false
--12-31
0001851909
0001851909
2024-07-24
2024-07-24
0001851909
CDAQ:UnitsEachConsistingOfOneClassOrdinaryShareAndOnethirdOfOneRedeemableWarrantMember
2024-07-24
2024-07-24
0001851909
CDAQ:ClassOrdinarySharesParValue0.0001PerShareMember
2024-07-24
2024-07-24
0001851909
CDAQ:WarrantsEachExercisableForOneClassOrdinaryShareFor11.50PerShareMember
2024-07-24
2024-07-24
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): July 24, 2024 (July 18, 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 1.01. Entry into a Material Definitive Agreement.
As
previously disclosed in a Current Report on Form 8-K filed by Compass Digital Acquisition Corp.,
a Cayman Islands exempted company (the “Company”), with
the U.S. Securities and Exchange Commission (the “SEC”) on July 17, 2024, the Company and HCG
Opportunity, LLC, the Company’s sponsor (the “Sponsor”), entered into agreements (collectively,
the “Non-Redemption Agreements”) with unaffiliated, third-party investors in exchange for such investors agreeing
not to redeem an aggregate of 500,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class
A Ordinary Shares”), at the Meeting (as defined below). Between July 17, 2023 and July 18, 2023, the Company and Sponsor entered
into further Non-Redemption Agreements with additional unaffiliated, third-party investors in exchange for such investors agreeing not
to redeem an aggregate of 1,975,000 Class A Ordinary Shares at the Meeting (together with the 500,000 Class A Ordinary Shares not redeemed,
the “Non-Redeemed Shares”), for a total of 2,475,000 Non-Redeemed Shares.
Pursuant
to the Non-Redemption Agreements, the Sponsor has agreed to transfer to such investors an aggregate of (i) 412,498 of the Company’s
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”), held by the Sponsor for the first five months of the extension of the Combination
Period (as defined below) and (ii) 82,498 Class B Ordinary Shares held by the Sponsor for each additional month of the extension of the
Combination Period needed, in connection with the closing of the Business Combination (as defined below), provided that (i) the investors
did not exercise their redemption rights with respect to the Non-Redeemed Shares in connection with the Meeting and (ii) the Extension
Amendment Proposal (as defined below) was approved.
In
connection with its entry into the Non-Redemption Agreements, the Company agreed that, in the event of the liquidation of the Trust Account
(as defined below), it will only utilize up to $50,000 of funds from the accrued interest of the Trust Account to pay any dissolution
expenses if it does not effect a Business Combination prior to the end of the Combination Period.
The
foregoing summary of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the
form of Non-Redemption Agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
On
July 24, 2024, the Company issued an aggregate of 2,600,000 Class A Ordinary Shares to
(i) the Sponsor and (ii) Compass Digital SPAC LLC, the Company’s former sponsor (the
“Prior Sponsor” and together with the Sponsor, the “Sponsors”), upon the conversion
(the “Conversion”) of an equal number of Class B Ordinary Shares held by the Sponsors. The Class A Ordinary
Shares issued in connection with the Conversion are subject to the same restrictions applicable to the Class B Ordinary Shares prior
to the Conversion, including certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a
Business Combination as described in the final prospectus filed with the SEC by the Company on October
18, 2021 (the “IPO Prospectus”) in connection with the Company’s initial public offering (the
“IPO”). Following the Conversion and the Redemptions (as defined below), there are 5,681,485
Class A Ordinary Shares issued and outstanding and 2,110,122 Class B Ordinary
Shares issued and outstanding.
The
Class A Ordinary Shares issued upon the Conversion have not been registered under the Securities Act of 1933, as amended, in reliance
on the exemption from registration provided by Section 3(a)(9) thereof.
Item
5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On
July 18, 2024, the Company held an extraordinary general meeting of shareholders in lieu of an annual general meeting of shareholders
(the “Meeting”). The (i) IPO Prospectus and (ii)
Company’s amended and restated memorandum and articles of association (as amended and currently in effect, the “Memorandum
and Articles of Association”) provided that the Company initially had until October 19, 2023 (the date that was 24 months after
the consummation of 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 Memorandum and Articles of Association
to extend the end of the Combination Period from October 19, 2023 to July 19, 2024.
At
the Meeting, the Extension Amendment Proposal to further amend the Memorandum and Articles of Association (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 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 July 18, 2024.
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 a proposal to approve, by way of special resolution, the Extension
Amendment to extend the date by which the Company must consummate a Business Combiantion 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” and such proposal, the “Extension Amendment Proposal”).
Also
at the Meeting, the Company’s shareholderss 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, 2024 (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 |
7,600,451 |
|
1,467,556 |
|
0 |
|
599,283 |
The
Auditor Ratification Proposal was approved with the following vote from the holders of the Ordinary Shares:
For |
|
Against |
|
Abstentions |
|
Broker
Non-Votes |
9,156,909 |
|
510,381 |
|
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 the Proposals.
In
connection with the vote to approve the Extension Amendment Proposal, the holders of 2,713,143 Class A Ordinary Shares properly exercised
their right to redeem such shares for cash at a redemption price of approximately $10.92 per share, for an aggregate redemption amount
of approximately $29.6 million (the “Redemptions”).
Item
9.01 Financial Statements and Exhibits.
The
following exhibits are being filed herewith:
(1) |
Incorporated by reference
to the Company’s Current Report on Form 8-K, as filed with the SEC on July 10, 2024. |
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:
July 24, 2024
Exhibit 3.1
SECOND AMENDMENT TO THE
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION OF
COMPASS DIGITAL ACQUISITION CORP.
RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY
RESOLVED, as a special resolution that:
Article 50.7 of the Company’s Amended and Restated
Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 50.7:
50.7 In the event that the Company does
not consummate a Business Combination by December 19, 2024 (the “Deadline Date”) or either (i) such earlier date as
determined by the Directors or (ii) such later date as the Members may approve in accordance with the Articles, provided that the Deadline
Date shall be automatically extended for up to four (4) additional one month periods to April 19, 2025 in the event that the Directors
do not determine an earlier date by which the Company must consummate a Business Combination prior to the then existing Deadline Date
pursuant to Article 50.7(i), the Company shall:
|
(a) |
cease all operations except for the purpose of winding up; |
|
|
|
|
(b) |
as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and |
|
|
|
|
(c) |
as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law. |
Article 50.8(a) of the Company’s Amended and
Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 50.8(a):
50.8(a) to modify the substance or timing
of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares
if the Company does not consummate a Business Combination by the Deadline Date (as may be automatically extended in accordance with Article
50.7), or either (i) such earlier date as determined by the Directors or (ii) such later date as the Members may approve in accordance
with the Articles; or
v3.24.2
Cover
|
Jul. 24, 2024 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Jul. 24, 2024
|
Current Fiscal Year End Date |
--12-31
|
Entity File Number |
001-40912
|
Entity Registrant Name |
Compass
Digital Acquisition Corp.
|
Entity Central Index Key |
0001851909
|
Entity Incorporation, State or Country Code |
E9
|
Entity Address, Address Line One |
195
US HWY 50
|
Entity Address, Address Line Two |
Suite 309
|
Entity Address, City or Town |
Zephyr
Cove
|
Entity Address, State or Province |
NV
|
Entity Address, Postal Zip Code |
89448
|
City Area Code |
(214)
|
Local Phone Number |
526-4423
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Units, each consisting of one Class A Ordinary Share and one-third of one redeemable Warrant |
|
Title of 12(b) Security |
Units,
each consisting of one Class A Ordinary Share and one-third of one redeemable Warrant
|
Trading Symbol |
CDAQU
|
Security Exchange Name |
NASDAQ
|
Class A Ordinary Shares, par value $0.0001 per share |
|
Title of 12(b) Security |
Class
A Ordinary Shares, par value $0.0001 per share
|
Trading Symbol |
CDAQ
|
Security Exchange Name |
NASDAQ
|
Warrants, each exercisable for one Class A Ordinary Share for $11.50 per share |
|
Title of 12(b) Security |
Warrants,
each exercisable for one Class A Ordinary Share for $11.50 per share
|
Trading Symbol |
CDAQW
|
Security Exchange Name |
NASDAQ
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionEnd date of current fiscal year in the format --MM-DD.
+ References
+ Details
Name: |
dei_CurrentFiscalYearEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:gMonthDayItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14a -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=CDAQ_UnitsEachConsistingOfOneClassOrdinaryShareAndOnethirdOfOneRedeemableWarrantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=CDAQ_ClassOrdinarySharesParValue0.0001PerShareMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=CDAQ_WarrantsEachExercisableForOneClassOrdinaryShareFor11.50PerShareMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Compass Digital Acquisit... (NASDAQ:CDAQU)
Historical Stock Chart
From Jun 2024 to Jul 2024
Compass Digital Acquisit... (NASDAQ:CDAQU)
Historical Stock Chart
From Jul 2023 to Jul 2024