Hennessy Daniel J Form 4 Compass Digital Acquisition / DANIEL J HENNESSY ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HENNESSY DANIEL J

(Last) (First) (Middle)

195 US HWY 50

SUITE 208

(Street)

ZEPHYR COVE NV 89448

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Compass Digital Acquisition Corp. [ CDAQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/19/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class B Ordinary Shares	10/19/2023		D(1)		3,093,036	D	(1)	0	I	See Footnote(2)
Class A Ordinary Shares	10/19/2023		C		393,337	A	(3)	393,337	I	See Footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	10/19/2023		A(1)		3,093,036		(1)	(1)	Class A Ordinary Shares	3,093,036	(1)	3,093,036	I	See Footnote(2)
Class B Ordinary Shares	(3)	10/19/2023		C			393,337	(3)	(3)	Class A Ordinary Shares	393,337	$0	2,699,699	I	See Footnote(2)

Explanation of Responses:

1. On October 19, 2023, at an extraordinary general meeting of shareholders, a majority of the Issuer's shareholders voted to approve a proposal to permit holders of Class B Ordinary Shares to convert their Class B Ordinary Shares into Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the consummation of the Issuer's initial business combination. As such, this Form 4 reports the disposition of the Class B Ordinary Shares initially reported in Table I, which were not convertible until following the consummation of the Issuer's initial business combination, and the acquisition of the Class B Ordinary Shares reported in Table II, which are currently convertible, at the option of the holder, into Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the consummation of the Issuer's initial business combination. The Class B Ordinary Shares have no expiration date.

2. These shares are held directly by HCG Opportunity, LLC ("HCG Opportunity"). HCG Opportunity MM, LLC ("HCG Opportunity MM") is the sole member of HCG Opportunity. The Reporting Person is a co-member of HCG Opportunity MM and disclaims beneficial ownership of the shares held by HCG Opportunity, except to the extent of his pecuniary interest therein.

3. The Class B Ordinary Shares are convertible, at the option of the holder, into Class A Ordinary Shares on a one-for-one basis, for no additional consideration, and have no expiration date.

	/s/ Thomas D. Hennessy, Attorney-in-fact for Daniel J. Hennessy	10/23/2023
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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