UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 21, 2024
COMPASS
DIGITAL ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-40912 |
|
N/A |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
195
US HWY 50, Suite 309
Zephyr
Cove, NV
(Address
of principal executive offices)
89448
(Zip
Code)
Registrant’s
telephone number, including area code: (214) 526-4423
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one Class A Ordinary Share and one-third of one redeemable Warrant |
|
CDAQU |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
| Class
A Ordinary Shares, par value $0.0001 per share |
|
CDAQ |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
| Warrants,
each exercisable for one Class A Ordinary Share for $11.50 per share |
|
CDAQW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
7.01 Regulation FD Disclosure.
As
previously disclosed on Current Report filed on Form 8-K filed with the SEC (defined below) on September 11, 2024, on September 5, 2024,
Compass Digital Acquisition Corp., a Cayman Islands exempted company (“Compass Digital”) and EEW Renewables Ltd (“EEW”),
a global developer in the renewable energy industry, entered into a Business Combination Agreement (the “Business Combination
Agreement”) providing for the proposed business combination between Compass Digital and EEW (“Business Combination”),
under a to be formed new public holding company (“Pubco”).
Compass Digital and EEW issued a press release (the “Press Release”), announcing the release of
an investor webcast (the “Investor Presentation”) related to the Business Combination Agreement.
Attached
as Exhibit 99.1, 99.2, and 99.3 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference are the Investor
Presentation that will be used by the parties in connection with the Business Combination, a transcript of management commentary
on the Investor Presentation, and the Press Release. In addition, Compass Digital and EEW have recorded a joint investor webcast
and the video recording is available at compassdigitalspac.com and www.eewrenew.com. Information contained on, or available through,
the respective websites of Compass Digital and EEW, does not constitute part of, and is not deemed incorporated by reference into, this
Current Report.
Exhibits
99.1, 99.2 and 99.3 are intended to be furnished and shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of
that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange
Act, except as expressly set forth by specific reference in such filing.
Forward-Looking
Statements
This
8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed Business
Combination between EEW and Compass Digital and Pubco, including statements regarding the benefits of the Business Combination, the anticipated
timing of the completion of the Business Combination, the services offered by EEW and the markets in which it operates, the expected
total addressable market for the services offered by EEW, the sufficiency of the net proceeds of the Business Combination to fund EEW’s
operations and business plan and EEW’s projected future results. These forward-looking statements generally are identified by the
words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,” and similar
expressions. Forward-looking statements are predictions, projections and other statements about future events or conditions that are
based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual
future events to differ materially from the forward-looking statements in this document, including, but not limited to the following
risks: (i) the Business Combination may not be completed in a timely manner or at all; (ii) the Business Combination may not be completed
by Compass Digital’s business combination deadline, and Compass Digital may fail to obtain an extension of its business combination
deadline; (iii) the parties may fail to satisfy the conditions to the consummation of the Business Combination, including the adoption
of the business combination agreement by the shareholders of Compass Digital, the satisfaction of the minimum trust account amount following
redemptions by Compass Digital’s public shareholders, retaining a minimum amount of available cash and the receipt of certain governmental
and regulatory approvals; (iv) an event, change or other circumstance could occur that gives rise to the termination of the business
combination agreement; (v) the announcement or pendency of the Business Combination could adversely affect EEW’s business relationships,
performance, and business generally; (vi)the Business Combination could disrupt EEW’s current plans and operations; (vii) legal
proceedings may be instituted against EEW, Compass Digital, Pubco or others related to the business combination agreement or the Business
Combination; (viii) Pubco may fail to meet Nasdaq Stock Exchange listing standards at or following the consummation of the Business Combination;
(ix) the parties may not be able to recognize the anticipated benefits of Business Combination, which may be affected by a variety of
factors, including changes in the competitive and highly regulated industries in which EEW (and following the Business Combination, Pubco)
operates, variations in performance across competitors and partners, changes in laws and regulations affecting EEW’s business and
the ability of EEW and the post-combination company to retain its management and key employees; (x) Pubco may not be able to implement
business plans, forecasts, and other expectations after the completion of the Business Combination; (xi) EEW (and following the Business
Combination, Pubco) will need to raise additional capital to execute its business plan, which may not be available on acceptable terms
or at all; (xii) Pubco may experience difficulties in managing its growth and expanding operations; (xiii) Pubco may suffer cyber security
or foreign exchange losses; (xiv) a potential public health crises may affect the business and results of operations of EEW (and following
the Business Combination, Pubco) and the global economy generally; (xv) the effect of costs related to the Business Combination; (xvi)
EEW’s limited operating history; (xvii) EEW depends on the sale of a small number of projects in its portfolio; (xviii) to be successful,
EEW must continually source new projects, including the related properties and grid capacity; (xix) the solar industry has historically
been cyclical and experienced periodic downturns; (xx) EEW’s expansion into new lines of business involves inherent risks and may
not be successful; (xxi) EEW faces substantial competition in the markets for renewable energy, and many of its competitors are better
established and have more resources; (xxii) EEW will need additional funding to complete its business plan, and it may fail to obtain
this funding on reasonable sources or at all; (xxiii) EEW’s projects are subject to substantial regulation; (xxiv) EEW operates
in many different jurisdictions and countries, which exposes it to complexity and risk; and (xxv) the predicted growth of renewable energy
in general and solar energy in particular may not materialize. The foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Compass Digital’s
Quarterly Reports on Form 10-Q, the registration statement on Form F-4 and proxy statement/prospectus that will be filed by Pubco, and
other documents filed by Compass Digital and Pubco from time to time with the Securities and Exchange Commission (the “SEC”).
These filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking statements, and EEW and Compass Digital assume no obligation and do
not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
None of EEW, Compass Digital or Pubco gives any assurance that any of EEW, Compass Digital or Pubco will achieve its expectations.
Additional
Information and Where to Find It
This
8-K relates to the Business Combination, but does not contain all the information that should be considered concerning the Business Combination
and is not intended to form the basis of any investment decision or any other decision in respect of the transaction. Pubco intends to
file with the SEC a registration statement on Form F-4 relating to the transaction that will include a proxy statement of Compass Digital
and a prospectus of Pubco. When available, the definitive proxy statement/prospectus and other relevant materials will be sent to all
Compass Digital shareholders as of a record date to be established for voting on the Business Combination. Compass Digital and Pubco
also will file other documents regarding the Business Combination with the SEC. Before making any voting decision, investors and securities
holders of Compass Digital are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents
filed or that will be filed with the SEC in connection with the Business Combination as they become available because they will contain
important information about Compass Digital, EEW and the Business Combination.
Investors
and securities holders will be able to obtain free copies of the proxy statement/prospectus and all other relevant documents filed or
that will be filed with the SEC by Compass Digital and Pubco through the website maintained by the SEC at www.sec.gov. In addition, the
documents filed by Compass Digital and Pubco may be obtained free of charge by contacting its Chief Financial Officer, Nick Geeza, c/o
Compass Digital Acquisition Corp., 195 US HWY 50, Suite 309, Zephyr Cove, NV, at (310) 954-9665.
Participants
in the Solicitation
EEW,
Compass Digital and Pubco and their respective directors and executive officers may be deemed under SEC rules to be participants in the
solicitation of proxies of Compass Digital’s shareholders in connection with the Business Combination. Investors and security holders
may obtain more detailed information regarding the names and interests of Compass Digital’s directors and officers in the Business
Combination in Compass Digital’s filings with the SEC, including Compass Digital’s final prospectus in connection with its
initial public offering, which was filed with the SEC on October 18, 2021 (the “IPO S-1”). To the extent that holdings
of Compass Digital’s securities have changed from the amounts reported in Compass Digital’s IPO S-1, such changes have been
or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under
SEC rules, be deemed participants in the solicitation of proxies of Compass Digital’s shareholders in connection with the Business
Combination will be set forth in the proxy statement/prospectus on Form F-4 for the Business Combination, which is expected to be filed
by Pubco with the SEC.
Investors,
shareholders and other interested persons are urged to read the proxy statement/prospectus and other relevant documents that will be
filed with the SEC carefully and in their entirety when they become available because they will contain important information about the
Business Combination. Investors, shareholders and other interested persons will be able to obtain free copies of the proxy statement/prospectus
and other documents containing important information about EEW, Compass Digital and Pubco through the website maintained by the SEC at
www.sec.gov. Copies of the documents filed with the SEC that are referred to herein can be obtained free of charge from the sources indicated
above.
No
Offer or Solicitation
This
8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the
transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Compass Digital, Pubco or
EEW, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would
be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions
therefrom.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| COMPASS
DIGITAL ACQUISITION CORP. |
|
| |
|
| By: |
/s/
Nick Geeza |
|
| Name: |
Nick
Geeza |
|
| Title: |
Chief
Financial Officer |
|
Date:
October 22, 2024
Exhibit
99.1
Exhibit
99.2
EEW
| Investor Presentation (October 2024)
Thomas
Hennessy - CEO of CDAQ
Slide
4
We
are pleased to be here with you today to discuss the proposed business combination of Compass Digital Acquisition Corp (or “CDAQ”)
and EEW Renewables (or “EEW”). I’m Tom Hennessy, and I serve as the CEO of CDAQ and I’m joined by my partner
and CFO, Nick Geeza. From the EEW side, we are joined by Svante Kumlin, the founder and CEO of EEW, and Kaveh Ertefai, the CFO.
We
have an exciting and comprehensive agenda today. Thank you for joining us to learn more about EEW.
Slide
5
Before
I turn it over to the EEW team, I’d like to take a few minutes to share some thoughts on our renewable energy thesis.
EEW
is operating in highly supportive regulatory environments in Europe and Australia. Unlike the US, European solar is not challenged by
tariffs. In EEW’s core markets of UK, Sweeden, Italy, Spain and Australia, energy demand is high and therefore energy prices are
high.
We
have spent a considerable amount of time studying renewables because we believe the adoption of renewable energy is imperative to reduce
energy prices and meet growing energy demand. Solar is the most cost-competitive new energy source (as you can see on the top left chart),
and has been the largest new energy source over the past decade.
These
macro trends support EEW’s current markets and areas of focus on utility scale solar. As you can see on the top right chart, estimates
from the International Energy Agency (or “IEA”) suggest utility scale solar will triple by 2030.
As
you can see on the bottom right chart, Battery Energy Storage Systems (or “BESS”) are expected to quadruple by 2030, as co-located
solar and BESS projects become increasingly prevalent to provide capacity, grid support and energy independence.
And
finally, as shown on the bottom left chart, the IEA estimates hydrogen will need to grow by nearly 6x by 2050 to support industrial decarbonization
targets.
Slide
6
Next,
I’d like to share some highlights on EEW.
Founded
in 2008, EEW is an established utility-scale renewable energy project developer, across Europe and Australia with a 12 year track record
of developing approximately 1.5 GW of projects.
EEW
has a differentiated, fully-integrated solar, BESS, and hydrogen platform supported by its network of operators with localized insight.
EEW
also has an established and growing global presence in several key geographies across Europe and Australia, characterized by their high
yielding, unsubsidized renewable energy markets.
Additionally,
EEW has the pipeline and expertise to opportunistically evolve into an Independent Power Producer or IPP, thereby controlling
the entire project life cycle to secure recurring revenue.
EEW
has been efficiently executing this multi-pronged strategy. The company achieved profitability in 2014 and achieved net income margins
of 52% last year.
Finally,
the company also has a compelling growth plan supported by a robust project pipeline, with up to 8 times pipeline coverage of 2024 revenue
projections.
Altogether,
EEW is a proven developer, with global experience and local insight.
Slide
7
Regarding
the transaction and closing timeline.
●
We are targeting to close the transaction in Q1 2025 and post-closing, EEW will be listed on Nasdaq under the ticker EEW.
On
Valuation…
●
The transaction implies a pro forma enterprise value of $386 million. EEW is a founder-led business, and Svante, the founder, and
the other shareholders will roll 100% of their equity.
On
Capital Structure…
Post-closing
the business combination, we expect EEW to be well capitalized to fund the future growth opportunities that Svante and Kaveh will walk
through shortly.
With
that, I’m very pleased to introduce Svante.
Svante
– CEO & Founder of EEW
Slide
9
Thanks
Tom for your introduction to EEW.
I
am the CEO and Founder of EEW. I am an experienced entrepreneur with over 20+ years of experience in the clean technology space. I am
joined today by Kaveh the CFO of EEW.
We
founded EEW over 12 years ago, and we’ve been at the forefront of the solar industry since its early days.
EEW
operates globally with a presence in Australia, Sweden UK, Spain and Italy. This enables us to spread risk and maximize opportunities,
ensuring we’re not reliant on any single market.
To
date, we’ve developed 24 projects totaling over 1.5 GW of renewable energy projects – cumulatively generating approximately
$100 million in revenues.
Looking
ahead, we have a pipeline of 9 GW in renewable projects across solar , “BESS” and green H2 and NH3,. We aim to convert
these projects into revenue in the coming years whilst continuing to develop and grow our pipeline.
Slide
10
The
reason why we came into this industry was that we believed that renewable energy was the solution for where the world was going and there
must be a sustainable solution for energy. We understood it would not happen overnight but when it happens it’s a license to print
money.
So
since 2008, we have been witnessing its evolution from a subsidy- dependent niche to the largest new energy industry and soon to become
the biggest source of energy, competing on market terms with any energy source without any subsidies.
Our
journey has proven our resilience to regulatory and market changes.
We’ve
succeeded across multiple markets, delivering projects and building a global organization.
We
pride ourselves on being pioneers, and going public is the next milestone we will achieve.
Kaveh
– CFO of EEW
Slide
11
Eco
Energy World’s core business model is centered around developing utility-scale renewable energy projects with Solar PV, BESS and
most recently Green Hydrogen technologies. We focus on creating large- scale solutions that contribute significantly to the global transition
to clean energy.
Historically
our business model has been focused on project exits at Advanced or Ready-to-Build Stages.
In
the medium term, our strategy is to not only develop these projects but also to strategically evolve our operations to manage and operate
as an independent power producer allowing the company to maximise and capture long-term value.
Slide
12
EEW
has a proven track record in developing and monetizing large-scale solar PV projects. To date, we’ve successfully developed and
monetized over 1.5 GW of solar PV projects across four countries including the UK, Australia, Spain and Sweden.
Our
ability to deliver these projects to blue-chip counterparties highlights the strength of our approach. We’ve worked with oil majors,
investment funds, utilities and independent power producers, establishing long-term relationships with some of the most respected names
in the energy industry.
This
proven track record demonstrates our expertise in project development, operational execution, and strategic partnerships. With this solid
foundation, EEW continues to lead in the global transition to clean energy.
Slide
13
At
EEW, we’re proud of the depth and breadth of experience that our executive team and prospective board bring to the company.
Both
Svante and I are entrepreneurs and have been dedicated to the renewable energy industry for over the past 16 years, with a wealth of
experience in development, management, and scaling projects across the globe. We have built a strong, multidisciplinary management team
that covers every facet of renewable energy development - from project execution to finance and operations.
We
are also excited to have a highly skilled prospective board, led by Roger Parry, who brings extensive leadership experience, sitting
on the board of several high-profile companies including Uber & YouGov. Additionally, we are privileged to have Vera Spiradopoulou
joining our board who has held senior positions at Deutsche Bank, Morgan Stanley and other major institutions, adding significant financial
expertise to our leadership.
This
combination of experienced leadership and board oversight - positions EEW for continued growth, innovation, and success as we expand
our role in the global renewable energy sector.
Svante
Slide
14
Here
is an overview of how Solar & Bess works
EEW
is a technology-agnostic company and we engineer projects to be bankable and for long term, secure operations.
In
solar, we use PV technology
In
BESS, we use lithium-ion battery technology
Our
projects are dependent on hitting high IRR targets, so we engineer them for optimized production to the most efficient capex.
Slide
15
Today
EEW is primarily focused on developing solar and BESS projects from greenfield to ready-to-build. This project lifecycle usually takes
up to 3 years.
The
development cycle is:
First:
Site selection, where we identify land with proximity to grid access.
Next:
Feasibility studies are conducted, including environmental impact assessments, grid connection analysis and permitting requirements.
After
this: Land and grid agreements are secured.
Following
that: We conduct engineering design, permits and development approvals are obtained and at some point, around 3 years after inception,
the project reaches ready-to-build status.
As
EEW evolves into an IPP we will leverage
(1)
our 16+ years of experience in renewables development,
(2)
our localized expertise across our current market and
(3)
our proprietary pipeline of RTB projects, to transition into IPP operations.
As
an IPP we will have stable recurrent revenues and enjoy a value uplift on constructed projects which will grow the valuation of EEW and
create shareholders value.
Slide
16
Our
“Hub & Spoke” organizational model allows us to centralize key management functions such as finance, legal, HR, admin
and engineering, while ensuring local teams on the ground receive the necessary support to drive project success in areas like land acquisition,
local planning, and grid connection.
Local
consultants in the regions we operate, provide essential assistance throughout the development process – where strong relationships
matter, and local knowledge is key - this has proven to be the most competent and cost-efficient model.
Slide
17
The
existing EEW business model is structured to Develop and Sell projects.
Operating
as a developer provides the highest return in the value chain– typically up to 80%.
Compared
with other models:
Acquire
projects then Construct and sell would typically yield approximately 20% margins or
An
IPP provides an on-going, stable and secure IRR of around 10%
Slide
18
EEW
moved into to Green H2/NH3 in 2021, which was a natural step for us considering the evolution of the energy transition. There is a need
for other sustainable energy forms for special industrial decarbonization processes, power generation and e-fuels used for transportation.
We
believe H2 is the answer for that.
Slide
19
Key
for developing H2 projects, is to have cheap renewable Energy since energy costs account for 70% of hydrogen production.
As
leading developer and having renewable energy projects on our books, we are well positioned to pivot into Hydrogen.
The
EEW H2 development model is based on generating power only by solar and to 100% control these solar power assets. We have, through this,
the best speed to operations and best certainty of long-term operational cost since 70% is power.
The
development cycle for H2 is far more advanced and extensive than renewable energy projects, compared with solar & Bess.
Also,
securing preliminary offtake is imperative for any H2 project.
Slide
20
We
currently have two H2 projects in development. A 1 GW project in Morocco - H2 production - for export to Europe and a 750 MW H2 project
converted to Green Ammonia, in Australia for export to Asia.
Both
projects are planned to be operational by 2028 and are being undertaken through a joint venture with EEW H2.
These
projects will generate revenue from long-term offtake agreements, plus potential carbon and tax credits with a projected IRR target
of at least 15%.
Slide
21
Now
moving to a market overview
Slide
22
Our
addressable market is huge and growing exponentially.
EEW
is operating within an investment sweet spot with $ Trillions required in the short and medium term to achieve global energy transition
targets, which have been set by governments worldwide
Our
TAM across all our three sectors of focus is almost $700B
Slide
23
Over
the past 10+ years, the demand for solar has been surging and production costs steadily decreasing, we’ve seen the cost of solar
decrease to just 10% of what they were a decade ago. As Tom highlighted upfront, the levelized cost of solar is now the lowest, together
with wind, of any conventional energy source.
We
are seeing a similar growing demand and decreasing costs for BESS, and the same trend applies to Green Hydrogen and Ammonia,
Growth
rate is currently 22% for solar, 26% for Bess, 36% for H2 and a staggering 116% for NH3.
So,
in Summary, this is a really good market to be in when you want to grow…...
Kaveh
Slide
24
Here
we compare developer and IPP economics on a 100 MW European Solar Project
The
developer model, which focus on Develop and sell before construction (at RTB) yields a return on invested capital of not less than
100% per year based on a total margin of 75%. Projects take approximately 3 years to develop and sell.
The
IPP strategy focuses on long-term value creation through the operation of the project which is a long term strategy where projects
are constructed, owned and operated to generate recurring revenue from electricity sales, providing an IRR of 14% (leveraged)
The
difference between the modules are that the Developer profile has a lumpy cash flow stream but high returns, and the IPP model provides
a more predictable cash flow but lower returns.
Slide
25
This
example illustrates the value creation of a 100 MW European Solar Project: from development through to IPP operations.
Once
this 100 MV solar project commences operations, it will generate an EBiTDA of US$ 7 Million.
Public
market valuations of renewable Energy companies are often valued by a multiple x EBITDA., currently this is between 10 to 20 X.
At
the lower multiple, an operating project will attract a valuation of US $ 70 Million.
Based
on a 21M equity investment and conservatively assuming the rest of the investment is financed, there will be additional value creation
of US$ 49 Mil or an uplift of 233% on the equity invested.
Slide
27
EEW’s
pipeline showcases our robust portfolio and commitment to meeting diverse energy needs.
We
currently have:
| |
● |
3.2
GW of Solar PV |
| |
|
|
| |
● |
4.1
GWh of BESS |
| |
|
|
| |
● |
1.75
GWh of Green Hydrogen and Ammonia (H2 & NH3) |
Our
pipeline is strategically & geographically diverse, which provides a valuable cushion against supply and demand fluctuations, ensuring
stability and reliability in our operations.
We
classify our projects into three distinct stages: Early, Mid and Advanced Stage. On average, the development cycle from Early stage to
Advanced is around 3 to 4 years.
Our
advanced stage projects, which account for nearly 2 GW, are typically nearing completion and are ready to be marketed for sale.
This
substantial pipeline allows us to efficiently capitalize on our projects and continue expanding our renewable energy footprint.
Slide
28
EEW’s
advanced and mid-stage pipeline, totaling nearly 4 GW, provides exceptional earnings visibility for upcoming years. This pipeline represents
up to 8 times the coverage of our topline projections for fiscal year 2024.
Our
advanced projects, which form a significant portion of this pipeline, typically convert at a rate of 90%. This high conversion rate further
enhances our confidence in achieving and potentially exceeding our revenue targets.
With
such robust pipeline coverage and a strong track record of project conversion, we are well-positioned to drive substantial revenue growth
and deliver on our strategic objectives.
Slide
29
Let’s
dive into our Advanced Stage Portfolio Overview. For fiscal year 2024, we estimate sales of over 500 MW, which equates to approximately
26% of our total advanced stage pipeline.
Our
advanced stage projects are strategically diversified across our core markets, including the UK, Italy, Sweden, and Australia. The portfolio
includes a mix of co-located and independent solar PV and BESS projects.
This
blend of project types and locations enhances our strategic positioning and maximizes our potential for near-term profitability.
Nick
– CFO of CDAQ
Slide
30
Thank
you, Kaveh.
Slide
31
Starting
on slide 31, we believe the combination of Development Companies, US listed Independent Power Providers or IPPs, and European listed
IPPs best capture EEW’s current model and future IPP opportunity.
The
DevCos have more growth than their IPP counterparts due to their nimbler project-based business models and renewable energy tailwinds.
EEW similarly benefits from these growth drivers.
Additionally,
EEW has historically achieved higher margins than the median of this comp set due to its focus on, pre-Ready-To-Build (or “RTB”)
stages of project development and its experienced management team. With net income margins of approximately 52% in FY 2023, EEW has outperformed
all its comps here due to its asset-light business model and the aforementioned operating efficiencies.
Slide
32
We
show valuation benchmarking here based on Enterprise Value to Estimated 2024 EBITDA.
The
DevCos trade at a slightly higher median EV/EBITDA multiple, due to their higher growth potential. US. listed IPPs trade at a slight
premium to EU listed IPPs driven by Enlight and Altus, both recent IPOs or DeSPACs.
The
median 2024 EV/EBITDA multiple across all three comp sets is approximately 16.8x. We believe that we’ve priced EEW at an attractive
discount to these medians. Over time, as EEW executes in the public markets, we expect EEW to trade up in line or above its comps given
its compelling growth prospects and margin profile.
Slide
33
Now
on to our transaction summary. On the Sources side, the transaction will be funded with a combination of rollover equity from existing
EEW shareholders and gross proceeds of $25M. We expect these cash proceeds to come from a combination of proceeds from CDAQ’s Trust,
a PIPE and potential Convert.
On
the Uses side, we expect $15M of cash will go directly to EEW’s balance sheet, and we are estimating $10M for transaction fees
and expenses in addition to the $300M of equity rolled over. The resulting pro forma Enterprise Value inclusive of approximately $9 million
of existing net debt on the balance sheet is $386 million.
To
wrap things up, we at Compass Digital Acquisition Corp are thrilled to enter into a business combination with EEW Renewables. We are
impressed by EEW’s differentiated experience and platform, strong financial profile, large addressable market and future growth
prospects.
Exhibit
99.3
EEW
Renewables and Compass Digital Acquisition Corp. Announce Release of Investor Webcast Related to Proposed Business Combination
NEW
YORK – October 22, 2024 – EEW Renewables Ltd (“EEW”), a global developer in the renewable
energy industry, and Compass Digital Acquisition Corp. (Nasdaq: CDAQ) (“CDAQ”), a special purpose acquisition company, announced
today the release of an investor webcast related to the proposed business combination agreement (the “Business Combination Agreement”)
providing for the proposed business combination between CDAQ and EEW (the “Proposed Business Combination”).
The
investor webcast includes a presentation from the EEW and CDAQ leadership teams. The presentation provides the latest views on EEW’s
renewable energy thesis, business model, addressable market opportunity, market growth drivers, project pipeline, financial outlook,
and transaction overview.
Investors
may access the webcast recording and the investor presentation discussed on the webcast on the respective EEW and CDAQ websites
at www.eewrenew.com/webcast and www.compassdigitalspac.com/webcast.”
Svante
Kumlin, CEO of EEW, commented: “Today’s presentation reaffirms our excitement and vision for the future alongside CDAQ.
This business combination enables us to continue to grow and capitalize on our significant existing project pipeline while generating
clean and renewable energy. We are excited to continue collaborating with the CDAQ team and believe we are well-positioned to unlock
new opportunities and significant value for our shareholders moving forward.”
Thomas
Hennessy, CEO of CDAQ, added: “We remain fully committed to the proposed business combination with EEW. The market opportunity
continues to be attractive, the regulatory environment in EEW’s geographies remains supportive and EEW’s advanced-stage pipeline
is expanding. We believe that CDAQ is the ideal strategic and capital partner to accelerate EEW ‘s business plan. We are targeting
a Q1 2025 business combination closing, and we believe that this transaction with EEW provides a compelling long-term opportunity for
shareholders.”
On
September 6, 2024, EEW and CDAQ announced that they entered into a definitive business combination agreement subject to customary closing
conditions, including regulatory and CDAQ 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 EEW and CDAQ. The original announcement can be read here.
About
EEW Renewables
EEW
was established by entrepreneur Svante Kumlin. It stands as a prominent independent group dedicated to developing renewable energy projects
on a global scale. Historically, EEW has concentrated on the development of large scale solar photovoltaic (PV) projects. However, the
company has recently expanded its focus to include solar projects coupled with battery energy storage systems (BESS). Moreover, EEW has
an approximate 40% ownership in EEW H2, which focuses on developing green Hydrogen in Australia and North Africa.
Since
2012, EEW has successfully sold 24 solar PV and BESS projects totaling approximately 1.5 GW in the UK, Australia, Spain and Sweden. The
group now has a global solar, BESS and green hydrogen project pipeline of approximately 9 GW spanning Europe and Australia. Headquartered
in London, EEW has established projects in key locations such as the UK, Spain, Sweden, Italy, Australia and Morocco.
For
additional information, please visit www.eewrenew.com
About
Compass Digital Acquisition Corp.
Compass
Digital Acquisition Corp. is a blank check company incorporated in the Cayman Islands on March 8, 2021. CDAQ was formed for the purpose
of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination
with one or more businesses. CDAQ is an early stage and emerging growth company and, as such, is subject to all risks associated with
early stage and emerging growth companies.
For
additional information, please visit compassdigitalspac.com
Forward-Looking
Statements
This
press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Proposed
Business Combination between EEW, CDAQ and the to be formed new public holding company (“Pubco”), including statements regarding
the benefits of the Proposed Business Combination, the anticipated timing of the completion of the Proposed Business Combination, the
services offered by EEW and the markets in which it operates, the expected total addressable market for the services offered by EEW,
the sufficiency of the net proceeds of the Proposed Business Combination to fund EEW’s operations and business plan and EEW’s
projected future results. These forward-looking statements generally are identified by the words “believe,” “project,”
“expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,” “will
be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions,
projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result,
are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements
in this document, including, but not limited to the following risks: (i) the Proposed Business Combination may not be completed in a
timely manner or at all; (ii) the Proposed Business Combination may not be completed by CDAQ’s business combination deadline, and
CDAQ may fail to obtain an extension of its business combination deadline; (iii) the parties may fail to satisfy the conditions to the
consummation of the Proposed Business Combination, including the adoption of the business combination agreement by the shareholders of
CDAQ, the satisfaction of the minimum trust account amount following redemptions by CDAQ’s public shareholders, retaining a minimum
amount of available cash and the receipt of certain governmental and regulatory approvals; (iv) an event, change or other circumstance
could occur that gives rise to the termination of the business combination agreement; (v) the announcement or pendency of the Proposed
Business Combination could adversely affect EEW’s business relationships, performance, and business generally; (vi) the Proposed
Business Combination could disrupt EEW’s current plans and operations; (vii) legal proceedings may be instituted against EEW, CDAQ,
Pubco or others related to the business combination agreement or the Proposed Business Combination; (viii) Pubco may fail to meet Nasdaq
Stock Exchange listing standards at or following the consummation of the Proposed Business Combination; (ix) the parties may not be able
to recognize the anticipated benefits of Proposed Business Combination, which may be affected by a variety of factors, including changes
in the competitive and highly regulated industries in which EEW (and following the Proposed Business Combination, Pubco) operates, variations
in performance across competitors and partners, changes in laws and regulations affecting EEW’s business and the ability of EEW
and the post-combination company to retain its management and key employees; (x) Pubco may not be able to implement business plans, forecasts,
and other expectations after the completion of the Proposed Business Combination; (xi) EEW (and following the Proposed Business Combination,
Pubco) will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all;
(xii) Pubco may experience difficulties in managing its growth and expanding operations; (xiii) Pubco may suffer cyber security or foreign
exchange losses; (xiv) a potential public health crises may affect the business and results of operations of EEW (and following the Proposed
Business Combination, Pubco) and the global economy generally; (xv) the effect of costs related to the Proposed Business Combination;
(xvi) EEW’s limited operating history; (xvii) EEW depends on the sale of a small number of projects in its portfolio; (xviii) to
be successful, EEW must continually source new projects, including the related properties and grid capacity; (xix) the solar industry
has historically been cyclical and experienced periodic downturns; (xx) EEW’s expansion into new lines of business involves inherent
risks and may not be successful; (xxi) EEW faces substantial competition in the markets for renewable energy, and many of its competitors
are better established and have more resources; (xxii) EEW will need additional funding to complete its business plan, and it may fail
to obtain this funding on reasonable sources or at all; (xxiii) EEW’s projects are subject to substantial regulation; (xxiv) EEW
operates in many different jurisdictions and countries, which exposes it to complexity and risk; and (xxv) the predicted growth of renewable
energy in general and solar energy in particular may not materialize. The foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of CDAQ’s
Quarterly Reports on Form 10-Q, the registration statement on Form F-4 and proxy statement/prospectus that will be filed by Pubco, and
other documents filed by CDAQ and Pubco from time to time with the SEC. These filings do or will identify and address other important
risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and EEW and CDAQ assume no obligation and do not intend to update or revise these forward-looking statements, whether as
a result of new information, future events, or otherwise. None of EEW, CDAQ or Pubco gives any assurance that any of EEW, CDAQ or Pubco
will achieve its expectations.
 |
|
 |
Additional
Information and Where to Find It
This
press release relates to the Proposed Business Combination, but does not contain all the information that should be considered concerning
the Proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of
the transaction. Pubco intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement
on Form F-4 relating to the transaction that will include a proxy statement of CDAQ and a prospectus of Pubco. When available, the definitive
proxy statement/prospectus and other relevant materials will be sent to all CDAQ shareholders as of a record date to be established for
voting on the Proposed Business Combination. CDAQ and Pubco also will file other documents regarding the Proposed Business Combination
with the SEC. Before making any voting decision, investors and securities holders of CDAQ are urged to read the registration statement,
the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the Proposed
Business Combination as they become available because they will contain important information about CDAQ, EEW and the Proposed Business
Combination.
Investors
and securities holders will be able to obtain free copies of the proxy statement/prospectus and all other relevant documents filed or
that will be filed with the SEC by CDAQ and Pubco through the website maintained by the SEC at www.sec.gov. In addition, the documents
filed by CDAQ and Pubco may be obtained free of charge by contacting its Chief Financial Officer, Nick Geeza, c/o Compass Digital Acquisition
Corp., 195 US HWY 50, Suite 309, Zephyr Cove, NV, at (310) 954-9665.
Participants
in the Solicitation
EEW,
CDAQ and Pubco and their respective directors and executive officers may be deemed under SEC rules to be participants in the solicitation
of proxies of CDAQ’s shareholders in connection with the Proposed Business Combination. Investors and security holders may obtain
more detailed information regarding the names and interests of CDAQ’s directors and officers in the Proposed Business Combination
in CDAQ’s filings with the SEC, including CDAQ’s final prospectus in connection with its initial public offering, which was
filed with the SEC on October 18, 2021 (the “IPO S-1”). To the extent that holdings of CDAQ’s securities have changed
from the amounts reported in CDAQ’s IPO S-1, such changes have been or will be reflected on Statements of Change in Ownership on
Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of
proxies of CDAQ’s shareholders in connection with the Proposed Business Combination will be set forth in the proxy statement/prospectus
on Form F-4 for the Proposed Business Combination, which is expected to be filed by Pubco with the SEC.
Investors,
shareholders and other interested persons are urged to read the proxy statement/prospectus and other relevant documents that will be
filed with the SEC carefully and in their entirety when they become available because they will contain important information about the
Proposed Business Combination. Investors, shareholders and other interested persons will be able to obtain free copies of the proxy statement/prospectus
and other documents containing important information about EEW, CDAQ and Pubco through the website maintained by the SEC at www.sec.gov.
Copies of the documents filed with the SEC that are referred to herein can be obtained free of charge from the sources indicated above.
No
Offer or Solicitation
This
press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the Proposed Business Combination and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of
CDAQ, Pubco or EEW, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended,
or exemptions therefrom.
Investor
Relations Contact:
Gateway
Group
Cody
Slach, Georg Venturatos
949-574-3860
CDAQ@gateway-grp.com
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