Sec Form 4 Filing - Compass Digital SPAC LLC @ Compass Digital Acquisition Corp. - 2023-08-31

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Compass Digital SPAC LLC 2. Issuer Name and Ticker or Trading Symbol Compass Digital Acquisition Corp. [ CDAQU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O COMPASS DIGITAL ACQUISITION CORP., 3626 N HALL ST, SUITE 910 3. Date of Earliest Transaction (MM/DD/YY) 08/31/2023 (Street) DALLAS, TX75219 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ) D

< td rowspan="2"> Reporting Owner Name / Address Reporting Owners Relationships Director 10% Owner Officer Other Compass Digital SPAC LLC C/O COMPASS DIGITAL ACQUISITION CORP. 3626 N HALL ST, SUITE 910 DALLAS, TX75219 X Signatures By: /s/ Compass Digital SPAC LLC, By: Abidali Neemuchwala, its Authorized Signatory 09/01/2023 Signature of Reporting Person Date

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, the Reporting Person 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 Reporting Person 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 Reporting Person'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 Reporting Person that would be surrendered to the Issuer for no consideration by the Reporting Person 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 Reporting Person surrendered 439,878 Class B Shares as a result of the underwriters' partial exercise of their over-allotment option.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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