Compass Digital to merge with EEW Renewables in $300M SPAC business combination

Compass Digital Acquisition Corp.

Base consideration $300M paid in Pubco ordinary shares valued at $10.00 each.
Sellers eligible for up to 4.2M additional Earnout Shares on VWAP thresholds ($11/$12) or FY2025 EBITDA ≥ $41.9M.
Minimum cash condition: $15M at Closing (including trust) or $25M with post-close Additional Capital.
Outside date Jan 19, 2025, extendable monthly up to 3 months; PCAOB audits due by Oct 31, 2024.
Post-closing Pubco board: 5-7 directors, majority independent, with staggered three-year terms.

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