Satish Gupta - Aug 31, 2023 Form 4 Insider Report for Compass Digital Acquisition Corp. (CDAQ)

Role: Director
Signature: By: /s/ Burhan Jaffer, as Attorney-in-Fact, for Satish Gupta
Stock symbol: CDAQ
Transactions as of: Aug 31, 2023
Transactions value $: $0
Form type: 4
Date filed: 9/1/2023, 06:30 PM
Previous filing: Oct 14, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CDAQ	Class B Ordinary Shares	Other		-3.09M	-58.25%		2.22M	Aug 31, 2023	Class A Ordinary Shares	3.09M		See Footnote	F1, F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Satish Gupta is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	As described in the Issuer's Registration Statement on Form S-1 (File No. 333-259502), the Class B ordinary shares of the Issuer, par value $0.0001 ("Class B Shares") will automatically convert into Class A ordinary shares of the Issuer, par value $0.0001, concurrently with or immediately following the consummation of the Issuer's initial business combination on a one-for-one basis.
F2	On August 31, 2023, Compass Digital SPAC LLC (the "Sponsor") transferred 3,093,036 Class B Shares to HCG Opportunity, LLC ("HCG Opportunity") pursuant to a Securities Purchase Agreement, dated as of August 30, 2023, by and between the Sponsor and HCG Opportunity (the "Securities Purchase Agreement"). The Securities Purchase Agreement provides that HCG Opportunity will cause the Issuer to pay $300,000 cash consideration upon closing of the Issuer's initial business combination at the Sponsor's direction to entities that have fees payable upon the Issuer's successful initial business combination.
F3	The Reporting Person's prior reports included up to 750,000 Class B Shares held directly by the Sponsor that would be surrendered to the Issuer for no consideration by the Sponsor depending on the extent to which the underwriters of the Issuer's initial public offering exercised their over-allotment option. On November 30, 2021, the Sponsor surrendered 439,878 Class B Shares as a result of the underwriters' partial exercise of their over-allotment option.
F4	Reflects Class B Shares held by the Sponsor. The Reporting Person is one of two members of the board of managers of the Sponsor and, as such, may be deemed to beneficially own the reported shares held by the Sponsor. The Reporting Person disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.