CDAQF تصريحات هيئة الأوراق المالية والبورصات - Compass Digital Acquisition Corp.- التقرير السنوي، بيان التوكيل، نشرة الإصدار

الإحصائيات الأساسية

CIK

1851909

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Compass Digital Acquisition Corp.

SEC Filings (Chronological Order)

توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.

August 13, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40912 Compass Di
May 14, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40912 Compass D
April 22, 2025	EX-3.1	Third Amendment to Amended and Restated Memorandum and Articles of Association of the Company. Exhibit 3.1 THIRD AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF COMPASS DIGITAL ACQUISITION CORP. RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY RESOLVED, as a special resolution that: Article 50.7 of the Company’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 50.7: 50.7 In the ev
April 22, 2025	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2025 (April 16, 2025) Compass Digital Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40912 N/A (State or other jurisdiction of i
March 25, 2025	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40912 Compass Digita
March 25, 2025	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin
March 13, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2025 Compass Digital Ac UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2025 Compass Digital Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40912 N/A (State or other jurisdiction of incorporation) (Co
March 13, 2025	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin
November 21, 2024	EX-10.1	Promissory Note, dated as of November 21, 2024, issued to the Sponsor. (11) Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY
November 21, 2024	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2024 Compass Digital Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40912 N/A (State or other jurisdiction of incorporation)
November 14, 2024	EX-99.1	JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned ackn
November 14, 2024	SC 13G	CDAQ / Compass Digital Acquisition Corp. / Centiva Capital, LP Passive Investment SC 13G 1 centiva-cdaqf93024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Compass Digital Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2476C107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this S
November 14, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40912 Compa
November 14, 2024	SC 13G/A	CDAQ / Compass Digital Acquisition Corp. / RIVERNORTH CAPITAL MANAGEMENT, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 1)* Compass Digital Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2476C107 (CUSIP Nu
November 13, 2024	SC 13G	CDAQ / Compass Digital Acquisition Corp. / COWEN AND COMPANY, LLC - COWEN AND COMPANY, LLC Passive Investment SC 13G 1 cdaq111224.htm COWEN AND COMPANY, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Compass Digital Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G2476C107 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this St
November 6, 2024	SC 13G/A	CDAQ / Compass Digital Acquisition Corp. / Hudson Bay Capital Management LP - CDAQ 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Compass Digital Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) G2476C107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th
October 22, 2024	EX-99.3	EEW Renewables and Compass Digital Acquisition Corp. Announce Release of Investor Webcast Related to Proposed Business Combination Exhibit 99.3 EEW Renewables and Compass Digital Acquisition Corp. Announce Release of Investor Webcast Related to Proposed Business Combination NEW YORK – October 22, 2024 – EEW Renewables Ltd (“EEW”), a global developer in the renewable energy industry, and Compass Digital Acquisition Corp. (Nasdaq: CDAQ) (“CDAQ”), a special purpose acquisition company, announced today the release of an investor
October 22, 2024	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2024 COMPASS DIGITAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2024 COMPASS DIGITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40912 N/A (State or other jurisdiction of incorporation) (
October 22, 2024	EX-99.2	EEW \| Investor Presentation (October 2024) Exhibit 99.2 EEW \| Investor Presentation (October 2024) Thomas Hennessy - CEO of CDAQ Slide 4 We are pleased to be here with you today to discuss the proposed business combination of Compass Digital Acquisition Corp (or “CDAQ”) and EEW Renewables (or “EEW”). I’m Tom Hennessy, and I serve as the CEO of CDAQ and I’m joined by my partner and CFO, Nick Geeza. From the EEW side, we are joined by Svante
October 22, 2024	8-K	Regulation FD Disclosure UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2024 COMPASS DIGITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40912 N/A (State or other jurisdiction of incorporation) (
October 22, 2024	EX-99.1	Investor Presentation Exhibit 99.1
October 22, 2024	EX-99.2	EEW \| Investor Presentation (October 2024) Exhibit 99.2 EEW \| Investor Presentation (October 2024) Thomas Hennessy - CEO of CDAQ Slide 4 We are pleased to be here with you today to discuss the proposed business combination of Compass Digital Acquisition Corp (or “CDAQ”) and EEW Renewables (or “EEW”). I’m Tom Hennessy, and I serve as the CEO of CDAQ and I’m joined by my partner and CFO, Nick Geeza. From the EEW side, we are joined by Svante
October 22, 2024	EX-99.1	Investor Presentation Exhibit 99.1
October 22, 2024	EX-99.3	EEW Renewables and Compass Digital Acquisition Corp. Announce Release of Investor Webcast Related to Proposed Business Combination Exhibit 99.3 EEW Renewables and Compass Digital Acquisition Corp. Announce Release of Investor Webcast Related to Proposed Business Combination NEW YORK – October 22, 2024 – EEW Renewables Ltd (“EEW”), a global developer in the renewable energy industry, and Compass Digital Acquisition Corp. (Nasdaq: CDAQ) (“CDAQ”), a special purpose acquisition company, announced today the release of an investor
October 17, 2024	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2024 Compass Digital Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40912 N/A (State or other jurisdiction of incorporation) (
September 11, 2024	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2024 COMPASS DIGITAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2024 COMPASS DIGITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40912 N/A (State or other jurisdiction of incorporation)
September 11, 2024	EX-10.4	Form of Non-Competition Agreement, dated as of September 5, 2024, by and among Compass Digital Acquisition Corp., EEW Renewables Ltd, Pubco (upon execution of a joinder), and the shareholder and/or executive officer of EEW signatory thereto. Exhibit 10.4 FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of September 5, 2024, by [] (the “Executive”) in favor of and for the benefit of (i) Compass Digital Acquisition Corp., a Cayman Islands exempted company (together with its successors, “Purchaser”), (ii) EEW Renewables Ltd, a
September 11, 2024	EX-10.2	Insider Letter Amendment, dated as of September 5, 2024, by and among Compass Digital Acquisition Corp., HCG Opportunity, LLC, Compass Digital SPAC LLC and other undersigned signatories thereto (and Pubco upon execution of a joinder thereto). Exhibit 10.2 AMENDMENT TO LETTER AGREEMENT This AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of September 5, 2024, by and among (i) Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), (ii) HGC Opportunity LLC, a Delaware limited liability company (the “Sponsor”), (iii) Compass Digital SPAC LLC, a Delaware limited liability company (
September 11, 2024	EX-10.2	Insider Letter Amendment, dated as of September 5, 2024, by and among Compass Digital Acquisition Corp., HCG Opportunity, LLC, Compass Digital SPAC LLC and other undersigned signatories thereto (and Pubco upon execution of a joinder thereto). Exhibit 10.2 AMENDMENT TO LETTER AGREEMENT This AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of September 5, 2024, by and among (i) Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), (ii) HGC Opportunity LLC, a Delaware limited liability company (the “Sponsor”), (iii) Compass Digital SPAC LLC, a Delaware limited liability company (
September 11, 2024	EX-10.1	Form of Lock-Up Agreement, dated as of September 5, 2024, by and among Compass Digital Acquisition Corp., HCG Opportunity, LLC (in the capacity as the Purchaser Representative thereunder), the shareholder signatory thereto and Pubco (upon execution of a joinder). Exhibit 10.1 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September 5, 2024 by and among (i) Compass Digital Acquisition Corp., a Cayman Islands exempted company (together with its successors, “Purchaser”), (ii) HCG Opportunity, LLC, a Delaware limited liability company, in the capacity as the Purchaser Representative (the “Purchaser Representa
September 11, 2024	EX-10.1	Form of Lock-Up Agreement, dated as of September 5, 2024, by and among Compass Digital Acquisition Corp., HCG Opportunity, LLC (in the capacity as the Purchaser Representative thereunder), the shareholder signatory thereto and Pubco (upon execution of a joinder). Exhibit 10.1 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September 5, 2024 by and among (i) Compass Digital Acquisition Corp., a Cayman Islands exempted company (together with its successors, “Purchaser”), (ii) HCG Opportunity, LLC, a Delaware limited liability company, in the capacity as the Purchaser Representative (the “Purchaser Representa
September 11, 2024	EX-2.1	Business Combination Agreement, dated as of September 5, 2024, by and among Compass Digital Acquisition Corp., HCG Opportunity, LLC (in the capacity as the Purchaser Representative thereunder), EEW Renewables Ltd, E.E.W. Global Holding Limited (in the capacity as the Seller Representative thereunder),, the shareholders of EEW named therein, and upon execution of a joinder, the other parties thereto. Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among COMPASS DIGITAL ACQUISITION CORP., as Purchaser, HCG OPPORTUNITY, LLC, in the capacity as the Purchaser Representative, EEW RENEWABLES LTD, as the Company, THE SHAREHOLDERS OF THE COMPANY NAMED HEREIN, as Sellers, E.E.W. GLOBAL HOLDING LIMITED, in the capacity as the Seller Representative, and, upon execution of a joinder hereto, the other Pa
September 11, 2024	EX-10.3	Sponsor Agreement, dated as of September 5, 2024, by and among Compass Digital Acquisition Corp., HCG Opportunity, LLC and EEW Renewables Ltd. (and Pubco upon execution of a joinder thereto) Exhibit 10.3 SPONSOR AGREEMENT This SPONSOR AGREEMENT (this “Sponsor Agreement”) is dated as of September 5, 2024, by and among (i) HCG Opportunity, LLC, a Delaware limited liability company (the “Sponsor”), (ii) Compass Digital Acquisition Corp., a Cayman Islands exempted company (“CDAQ”), and (iii) EEW Renewables Ltd, a company formed under the laws of England and Wales (the “Company”). Capitali
September 11, 2024	EX-2.1	Business Combination Agreement, dated as of September 5, 2024, by and among Compass Digital Acquisition Corp., HCG Opportunity, LLC (in the capacity as the Purchaser Representative thereunder), EEW Renewables Ltd, E.E.W. Global Holding Limited (in the capacity as the Seller Representative thereunder),, the shareholders of EEW named therein, and upon execution of a joinder, the other parties thereto. Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among COMPASS DIGITAL ACQUISITION CORP., as Purchaser, HCG OPPORTUNITY, LLC, in the capacity as the Purchaser Representative, EEW RENEWABLES LTD, as the Company, THE SHAREHOLDERS OF THE COMPANY NAMED HEREIN, as Sellers, E.E.W. GLOBAL HOLDING LIMITED, in the capacity as the Seller Representative, and, upon execution of a joinder hereto, the other Pa
September 11, 2024	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2024 COMPASS DIGITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40912 N/A (State or other jurisdiction of incorporation)
September 11, 2024	EX-10.4	Form of Non-Competition Agreement, dated as of September 5, 2024, by and among Compass Digital Acquisition Corp., EEW Renewables Ltd, Pubco (upon execution of a joinder), and the shareholder and/or executive officer of EEW signatory thereto. Exhibit 10.4 FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of September 5, 2024, by [] (the “Executive”) in favor of and for the benefit of (i) Compass Digital Acquisition Corp., a Cayman Islands exempted company (together with its successors, “Purchaser”), (ii) EEW Renewables Ltd, a
September 11, 2024	EX-10.3	Sponsor Agreement, dated as of September 5, 2024, by and among Compass Digital Acquisition Corp., HCG Opportunity, LLC and EEW Renewables Ltd. (and Pubco upon execution of a joinder thereto) Exhibit 10.3 SPONSOR AGREEMENT This SPONSOR AGREEMENT (this “Sponsor Agreement”) is dated as of September 5, 2024, by and among (i) HCG Opportunity, LLC, a Delaware limited liability company (the “Sponsor”), (ii) Compass Digital Acquisition Corp., a Cayman Islands exempted company (“CDAQ”), and (iii) EEW Renewables Ltd, a company formed under the laws of England and Wales (the “Company”). Capitali
September 6, 2024	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2024 COMPASS DIGITAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2024 COMPASS DIGITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40912 N/A (State or other jurisdiction of incorporation)
September 6, 2024	EX-99.2	Investor Presentation, dated September 6, 2024. Exhibit 99.2
September 6, 2024	EX-99.2	Investor Presentation, dated September 6, 2024. Exhibit 99.2
September 6, 2024	EX-99.1	EEW Renewables, a Global Renewable Energy Developer, and Compass Digital Acquisition Corp. Announce Definitive Business Combination Agreement Exhibit 99.1 EEW Renewables, a Global Renewable Energy Developer, and Compass Digital Acquisition Corp. Announce Definitive Business Combination Agreement ● EEW Renewables Ltd (“EEW” or the “Company”) is a global utility-scale renewable energy project developer across Europe and Australia with expertise across Solar PV, Battery Energy Storage System (“BESS”), and Green Hydrogen. ● Europe and Austr
September 6, 2024	8-K	Regulation FD Disclosure UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2024 COMPASS DIGITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40912 N/A (State or other jurisdiction of incorporation)
September 6, 2024	EX-99.1	EEW Renewables, a Global Renewable Energy Developer, and Compass Digital Acquisition Corp. Announce Definitive Business Combination Agreement Exhibit 99.1 EEW Renewables, a Global Renewable Energy Developer, and Compass Digital Acquisition Corp. Announce Definitive Business Combination Agreement ● EEW Renewables Ltd (“EEW” or the “Company”) is a global utility-scale renewable energy project developer across Europe and Australia with expertise across Solar PV, Battery Energy Storage System (“BESS”), and Green Hydrogen. ● Europe and Austr
August 14, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40912 Compass Di
July 26, 2024	SC 13D/A	CDAQ / Compass Digital Acquisition Corp. / HCG Opportunity MM, LLC Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* COMPASS DIGITAL ACQUISITION CORP. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2476C107 (CUSIP Number) Thomas Hennessy HCG Opportunity, LLC 195 US Hwy 50, Suite 309 Zephyr Cove, NV 89448 (775) 339-1671 (Name,
July 24, 2024	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2024 (July 18, 2024) Compass Digital Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40912 N/A (State or other jurisdiction of inc
July 24, 2024	EX-3.1	Second Amendment to Amended and Restated Memorandum and Articles of Association. (9) Exhibit 3.1 SECOND AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF COMPASS DIGITAL ACQUISITION CORP. RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY RESOLVED, as a special resolution that: Article 50.7 of the Company’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 50.7: 50.7 In the e
July 17, 2024	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin
July 17, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2024 (July 15, 2024) COM UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2024 (July 15, 2024) COMPASS DIGITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40912 N/A (State or other jurisdiction of inc
July 11, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2024 COMPASS DIGITAL ACQ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2024 COMPASS DIGITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40912 N/A (State or other jurisdiction of incorporation) (Com
July 11, 2024	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin
July 10, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2024 COMPASS DIGITAL ACQ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2024 COMPASS DIGITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40912 N/A (State or other jurisdiction of incorporation) (Com
July 10, 2024	EX-10.1	Form of Non-Redemption Agreement. (1) Exhibit 10.1 NON-REDEMPTION AGREEMENT This Non-Redemption Agreement (this “Agreement”) is entered as of July [ ], 2024 by and among Compass Digital Acquisition Corp, a Cayman Islands exempted company (the “Company”), HCG Opportunity, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned investor (the “Investor”). RECITALS WHEREAS, the Sponsor currently holds Class B ordina
June 28, 2024	SC 13G/A	KYG2476C1151 / Compass Digital Acquisition Corp / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2) Compass Digital Acquisition Corp. (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G2476C115 (CUSI
June 24, 2024	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin
June 11, 2024	8-K	Other Events, Shareholder Director Nominations UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2024 Compass Digital Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40912 N/A (State or other jurisdiction of incorporation) (Com
June 11, 2024	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin
May 15, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40912 Compass D
April 1, 2024	EX-19	Insider Trading Policies and Procedures, adopted October 14, 2021.* Exhibit 19
April 1, 2024	EX-10.28	Joinder to Letter Agreement, dated as of March 29, 2024, by and among the Company and its officers and directors.* Exhibit 10.28 Execution Version JOINDER TO LETTER AGREEMENT THIS JOINDER TO LETTER AGREEMENT (this “Joinder”) is made and entered into as of March 29, 2024 by the undersigned parties hereto, and effective as of August 31, 2023. Reference is hereby made to that certain (i) Letter Agreement (as it may be amended from time to time, including by this Joinder and the Amendment (as defined below), the “
April 1, 2024	EX-10.23	Indemnity Agreement, dated August 31, 2023, by and between the Company and Anna Brunelle. Exhibit 10.23
April 1, 2024	EX-4.5	Description of Registered Securities.* Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2023, Compass Digital Acquisition Corp. (“we,” “our,” “us” or “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our (i) units, consis
April 1, 2024	EX-10.20	Indemnity Agreement, dated August 31, 2023, by and between the Company and Nick Geeza.* Exhibit 10.20
April 1, 2024	EX-99.1	Audit Committee Charter.* Exhibit 99.1
April 1, 2024	EX-99.2	Compensation Committee Charter.* Exhibit 99.2
April 1, 2024	EX-10.19	Indemnity Agreement, dated August 31, 2023, by and between the Company and Thomas D. Hennesey.* Exhibit 10.19
April 1, 2024	EX-97.1	Policy Related to Recovery of Erroneously Awarded Compensation, adopted November 30, 2023.* Exhibit 97 COMPASS DIGITAL INVESMTENT CORP. POLICY ON RECOUPMENT OF INCENTIVE COMPENSATION Introduction The Board of Directors (the “Board”) of Compass Digital Investment Corp. (the “Company”) has adopted this Policy on Recoupment of Incentive Compensation (this “Policy”), which provides for the recoupment of compensation in certain circumstances in the event of a restatement of financial results
April 1, 2024	EX-10.26	Subscription Agreement, dated as of September 6, 2023, by and among the Company, the Sponsor and Polar.* Exhibit 10.26
April 1, 2024	EX-10.22	Indemnity Agreement, dated August 31, 2023, by and between the Company and Joseph Beck.* Exhibit 10.22
April 1, 2024	EX-10.24	Indemnity Agreement, dated August 31, 2023, by and between the Company and Kirk Hovde.* Exhibit 10.24
April 1, 2024	EX-99.3	Nominating and Corporate Governance Committee Charter.* Exhibit 99.3
April 1, 2024	EX-10.25	Indemnity Agreement, dated August 31, 2023, by and between the Company and Matt Schindel.* Exhibit 10.25
April 1, 2024	EX-10.21	Indemnity Agreement, dated August 31, 2023, by and between the Company and Daniel J. Hennessy.* Exhibit 10.21
April 1, 2024	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40912 Compass Digita
April 1, 2024	EX-14	Code of Ethics.* Exhibit 14
February 14, 2024	SC 13G	KYG2476C1078 / COMPASS DIGITAL ACQUISITION CORP / RIVERNORTH CAPITAL MANAGEMENT, LLC Passive Investment SC 13G 1 fp0087161-16sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* Compass Digital Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of
February 14, 2024	SC 13G	KYG2476C1078 / COMPASS DIGITAL ACQUISITION CORP / Vivaldi Asset Management, LLC Passive Investment SC 13G 1 schedule13gcdaq21424.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Compass Digital Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G2476C107 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of thi
February 14, 2024	SC 13G/A	KYG2476C1078 / COMPASS DIGITAL ACQUISITION CORP / Sculptor Capital LP - SC 13G/A Passive Investment SC 13G/A 1 d733454dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* COMPASS DIGITAL ACQUISITION CORP. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G2476C107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing
February 14, 2024	SC 13G	KYG2476C1078 / COMPASS DIGITAL ACQUISITION CORP / Compass Digital SPAC LLC - SC 13G Passive Investment SC 13G 1 d742333dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Compass Digital Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G2476C107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of thi
February 12, 2024	EX-99.1	Joint Filing Agreement, dated as of February 12, 2024, by and among the Reporting Persons EX-99.1 2 ea193061ex99-1compass.htm JOINT FILING AGREEMENT, DATED AS OF FEBRUARY 12, 2024, BY AND AMONG THE REPORTING PERSONS EXHIBIT 99.1 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as
February 12, 2024	SC 13G/A	KYG2476C1078 / COMPASS DIGITAL ACQUISITION CORP / CANTOR FITZGERALD SECURITIES - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment SC 13G/A 1 ea193061-13ga2cantorcompass.htm AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2)* Under the Securities Exchange Act of 1934 Compass Digital Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G2476C107 (CUSIP Number) December 31, 2023 (
February 12, 2024	SC 13G/A	KYG2476C1078 / COMPASS DIGITAL ACQUISITION CORP / ARISTEIA CAPITAL LLC Passive Investment SC 13G/A 1 formcompassdigitalsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 1) Compass Digital Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2476C107 (CUSIP Number) December 31, 2023 (Date of Event Which R
February 2, 2024	SC 13G	KYG2476C1078 / COMPASS DIGITAL ACQUISITION CORP / Hudson Bay Capital Management LP - CDAQ 13G Passive Investment SC 13G 1 cdaq13g.htm CDAQ 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Compass Digital Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, $0.001 par value (Title of Class of Securities) G2476C107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the approp
January 31, 2024	SC 13G/A	KYG2476C1078 / COMPASS DIGITAL ACQUISITION CORP / Harraden Circle Investments, LLC - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Compass Digital Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) G2476C107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appr
January 31, 2024	EX-99.1	JOINT FILING AGREEMENT EX-99.1 SCHEDULE 13G CUSIP No. G2476C107 Page 11 of 11 Pages EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of Compass Digital Acquisition Corp. dated as of January 31, 2024, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursu
January 25, 2024	EX-99.1	Joint Filing Agreement, dated as of January 25, 2024, among the Reporting Persons. EX-99.1 2 tm243910d15ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of COMPASS DIGITAL ACQUISITION CORP. dated as of December 31, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and i
January 25, 2024	SC 13G/A	KYG2476C1078 / COMPASS DIGITAL ACQUISITION CORP / Magnetar Financial LLC - SC 13G/A Passive Investment SC 13G/A 1 tm243910d15sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 – Exit Filing)* COMPASS DIGITAL ACQUISITION CORP. (Name of Issuer) Common Stock – Class A (Title of Class of Securities) G2476C107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this State
January 25, 2024	EX-99.2	Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons on January 25, 2024. EX-99.2 3 tm243910d15ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal
December 15, 2023	EX-16.1	Letter from Marcum, dated December 15, 2023, to the Company. (7) Exhibit 16.1
December 15, 2023	8-K	Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2023 COMPASS DIGITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40912 98-1588328 (State or other jurisdiction of incorpor
November 20, 2023	EX-10.2	Subscription Agreement, dated September 6, 2023, by and among Compass Digital Acquisition Corp., HCG Opportunity, LLC, and Polar Multi-Strategy Master Fund EXHIBIT 10.2 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of September 6, 2023 (the “Effective Date”), by, between and among Polar Multi-Strategy Master Fund (the “Investor”), Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “SPAC”) and HCG Opportunity, LLC, a Delaware limited liability company (the “Sponsor”
November 20, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40912 COMPASS DIGITAL A
November 14, 2023	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition P
October 30, 2023	EX-1	Joint Filing Agreement EXHIBIT 1 - JOINT FILING AGREEMENT This joint filing agreement is made and entered into as of this 30th day of October, 2023, by and among HCG Opportunity, LLC, HCG Opportunity MM, LLC, Thomas D.
October 30, 2023	SC 13D	KYG2476C1078 / COMPASS DIGITAL ACQUISITION CORP / HCG Opportunity, LLC Activist Investment SC 13D 1 formsc13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* COMPASS DIGITAL ACQUISITION CORP. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2476C107 (CUSIP Number) Thomas Hennessy HCG Opportunity, LLC 195 US Hwy 50, Suite 208 Zephyr Cov
October 24, 2023	SC 13G	KYG2476C1078 / COMPASS DIGITAL ACQUISITION CORP / Harraden Circle Investments, LLC - SC 13G Passive Investment SC 13G 1 d575805dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Compass Digital Acquisition Corp. G2476C107 (CUSIP Number) October 20, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ Rule 13d-1(
October 24, 2023	EX-99.1	JOINT FILING AGREEMENT EX-99.1 2 d575805dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of Compass Digital Acquisition Corp. dated as of October 24, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordanc
October 20, 2023	EX-3.1	Amendments to Amended and Restated Articles of Association. Exhibit 3.1 AMENDMENTS TO THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF COMPASS DIGITAL ACQUISITION CORP. (the “Company”) RESOLVED, as a special resolution that: Article 50.7 of the Company’s Amended and Restated Articles of Association be deleted in its entirety and replaced with the following new Article 50.7: 50.7 In the event that the Company does not consummate a Business Combination by
October 20, 2023	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 19, 2023 COMPASS DIGITAL ACQUISITION CORP. (Exact name of registrant as specified in charter) Cayman Islands 001-40912 98-1588328 (State or other jurisdiction of incorporation
October 11, 2023	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin
October 10, 2023	EX-99.1	Compass Digital Acquisition Corp. Announces Postponement of its Extraordinary General Meeting of Shareholders to 12 P.M. ET on October 19, 2023 Exhibit 99.1 Compass Digital Acquisition Corp. Announces Postponement of its Extraordinary General Meeting of Shareholders to 12 P.M. ET on October 19, 2023 New York, NY, October 10, 2023 (GLOBE NEWSWIRE) – Compass Digital Acquisition Corp. (NASDAQ: CDAQ) (the “Company”) today announced that its extraordinary general meeting of the shareholders (the “Meeting”) will be postponed from 12:00 p.m. Eas
October 10, 2023	EX-10.1	Form of Non-Redemption Agreement Exhibit 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of [ ], 2023 by and among Compass Digital Acquisition Corp. (“CDAQ” or the “Company”), HCG Opportunity, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned investor[s] ([collectively, ]the “Investor”)
October 10, 2023	8-K	Other Events, Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 10, 2023 COMPASS DIGITAL ACQUISITION CORP. (Exact name of registrant as specified in charter) Cayman Islands 001-40912 98-1588328 (State or other jurisdiction of incorporation
September 29, 2023	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State
September 13, 2023	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State
September 8, 2023	EX-10.1	Amendment to Letter Agreement, dated as of August 31, 2023, by and among the Company, the Sponsors and the individuals party thereto. (4) Exhibit 10.1 Execution Version AMENDMENT TO LETTER AGREEMENT This AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of August 31, 2023, by and among (i) Compass Digital Acquisition Corp., a Cayman Islands exempted company with limited liability (the “Company”), (ii) HCG Opportunity, LLC, a Delaware limited liability company (the “New Sponsor”), (iii) Compass Digital SPAC
September 8, 2023	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 31, 2023 COMPASS DIGITAL ACQUISITION CORP. (Exact name of registrant as specified in charter) Cayman Islands 001-40912 N/A (State or other jurisdiction of incorporation) Commis
August 21, 2023	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 17, 2023 COMPASS DIGITAL ACQUISITION CORP. (Exact name of registrant as specified in charter) Cayman Islands 001-40912 N/A (State or other jurisdiction of incorporation) Commis
August 4, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT T Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-40912 CO
July 6, 2023	CORRESP	* * * Louis L. Goldberg +1 212 450 4539 [email protected] Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 davispolk.com July 6, 2023 Re: Compass Digital Acquisition Corp. Form 10-K for Fiscal Year Ended December 31, 2022 Filed April 18, 2023 File No. 001-40912 CONFIDENTIAL U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportati
June 20, 2023	CORRESP	* * * W. Soren Kreider IV +1 212 450 4387 [email protected] Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 davispolk.com June 20, 2023 Re: Compass Digital Acquisition Corp. Form 10-K for Fiscal Year Ended December 31, 2022 Filed April 18, 2023 File No. 001-40912 CONFIDENTIAL U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transpor
May 15, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-40912 C
May 1, 2023	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2023 COMPASS DIGITAL ACQUISITION CORP.
April 18, 2023	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SE Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-40912 Compass
March 31, 2023	NT 10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Repo UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transaction Period ended: N
February 14, 2023	SC 13G/A	KYG2476C1078 / COMPASS DIGITAL ACQUISITION CORP / Sculptor Capital LP - SC 13G/A Passive Investment SC 13G/A 1 d333619dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* COMPASS DIGITAL ACQUISITION CORP. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G2476C107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing
February 14, 2023	EX-99.1	Joint Filing Agreement, dated as of February 14, 2023, by and among the Reporting Persons EX-99.1 2 ea173490ex99-1compass.htm JOINT FILING AGREEMENT, DATED AS OF FEBRUARY 14, 2023, BY AND AMONG THE REPORTING PERSONS EXHIBIT 99.1 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as
February 14, 2023	SC 13G/A	KYG2476C1078 / COMPASS DIGITAL ACQUISITION CORP / CANTOR FITZGERALD SECURITIES - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Compass Digital Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G2476C107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriat
February 14, 2023	SC 13G/A	KYG2476C1078 / COMPASS DIGITAL ACQUISITION CORP / CITADEL ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 tm234574-8sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Compass Digital Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per
February 14, 2023	SC 13G/A	KYG2476C1078 / COMPASS DIGITAL ACQUISITION CORP / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Compass Digital Acquisition Corp. (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G2476C107 (CUS
February 13, 2023	SC 13G	KYG2476C1078 / COMPASS DIGITAL ACQUISITION CORP / ARISTEIA CAPITAL LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.
February 10, 2023	SC 13G/A	KYG2476C1078 / COMPASS DIGITAL ACQUISITION CORP / BASSO CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment SC 13G/A 1 brhc10046568sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Compass Digital Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2476C107 (CUSIP Number) December 31, 2022 (Date of Event which Requires Fil
January 27, 2023	SC 13G/A	KYG2476C1078 / COMPASS DIGITAL ACQUISITION CORP / Magnetar Financial LLC - SC 13G/A Passive Investment SC 13G/A 1 tm234504d5sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Compass Digital Acquisition Corp. (Name of Issuer) Common Stock, Class A (Title of Class of Securities) G2476C107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the
January 27, 2023	EX-99.2	LIMITED POWER OF ATTORNEY EX-99.2 3 tm234504d5ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal
January 27, 2023	EX-99.1	JOINT FILING AGREEMENT EX-99.1 2 tm234504d5ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of Compass Digital Acquisition Corp. dated as of December 31, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in
October 27, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-40
October 7, 2022	SC 13G	KYG2476C1078 / COMPASS DIGITAL ACQUISITION CORP / CANTOR FITZGERALD SECURITIES - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Compass Digital Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G2476C107 (CUSIP Number) October 3, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate b
October 7, 2022	EX-99.1	JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as an Exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the und
August 9, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT T Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . COMPASS DIGITAL ACQUISITION CORP. (
May 5, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . COMPASS DIGITAL ACQUISITION CORP.
February 24, 2022	EX-10.2	Investment Management Trust Agreement, dated October 14, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee. Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of October 14, 2021 by and between Compass Digital Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1
February 24, 2022	EX-10.5	Administrative Services Agreement, dated October 14, 2021, between the Company and the Sponsor. Exhibit 10.5 COMPASS DIGITAL ACQUISITION CORP. 3626 N Hall St Suite 910 Dallas, TX 75219 October 14, 2021 Compass Digital SPAC LLC 3626 N Hall St, Suite 910 Dallas, Texas 75219 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this ?Agreement?) by and between Compass Digital Acquisition Corp. (the ?Company?) and Compass Digital SPAC LLC (the ?Sponsor?), dated as of
February 24, 2022	EX-10.1	Letter Agreement, dated October 14, 2021, among the Company and its officers and directors and Compass Digital SPAC LLC. Exhibit 10.1 October 14, 2021 Compass Digital Acquisition Corp. 3626 N Hall St Suite 910 Dallas, Texas 75219 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Compass Digital Acquisition Corp., a Cayman Islands exempted company (the
February 24, 2022	EX-3.1	Amended and Restated Memorandum and Articles of Association. Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Compass Digital Acquisition Corp. (ADOPTED BY SPECIAL RESOLUTION DATED OCTOBER 12, 2021 AND EFFECTIVE ON OCTOBER 14, 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATI
February 24, 2022	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SE Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001- 40912 Compass
February 24, 2022	EX-10.3	Registration Rights Agreement, dated October 14, 2021, between the Company and certain security holders. Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of October 14, 2021, is made and entered into by and among Compass Digital Acquisition Corp., a Cayman Islands exempted company (the ?Company?), Compass Digital SPAC LLC, a Delaware limited liability company (the ?Sponsor?) and each of the undersigned parties listed on the signature page here
February 24, 2022	EX-1.1	Underwriting Agreement, dated October 14, 2021, among the Company, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters. EX-1.1 2 d269907dex11.htm EX-1.1 Exhibit 1.1 COMPASS DIGITAL ACQUISITION CORP. 20,000,000 Units UNDERWRITING AGREEMENT October 14, 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 as Representatives of the several underwriters listed in Schedule I hereto (the “Underwriters”) Ladies and Gentlemen:
February 24, 2022	EX-10.4	Private Placement Warrants Purchase Agreement, dated October 14, 2021, between the Company and the Sponsor. Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 14, 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Compass Digital Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and each of the undersigned parties listed on the signature page hereto under ?Purc
February 24, 2022	EX-10.6	Promissory Note, dated as of December 30, 2021, by and between Compass Digital Acquisition Corp. and YAS International, LLC (d/b/a Gupta Capital Group). Exhibit 10.6 EXECUTION VERSION THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTAN
February 24, 2022	EX-4.1	Warrant Agreement, dated October 14, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent. Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of October 14, 2021, is by and between Compass Digital Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent,? and also referred to herein as the ?Transfer Agent?). WHEREAS, th
February 14, 2022	SC 13G/A	CITADEL ADVISORS LLC - COMPASS DIGITAL ACQUISITION CORP. SC 13G/A 1 tm224861d6sc13ga.htm COMPASS DIGITAL ACQUISITION CORP. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Compass Digital Acquisition Corp. (Name of Issuer) Class A ordinary share
February 14, 2022	SC 13G/A	Radcliffe Capital Management, L.P. - SC 13G/A SC 13G/A 1 tm225641d44sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Compass Digital Acquisition Corp. (Name of Issuer) Class A ordinary shares, $0.0001 par value (Ti
February 11, 2022	SC 13G/A	BASSO CAPITAL MANAGEMENT, L.P. - SC 13G/A SC 13G/A 1 brhc10033665sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Compass Digital Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2476C107 (CUSIP Number) December 31, 2021 (Date of Event which Requires Fil
January 14, 2022	SC 13G	Magnetar Financial LLC - SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Compass Digital Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) G2476C115 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the
January 5, 2022	EX-10.4	Promissory Note, dated as of December 30, 2021, issued to YAS International, LLC (d/b/a Gupta Capital Group). (3) Exhibit 10.4 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY
January 5, 2022	8-K	Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2022 COMPASS DIGITAL ACQUISITION CORP.
December 3, 2021	EX-99.1	Compass Digital Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing December 6, 2021 Exhibit 99.1 Compass Digital Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing December 6, 2021 New York, NY ? December 3, 2021 ? Compass Digital Acquisition Corp. (NASDAQ: CDAQU) (the ?Company?) announced that, commencing December 6, 2021, holders of the units sold in the Company?s initial public offering may elect to separately trade the Cla
December 3, 2021	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2021 COMPASS DIGITAL ACQUISITION CORP.
December 1, 2021	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2021 COMPASS DIGITAL ACQUISITION CORP.
November 23, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . COMPASS DIGITAL ACQUISITION CORP. (Exact name of
October 29, 2021	EX-99.1	JOINT FILING AGREEMENT EX-99.1 2 tm2131403d3ex99-1.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A ordinary shares of Compass Digital Acquisition Corp., a Cayman Islands exempted company, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d
October 29, 2021	SC 13G	CITADEL ADVISORS LLC - COMPASS DIGITAL ACQUISITION CORP. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Compass Digital Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2476
October 26, 2021	EX-99.1	COMPASS DIGITAL ACQUISITION CORP. INDEX TO FINANCIAL STATEMENTS Exhibit 99.1 COMPASS DIGITAL ACQUISITION CORP. INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of October 19, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Compass Digital Acquisition Corp. Opinion on the Financial Statement We have audite
October 26, 2021	8-K	Financial Statements and Exhibits, Other Events 8-K 1 ea149167-8kcompassdigital.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2021 COMPASS DIGITAL ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40912 N/A
October 26, 2021	SC 13G	BASSO CAPITAL MANAGEMENT, L.P. - SC 13G SC 13G 1 brhc10030080sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Compass Digital Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2476C115** (CUSIP Number) October 19, 2021 (Date of Event which Requires Filing of
October 22, 2021	SC 13G	Sculptor Capital LP - SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* COMPASS DIGITAL ACQUISITION CORP. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G2476C115 (CUSIP Number) October 15, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate
October 19, 2021	EX-99.1	Compass Digital Acquisition Corp. Announces Pricing of $200 Million Initial Public Offering Exhibit 99.1 Compass Digital Acquisition Corp. Announces Pricing of $200 Million Initial Public Offering New York ? October 14, 2021 ? Compass Digital Acquisition Corp. (the ?Company?) announced today that it priced its initial public offering of 20,000,000 units at $10.00 per unit. The units are expected to be listed on the Nasdaq Global Market (?Nasdaq?) and trade under the ticker symbol ?CDAQU?
October 19, 2021	EX-10.13	Indemnity Agreement, dated October 14, 2021, by and between the Company and Satish Gupta. (2) Exhibit 10.13 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of October 14, 2021, by and between COMPASS DIGITAL ACQUISITION CORP., a Cayman Islands exempted company (the ?Company?), and Satish Gupta (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unle
October 19, 2021	EX-10.3	Registration Rights Agreement, dated October 14, 2021, by and between the Company and certain security holders. (2) Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of October 14, 2021, is made and entered into by and among Compass Digital Acquisition Corp., a Cayman Islands exempted company (the ?Company?), Compass Digital SPAC LLC, a Delaware limited liability company (the ?Sponsor?) and each of the undersigned parties listed on the signature page here
October 19, 2021	EX-10.11	Indemnity Agreement, dated October 14, 2021, by and between the Company and Vikram S. Pandit. (2) Exhibit 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of October 14, 2021, by and between COMPASS DIGITAL ACQUISITION CORP., a Cayman Islands exempted company (the ?Company?), and Vikram S. Pandit (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities
October 19, 2021	EX-10.5	Administrative Services Agreement, dated October 14, 2021, by and between the Company and the Sponsor. (2) Exhibit 10.5 COMPASS DIGITAL ACQUISITION CORP. 3626 N Hall St Suite 910 Dallas, TX 75219 October 14, 2021 Compass Digital SPAC LLC 3626 N Hall St, Suite 910 Dallas, Texas 75219 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this ?Agreement?) by and between Compass Digital Acquisition Corp. (the ?Company?) and Compass Digital SPAC LLC (the ?Sponsor?), dated as of
October 19, 2021	EX-1.1	A Letter Agreement, dated October 14, 2021, among the Company and its officers and directors and Compass Digital SPAC LLC. EX-1.1 5 dp159898ex1001.htm EXHIBIT 1.1 Exhibit 10.1 October 14, 2021 Compass Digital Acquisition Corp. 3626 N Hall St Suite 910 Dallas, Texas 75219 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Compass Digital Acquisition Corp.,
October 19, 2021	EX-10.10	Indemnity Agreement, dated October 14, 2021, by and between the Company and Abidali Neemuchwala. (2) EX-10.10 14 dp159898ex1010.htm EXHIBIT 10.10 Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 14, 2021, by and between COMPASS DIGITAL ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and Abidali Neemuchwala (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporation
October 19, 2021	EX-10.4	Private Placement Warrants Purchase Agreement, dated October 14, 2021, by and between the Company and the Sponsor. (2) Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 14, 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Compass Digital Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and each of the undersigned parties listed on the signature page hereto under ?Purc
October 19, 2021	EX-10.8	Indemnity Agreement, dated October 14, 2021, by and between the Company and Bill Owens. (2) Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of October 14, 2021, by and between COMPASS DIGITAL ACQUISITION CORP., a Cayman Islands exempted company (the ?Company?), and Bill Owens (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless
October 19, 2021	8-K	Financial Statements and Exhibits, Other Events 8-K 1 dp1598988k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2021 COMPASS DIGITAL ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40912 N/A (State or other juri
October 19, 2021	EX-10.7	Indemnity Agreement, dated October 14, 2021, by and between the Company and Burhan Jaffer. (2) Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of October 14, 2021, by and between COMPASS DIGITAL ACQUISITION CORP., a Cayman Islands exempted company (the ?Company?), and Burhan Jaffer (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unle
October 19, 2021	EX-10.9	Indemnity Agreement, dated October 14, 2021, by and between the Company and Amit Airen. (2) EX-10.9 13 dp159898ex1009.htm EXHIBIT 10.9 Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 14, 2021, by and between COMPASS DIGITAL ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and Amit Airen (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directo
October 19, 2021	EX-1.1	Underwriting Agreement, dated October 14, 2021, by and among the Company, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters. (2) EX-1.1 2 dp159898ex0101.htm EXHIBIT 1.1 Exhibit 1.1 COMPASS DIGITAL ACQUISITION CORP. 20,000,000 Units UNDERWRITING AGREEMENT October 14, 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 as Representatives of the several underwriters listed in Schedule I hereto (the “Underwriters”) Ladies and Gen
October 19, 2021	EX-10.2	Investment Management Trust Agreement, dated October 14, 2021, by and between the Company and Continental, as trustee. (2) Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of October 14, 2021 by and between Compass Digital Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1
October 19, 2021	EX-10.6	Indemnity Agreement, dated October 14, 2021, by and between the Company and Deborah Hopkins. (2) Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of October 14, 2021, by and between COMPASS DIGITAL ACQUISITION CORP., a Cayman Islands exempted company (the ?Company?), and Deborah C. Hopkins (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities
October 19, 2021	EX-10.14	Indemnity Agreement, dated October 14, 2021, by and between the Company and Jon Zieger. (2) Exhibit 10.14 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of October 14, 2021, by and between COMPASS DIGITAL ACQUISITION CORP., a Cayman Islands exempted company (the ?Company?), and Jon Zieger (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless
October 19, 2021	EX-10.12	Indemnity Agreement, dated October 14, 2021, by and between the Company and Steven Freiberg. (2) EX-10.12 16 dp159898ex1012.htm EXHIBIT 10.12 Exhibit 10.12 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 14, 2021, by and between COMPASS DIGITAL ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and Steven Freiberg (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as
October 19, 2021	EX-4.1	Warrant Agreement, dated October 14, 2021, by and between the Company and Continental, as warrant agent. (2) Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of October 14, 2021, is by and between Compass Digital Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose company, as warrant agent (in such capacity, the ?Warrant Agent,? and also referred to herein as the ?Transfer Agent?).
October 19, 2021	EX-3.1	Amended and Restated Memorandum and Articles of Association. (2) Exhibit 3.1 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Compass Digital Acquisition Corp. (adopted by special resolution dated October 12, 2021 and effective on October 14, 2021) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATI
October 18, 2021	424B4	Compass Digital Acquisition Corp. $200,000,000 20,000,000 Units 424B4 1 dp159897424b4.htm FORM 424B4 Filed pursuant to Rule 424(b)(4) Registration Statement No. 333-259502 Compass Digital Acquisition Corp. $200,000,000 20,000,000 Units Compass Digital Acquisition Corp. is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share pur
October 15, 2021	SC 13G	Radcliffe Capital Management, L.P. - SC 13G SC 13G 1 tm2130129d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) Compass Digital Acquisition Corp. (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of
October 14, 2021	8-A12B	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Compass Digital Acquisition Corp. (Exact Name o 8-A12B 1 dp1597108a12b.htm FORM 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Compass Digital Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State of Incorporation or Organization) (I.R.S. E
October 13, 2021	CORRESP	Compass Digital Acquisition Corp. 3626 N Hall St, Suite 910 Dallas, Texas 75219 CORRESP 1 filename1.htm Compass Digital Acquisition Corp. 3626 N Hall St, Suite 910 Dallas, Texas 75219 October 13, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4628 Attn: Austin Pattan Re: Compass Digital Acquisition Corp. Registration Statement on Form S-1 (File No. 333-259502) Dear Mr. Austin Pattan: Pursuant to
October 13, 2021	CORRESP	* * * [Signature Page Follows] October 13, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.
October 8, 2021	S-1/A	As filed with the U.S. Securities and Exchange Commission on October 7, 2021. S-1/A 1 dp159534s1a.htm AMENDMENT NO. 2 As filed with the U.S. Securities and Exchange Commission on October 7, 2021. Registration No. 333-259502 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Compass Digital Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Isl
October 7, 2021	CORRESP	Compass Digital Acquisition Corp. 3626 N Hall St, Suite 910 Dallas, Texas 75219 Compass Digital Acquisition Corp. 3626 N Hall St, Suite 910 Dallas, Texas 75219 October 7, 2021 Division of Corporation Finance Office of Financial Services United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Compass Digital Acquisition Corp. Amendment No. 1 to the Registration Statement on Form S-1 Filed September 24,
September 24, 2021	S-1/A	As filed with the U.S. Securities and Exchange Commission on September 23, 2021. S-1/A 1 dp158371s1a.htm AMENDMENT NO. 1 As filed with the U.S. Securities and Exchange Commission on September 23, 2021. Registration No. 333-259502 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Compass Digital Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman
September 24, 2021	EX-4.4	Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [·], 2021, is by and between Compass Digital Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”). WHEREAS, the Compa
September 24, 2021	EX-10.3	Form of Registration Rights Agreement among the Registrant, Compass Digital SPAC LLC and the Holders signatory thereto. Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [·], 2021, is made and entered into by and among Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Compass Digital SPAC LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto unde
September 14, 2021	EX-10.3	Form of Registration Rights Agreement among the Registrant, Compass Digital SPAC LLC and the Holders signatory thereto. Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [·], 2021, is made and entered into by and among Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Compass Digital SPAC LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto unde
September 14, 2021	EX-3.2	Form of Amended and Restated Memorandum and Articles of Association. Exhibit 3.2 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Compass Digital Acquisition Corp. (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Compass Digita
September 14, 2021	EX-4.4	Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [·], 2021, is by and between Compass Digital Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”). WHEREAS, the Compa
September 14, 2021	EX-10.6	Promissory Note, dated March 9, 2021, issued to an affiliate of the Legacy Sponsor. (1) EX-10.6 16 dp157576ex1006.htm EXHIBIT 10.6 Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY I
September 14, 2021	EX-3.1	Memorandum and Articles of Association. Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF COMPASS DIGITAL ACQUISITION CORP. THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF COMPASS DIGITAL ACQUISITION CORP. 1 The name of the Company is Compass Digital Acquisition Corp.. 2 The Registered Office of
September 14, 2021	EX-4.1	Specimen Unit Certificate. (1) Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] COMPASS DIGITAL ACQUISITION CORP. UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units of Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Compa
September 14, 2021	EX-4.2	Specimen Class A Ordinary Share Certificate. (1) EX-4.2 6 dp157576ex0402.htm EXHIBIT 4.2 Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] COMPASS DIGITAL ACQUISITION CORP. CLASS A ORDINARY SHARES THIS CERTIFIES THAT is the owner of Class A ordinary shares, par value $0.0001 per share (each, a “Class A Ordinary Share”), of Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), transferable
September 14, 2021	EX-10.7	Securities Purchase Agreement between the Registrant and an affiliate of the Sponsor. Exhibit 10.7 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), effective as of March 9, 2021, is made and entered into by and between Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Abidali Neemuchwala (the “Buyer”). RECITALS: WHEREAS, the Buyer wishes to subscribe for an aggregate of 5,750,000 Class B ordinary shares (th
September 14, 2021	EX-99.4	Consent of Jon Zieger Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Compass Digital Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Comp
September 14, 2021	EX-4.3	Specimen Warrant Certificate. (1) Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW COMPASS DIGITAL ACQUISITION CORP. Incorporated Under the Laws of the Cayman Islands CUSIP [●] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the regi
September 14, 2021	EX-1.1	Form of Underwriting Agreement. Exhibit 1.1 COMPASS DIGITAL ACQUISITION CORP. 20,000,000 Units UNDERWRITING AGREEMENT [●], 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 as Representatives of the several underwriters listed in Schedule I hereto (the “Underwriters”) Ladies and Gentlemen: Compass Digital Acquisition Corp., a Ca
September 14, 2021	S-1	Power of Attorney (included in the signature page of this Registration Statement). As filed with the U.S. Securities and Exchange Commission on September 13, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Compass Digital Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation o
September 14, 2021	EX-99.3	Consent of Bill Owens Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Compass Digital Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Comp
September 14, 2021	EX-10.1	Form of Letter Agreement among the Registrant, Compass Digital SPAC LLC and each of the officers and directors of the Registrant. Exhibit 10.1 [?], 2021 Compass Digital Acquisition Corp. 3626 N Hall St Suite 910 Dallas, Texas 75219 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Compass Digital Acquisition Corp., a Cayman Islands exempted company (the ?Compan
September 14, 2021	EX-99.1	Consent of Steven Freiberg Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Compass Digital Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Comp
September 14, 2021	EX-10.2	Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [·], 2021 by and between Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File
September 14, 2021	EX-99.2	Consent of Deborah C. Hopkins Exhibit 99.2 Consent to be Named as a Director Nominee Consent to be Named as a Director Nominee In connection with the filing by Compass Digital Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a
September 14, 2021	EX-10.5	Form of Indemnity Agreement. Exhibit 10.5 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 2021, by and between COMPASS DIGITAL ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are p
September 14, 2021	EX-10.4	Form of Private Placement Warrants Purchase Agreement among the Registrant and Compass Digital SPAC LLC. Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [·], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and each of the undersigned parties listed on the signature page hereto under “Purchasers”
September 14, 2021	EX-10.12	Form of Administrative Services Agreement between the Registrant and Compass Digital SPAC LLC. Exhibit 10.12 COMPASS DIGITAL ACQUISITION CORP. 3626 N Hall St Suite 910 Dallas, TX 75219 [·], 2021 Compass Digital SPAC LLC [3964 Spinnaker Run Pt] [Little Elm, TX 75068] Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between Compass Digital Acquisition Corp. (the “Company”) and Compass Digital SPAC LLC (the “Sponsor”), dated as of the
September 13, 2021	CORRESP	Compass Digital Acquisition Corp. 3626 N Hall St, Suite 910 Dallas, Texas 75219 CORRESP 1 filename1.htm Compass Digital Acquisition Corp. 3626 N Hall St, Suite 910 Dallas, Texas 75219 September 13, 2021 Division of Corporation Finance Office of Financial Services United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Compass Digital Acquisition Corp. Amendment No. 1 to Draft Registration Statement on
May 25, 2021	EX-10.5	FORM OF INDEMNITY AGREEMENT EX-10.5 14 filename14.htm Exhibit 10.5 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 2021, by and between COMPASS DIGITAL ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other ca
May 25, 2021	EX-10.8	FORM OF ANCHOR SUBSCRIPTION AGREEMENT EX-10.8 15 filename15.htm Exhibit 10.8 FORM OF ANCHOR SUBSCRIPTION AGREEMENT THIS AGREEMENT (this “Agreement”), is dated as of [ ], 2021, by and among Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Compass Digital SPAC LLC, a Delaware limited liability company (the “Sponsor”) and Meteora Capital Partners, LP ( “Subscriber”). WHEREAS, the Company was incorpora
May 25, 2021	EX-10.1	[Signature Page Follows] EX-10.1 10 filename10.htm Exhibit 10.1 [·], 2021 Compass Digital Acquisition Corp. 3626 N Hall St Suite 910 Dallas, Texas 75219 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Compass Digital Acquisition Corp., a Cayman Islands exe
May 25, 2021	EX-1.1	COMPASS DIGITAL ACQUISITION CORP. 20,000,000 Units UNDERWRITING AGREEMENT EX-1.1 2 filename2.htm Exhibit 1.1 COMPASS DIGITAL ACQUISITION CORP. 20,000,000 Units UNDERWRITING AGREEMENT [●], 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 as Representatives of the several underwriters listed in Schedule I hereto (the “Underwriters”) Ladies and Gentlemen: Compass Digital
May 25, 2021	DRSLTR	Compass Digital Acquisition Corp. 3626 N Hall St, Suite 910 Dallas, Texas 75219 Compass Digital Acquisition Corp. 3626 N Hall St, Suite 910 Dallas, Texas 75219 May 24, 2021 Division of Corporation Finance Office of Financial Services United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Compass Digital Acquisition Corp. Registration Statement on Form S-1 Filed on April 2, 2021 File No. 333- Ladies a
May 25, 2021	EX-10.2	INVESTMENT MANAGEMENT TRUST AGREEMENT EX-10.2 11 filename11.htm Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [·], 2021 by and between Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration st
May 25, 2021	EX-4.2	COMPASS DIGITAL ACQUISITION CORP. CLASS A ORDINARY SHARES EX-4.2 5 filename5.htm Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] COMPASS DIGITAL ACQUISITION CORP. CLASS A ORDINARY SHARES THIS CERTIFIES THAT is the owner of Class A ordinary shares, par value $0.0001 per share (each, a “Class A Ordinary Share”), of Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), transferable on the books of t
May 25, 2021	EX-3.2	THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION Compass Digital Acquisition Corp. (adopted by special resolution dated [Date] and effective on [date]) THE COMP EX-3.2 3 filename3.htm Exhibit 3.2 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Compass Digital Acquisition Corp. (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCI
May 25, 2021	DRS/A	As confidentially submitted to the U.S. Securities and Exchange Commission on May 24, 2021. DRS/A 1 filename1.htm As confidentially submitted to the U.S. Securities and Exchange Commission on May 24, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 1 to REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Compass Digital Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770
May 25, 2021	EX-10.3	REGISTRATION RIGHTS AGREEMENT EX-10.3 12 filename12.htm Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [·], 2021, is made and entered into by and among Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Compass Digital SPAC LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned parties listed on the
May 25, 2021	EX-4.3	[Form of Warrant Certificate] EX-4.3 6 filename6.htm Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW COMPASS DIGITAL ACQUISITION CORP. Incorporated Under the Laws of the Cayman Islands CUSIP [●] Warrant Certificate This Warrant Certificate certifies that , or register
May 25, 2021	EX-4.1	COMPASS DIGITAL ACQUISITION CORP. UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE EX-4.1 4 filename4.htm Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] COMPASS DIGITAL ACQUISITION CORP. UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units of Compass Digital Acquisition Corp., a Cayman Islands exemp
May 25, 2021	EX-10.4	PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT EX-10.4 13 filename13.htm Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [·], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and each of the undersigned parties listed on the signature page
May 25, 2021	EX-4.4	WARRANT AGREEMENT EX-4.4 7 filename7.htm Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [·], 2021, is by and between Compass Digital Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agen
May 25, 2021	EX-10.9	FORM OF ANCHOR SUBSCRIPTION AGREEMENT EX-10.9 16 filename16.htm Exhibit 10.9 FORM OF ANCHOR SUBSCRIPTION AGREEMENT THIS AGREEMENT (this “Agreement”), is dated as of [ ], 2021, by and among Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Compass Digital SPAC LLC, a Delaware limited liability company (the “Sponsor”) and the entities listed on the signature pages hereto ( “Subscriber”). WHEREAS, the
May 25, 2021	EX-10.10	FORM OF SUBSCRIPTION AND FPA COMMITMENT AGREEMENT EX-10.10 17 filename17.htm Exhibit 10.10 FORM OF SUBSCRIPTION AND FPA COMMITMENT AGREEMENT THIS AGREEMENT (this “Agreement”), is dated as of [ ], 2021, by and among Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Compass Digital SPAC LLC, a Delaware limited liability company (the “Sponsor”) and the entities listed on the signature pages hereto ( “Subscriber”).
May 25, 2021	EX-10.12	COMPASS DIGITAL ACQUISITION CORP. 3626 N Hall St Suite 910 Dallas, TX 75219 EX-10.12 18 filename18.htm Exhibit 10.12 COMPASS DIGITAL ACQUISITION CORP. 3626 N Hall St Suite 910 Dallas, TX 75219 [·], 2021 Compass Digital SPAC LLC [3964 Spinnaker Run Pt] [Little Elm, TX 75068] Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between Compass Digital Acquisition Corp. (the “Company”) and Compass Digital SPAC LLC (the “
April 2, 2021	EX-10.8	SECURITIES PURCHASE AGREEMENT EX-10.8 4 filename4.htm Exhibit 10.8 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), effective as of March 9, 2021, is made and entered into by and between Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Abidali Neemuchwala (the “Buyer”). RECITALS: WHEREAS, the Buyer wishes to subscribe for an aggregate of 5,750,000 Cla
April 2, 2021	EX-10.6	PROMISSORY NOTE EX-10.6 3 filename3.htm Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND S
April 2, 2021	EX-3.1	THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION COMPASS DIGITAL ACQUISITION CORP. THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOC EX-3.1 2 filename2.htm Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF COMPASS DIGITAL ACQUISITION CORP. THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF COMPASS DIGITAL ACQUISITION CORP. 1 The name of the Company is Compass Digital Acquisition Corp.. 2 Th
April 2, 2021	DRS	As confidentially filed with the U.S. Securities and Exchange Commission on April 2, 2021. DRS 1 filename1.htm As confidentially filed with the U.S. Securities and Exchange Commission on April 2, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Compass Digital Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other j

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