SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Compass Digital SPAC LLC (Last) (First) (Middle) C/O COMPASS DIGITAL SPAC LLC, 3626 N HALL ST, SUITE 910 (Street) DALLAS TX 75219 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/25/2023	3. Issuer Name and Ticker or Trading Symbol Compass Digital Acquisition Corp. [ CDAQ ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Ordinary Shares	206,663	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(2)	(2)	Class A Ordinary Shares	2,010,423(2)	(2)	D(1)

Explanation of Responses:

1. This Form 3 is being filed by Compass Digital SPAC LLC (the "Reporting Person"). The Reporting Person is the record holder of such shares, and is controlled by a board of managers consisting of entities controlled by Abidali Neemuchwala and Satish Gupta. Each member of the board of managers of the Reporting Person has one vote, and the approval of both managers is required to approve an action of the Reporting Person. If both managers cannot agree on a matter, then the matter must be submitted to Abidali Neemuchwala, Satish Gupta, Vikram S. Pandit and Steve Freiberg for approval, with the holders of a majority of the Class B Ordinary Shares interests held by the four members through the Reporting Person being required for any such approval.

2. 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.

Remarks:

On October 25, 2023, an aggregate of 16,045,860 Class A Ordinary Shares was redeemed for a pro rata portion of the funds in Compass Digital Acquisition Corp.'s trust account. As a result of such redemption, the Reporting Person's beneficial ownership of Compass Digital Acquisition Corp.'s shares outstanding increased to 20.1%.

	By: /s/ Compass Digital SPAC LLC, By: Abidali Neemuchwala, its Authorized Signatory	10/30/2023
	** 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 5 (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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