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                              June 15, 2023

       Abid Neemuchwala
       Chairman and Chief Executive Officer
       Compass Digital Acquisition Corp.
       3626 N Hall St, Suite 910
       Dallas, Texas 75219

                                                        Re: Compass Digital
Acquisition Corp.
                                                            Form 10-K for
Fiscal Year Ended December 31, 2022
                                                            Filed April 18,
2023
                                                            File No. 001-40912

       Dear Abid Neemuchwala:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comments. In some of our comments, we
may ask you to
       provide us with information so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K for Fiscal Year Ended December 31, 2022

       General

   1.                                                   With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
                                                        has substantial ties
with a non-U.S. person. If so, please revise your disclosure in all
                                                        future periodic filings
to include disclosure that addresses how this fact could impact your
                                                        ability to complete
your initial business combination. For instance, discuss the risk to
                                                        investors that you may
not be able to complete an initial business combination with a U.S.
                                                        target company should
the transaction be subject to review by a U.S. government entity,
                                                        such as the Committee
on Foreign Investment in the United States (CFIUS), or ultimately
                                                        prohibited. Disclose
that as a result, the pool of potential targets with which you could
                                                        complete an initial
business combination may be limited. Further, disclose that the time
                                                        necessary for
government review of the transaction or a decision to prohibit the
                                                        transaction could
prevent you from completing an initial business combination and require
                                                        you to liquidate.
Disclose the consequences of liquidation to investors, such as the losses
 Abid Neemuchwala
Compass Digital Acquisition Corp.
June 15, 2023
Page 2
         of the investment opportunity in a target company, any price
appreciation in the combined
         company, and the warrants, which would expire worthless. Please
include an example of
         your intended disclosure in your response.
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

      You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or
Raj Rajan, Staff
Accountant, at 202-551-3388 with any questions.



FirstName LastNameAbid Neemuchwala                           Sincerely,
Comapany NameCompass Digital Acquisition Corp.
                                                             Division of
Corporation Finance
June 15, 2023 Page 2                                         Office of Energy &
Transportation
FirstName LastName