Compass Digital Acquisition (CDAQF) Form 4 Change in insider ownership

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^*

HCG Opportunity, LLC

(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)

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)

	Form filed by One Reporting Person
X	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 A Ordinary Shares	10/19/2023		C		393,337	A	(1)	393,337	D(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		C			393,337	(1)	(1)	Class A Ordinary Shares	393,337	$0	2,699,699	D(2)

1. Name and Address of Reporting Person^*

HCG Opportunity, LLC

(Last) (First) (Middle)

195 US HWY 50

SUITE 208

(Street)

ZEPHYR COVE NV 89448

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HCG Opportunity MM, LLC

(Last) (First) (Middle)

195 US HWY 50

SUITE 208

(Street)

ZEPHYR COVE NV 89448

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. These shares are held directly by HCG Opportunity, LLC ("HCG Opportunity"). HCG Opportunity MM, LLC is the sole member of HCG Opportunity. Thomas D. Hennessy and Daniel J. Hennessy are the sole members of HCG Opportunity MM, LLC and serve on the Issuer's board of directors and report their beneficial ownership of the securities held directly by HCG Opportunity on separate Section 16 reports. Each of the reporting persons disclaims beneficial ownership of the shares reported herein except to the extent of its pecuniary interest therein.

	HCG Opportunity, LLC, By: HCG Opportunity MM, LLC, By: /s/ Thomas D. Hennessy, Authorized Signatory	10/23/2023
	HCG Opportunity MM, LLC, By: /s/ Thomas D. Hennessy, Authorized Signatory	10/23/2023
	** 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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