Compass Digital Acquisition Corp.

Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. On April 14, 2026, Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “ Company ”), held an extraordinary general meeting of shareholders in lieu of an annual general meeting of shareholders (the “ Meeting ”). The final prospectus filed with the U.S. Securities and Exchange Commission by the Company on October 18, 2021 and the Company’s amended and restated memorandum and articles of association (as amended and currently in effect, the “ Articles ”) provided that the Company initially had until October 19, 2023 (the date that was 24 months after the consummation of the Company’s initial public offering on October 19, 2021 (the “ IPO ”) to complete a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “ Business Combination ”, and such period, the “ Combination Period ”). On October 19, 2023, the Company’s shareholders approved an amendment to the Articles to extend the end of the Combination Period from October 19, 2023 to July 19, 2024. On July 18, 2024, the Company’s shareholders approved, among other things, an amendment to the Articles to further extend the end of the Combination Period from July 19, 2024 to December 19, 2024, and then on a monthly basis up to four (4) times until April 19, 2025, or such earlier date as determined by the Company’s board of directors (the “ Board ”). On April 16, 2025, the Company’s shareholders approved, among other things, an amendment to the Articles to further extend the end of the Combination Period from April 19, 2025 to April 20, 2026, or such earlier date as determined by the Board. At the Meeting, the Extension Amendment Proposal (as defined below) to further amend the Articles (the “ Extension Amendment ”) was approved. Under the law of the Cayman Islands, upon approval of the Extension Amendment Proposal by the affirmative vote of a majority of at least two-thirds (2/3) of the votes cast by the holders of the Company’s (i) Class A ordinary shares, par value $0.0001 per share (the “ Class A Ordinary Shares ”), and (ii) Class B ordinary shares, par value $0.0001 per share (the “ Class B Ordinary Shares, ” and together with the Class A Ordinary Shares, the “ Ordinary Shares ”) voting as a single class, who, being entitled to do so, voted in person (including shareholders who voted online) or by proxy at the Meeting, the Extension Amendment became effective. The Company filed the Extension Amendment with the Cayman Islands Registrar of Companies on April 16, 2026. The foregoing description of the Extension Amendment is qualified in its entirety by reference to the Extension Amendment, a copy of which is filed hereto as Exhibit 3.1 and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders. At the Meeting, the Company’s shareholders were presented with proposals to approve, by way of special resolution, the Extension Amendment to extend the date by which the Company must consummate a Business Combination on a monthly basis, up to three (3) times, from April 20, 2026 through July 20, 2026, or such earlier date as determined by the Board (the “ Extension Amendment Proposal ”). Also at the Meeting, the Company’s shareholders were presented with a proposal to ratify, by way of ordinary resolution, the selection by the Board’s Audit Committee of WithumSmith+Brown, PC to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2026 (the “ Auditor Ratification Proposal ” and together with the Extension Amendment Proposal, the “ Proposals ”). The Extension Amendment Proposal was approved with the following vote from the holders of the Ordinary Shares: For Against Abstentions Broker Non-Votes ───────────────────────────────────────────────────────────────────────────────────────────────────── 5,410,356 3 0 2,675 The Auditor Ratification Proposal was approved with the following vote from the holders of the Ordinary Shares: For Against Abstentions Broker Non-Votes ────────────────────────────────────────────────────────────────────────────────────────────────── 5,413,031 3 0 0 A proposal to adjourn the Meeting, by way of ordinary resolution, to a later date or dates or indefinitely, if necessary, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the approval of any of the Proposals was not presented because there were enough votes to approve the Proposals. In connection with the votes to approve the Extension Amendment Proposal, the holders of 10 Class A Ordinary Shares included as part of the units in the IPO (the “ Public Shares ”) properly exercised their right to redeem such shares for cash at a redemption price of approximately $11.76 per share, for an aggregate redemption amount of approximately $118 (the “ Meeting Redemptions ”). Following the Meeting Redemptions, there are 110,856 Public Shares currently issued and outstanding