Abidali Neemuchwala Form 4 Compass Digital Acquisition / Abidali Neemuchwala 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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X

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^*

Neemuchwala Abidali

(Last) (First) (Middle)

C/O COMPASS DIGITAL ACQUISITION CORP.

3626 N HALL ST, SUITE 910

(Street)

DALLAS TX 75219

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2023

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

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)	(2)	08/31/2023		J(2)			3,093,036(2)	(1)	(1)	Class A Ordinary Shares	3,093,036	(1)	2,217,086(2)(3)	I	See Footnote(4)

Explanation of Responses:

1. As described in the Issuer's Registration Statement on Form S-1 (File No. 333-259502), the Class B ordinary shares of the Issuer, par value $0.0001 ("Class B Shares") will automatically convert into Class A ordinary shares of the Issuer, par value $0.0001, concurrently with or immediately following the consummation of the Issuer's initial business combination on a one-for-one basis.

2. On August 31, 2023, Compass Digital SPAC LLC (the "Sponsor") transferred 3,093,036 Class B Shares to HCG Opportunity, LLC ("HCG Opportunity") pursuant to a Securities Purchase Agreement, dated as of August 30, 2023, by and between the Sponsor and HCG Opportunity (the "Securities Purchase Agreement"). The Securities Purchase Agreement provides that HCG Opportunity will cause the Issuer to pay $300,000 cash consideration upon closing of the Issuer's initial business combination at the Sponsor's direction to entities that have fees payable upon the Issuer's successful initial business combination.

3. The Reporting Person's prior reports included up to 750,000 Class B Shares held directly by the Sponsor that would be surrendered to the Issuer for no consideration by the Sponsor depending on the extent to which the underwriters of the Issuer's initial public offering exercised their over-allotment option. On November 30, 2021, the Sponsor surrendered 439,878 Class B Shares as a result of the underwriters' partial exercise of their over-allotment option.

4. Reflects Class B Shares held by the Sponsor. The Reporting Person is one of two members of the board of managers of the Sponsor and, as such, may be deemed to beneficially own the reported shares held by the Sponsor. The Reporting Person disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.

Remarks:

	By: /s/ Burhan Jaffer, as Attorney-in-Fact, for Abidali Neemuchwala	09/01/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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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