Compass Digital Acquisition, EEW Renewables enter combination agreement

EEW Renewables and Compass Digital Acquisition entered into a definitive business combination agreement. EEW is a global utility-scale renewable energy project developer with diversified operations across Europe and Australia. Since its founding in 2012, EEW has leveraged over a decade of experience to successfully develop approximately 1.5 GW of renewable energy projects. The Company operates a streamlined platform with specialized expertise in key renewable technologies, including solar PV, BESS, and green hydrogen development. EEW boasts a robust project pipeline totalling 9 GW, providing around 8x coverage of its 2024 sales forecast. The advanced-stage pipeline includes more than 300MW of Solar PV and over 1.5 GWh of BESS, positioning EEW to capitalize on the expanding global demand for renewable energy. The Company is strategically poised to benefit from large, growing addressable markets, driven by global climate initiatives, declining renewable energy costs, and rising energy demand. As a pure-play developer, EEW has a natural advantage and a strategic vision to evolve into an IPP, enabling it to manage and operate select projects and capture recurring revenue. Upon closing of the transactions contemplated in the Business Combination Agreement, the combined company is expected to list on Nasdaq, which could accelerate EEW’s growth trajectory, unlocking a multitude of new opportunities. EEW’s existing management team, led by CEO Svante Kumlin, will continue to lead the business after this transaction. The Proposed Business Combination implies a pro forma combined enterprise value of $386 million, assuming $25 million total left from trust proceeds and transaction financing at $10.00 per share, excluding additional earnout consideration. The Proposed Business Combination is expected to deliver gross cash proceeds to EEW of approximately $25 million, through a combination of SPAC Trust proceeds and additional funding from one or more financing agreements with investors expected to be executed prior to the closing of the Proposed Business Combination. Under the terms of the Business Combination Agreement, EEW’s existing shareholders will convert 100% of their equity ownership into the combined company and are expected to own approximately 79% of the post-combination company upon consummation of the Proposed Business Combination, inclusive of the additional earnout consideration and any third-party financing arrangements. The Proposed Business Combination is expected to be completed in the first quarter of 2025, 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.