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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Compass Digital Acquisition Corp. [ CDAQU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||||||||||||||
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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 Satish Gupta | 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |