 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 those Class B Ordinary Shares into an equal number of Class A Ordinary Shares, subject to adjustment as provided above, at any time.
The Company may issue additional ordinary or preference shares to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.
COMPASS DIGITAL ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025
|