Eco Energy World, Inc. agreed to acquire Compass Digital Acquisition Corp. (NasdaqGM:CDAQ) from Compass Digital SPAC LLC, HCG Opportunity, LLC and others in a reverse merger transaction for approximately $370 million on September 5, 2024. Consideration consists of $3 million(subject to increase to the extent that Compass Digital?s unpaid transaction expenses and cash liabilities as of the Closing that the Sponsor does not pay in cash exceeds $5 million and subject to decrease to the extent that the amount of EEW?s unpaid transaction expenses is more than $5 million), 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. In addition 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 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: (i)If during the 3-year period after the Closing (the ?Earnout Period?), the volume-weighted average price (VWAP) 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 (ii)If Pubco?s consolidated EBITDA for the fiscal year ended April 30, 2025 equals or exceeds $41.9 million, subject to certain adjustments, the Sellers will receive all of the Earnout Shares. Eco Energy World?s existing management team, led by Chief Executive Officer Svante Kumlin, will continue to lead the business after this transaction. The transaction subject to customary closing conditions, including regulatory and Compass Digital Acquisition stockholder approvals. The combined public company is expected to list its common stock and warrants to purchase common stock on Nasdaq, subject to approval of its listing application. The Proposed Business Combination has been unanimously approved by the Board of Directors of both Eco Energy World and Compass Digital Acquisition. The Proposed Business Combination is expected to be completed in Q4, 2024 and the first quarter of 2025. On November 3, 2025, Eco Energy World, Inc. issued a notice to Compass Digital Acquisition Corp., purporting to terminate the Business Combination Agreement under Sections 10.1(b) and 10.1(d). On November 6, 2025, Compass Digital Acquisition Corp. disputed this termination, asserting that the alleged breaches of representations, warranties, and covenants were either non-existent or insufficient to justify termination. Compass Digital Acquisition also claimed that Eco Energy World's own breaches of key covenants invalidated Eco Energy World's right to terminate the agreement. Compass Digital Acquisition considers Eco Energy World's termination notice to be invalid under the terms of the Business Combination Agreement. Compass Digital Acquisition is currently reviewing the notice and agreement, reserving the right to further contest Eco Energy World's assertions and claims.

Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, is acting as Compass Digital Acquisition?s exclusive financial advisor and lead capital markets advisor. Roth Capital Partners is an exclusive financial advisor to Eco Energy World. Ellenoff Grossman & Schole LLP is serving as legal counsel to Compass Digital Acquisition Corp., and Seward and Kissel LLP is serving as legal counsel to Eco Energy World. Marcum LLP is serving as auditor to Eco Energy World, Withum is serving as auditor to Compass Digital Acquisition Corp., and Gateway Group is serving as investor relations advisor for the transaction. Advantage Proxy, Inc. is the proxy solicitation agent for Compass Digital Acquisition for a fee of $8,500. Continental Stock Transfer & Trust Company is the transfer agent of Compass Digital Acquisition.

Eco Energy World, Inc. cancelled the acquisition of Compass Digital Acquisition Corp. (NasdaqGM:CDAQ) from Compass Digital SPAC LLC, HCG Opportunity, LLC and others in a reverse merger transaction on November 17, 2024.