SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
HCG Opportunity, LLC
(Last) (First) (Middle)
C/O COMPASS DIGITAL ACQUISITION CORP.
195 US HWY 50 SUITE 309
(Street)
ZEPHYR COVER NV 89448
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Compass Digital Acquisition Corp. [ CDAQ ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/24/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Ordinary Shares 07/24/2024 C 1,867,604 A (1) 2,260,941 D(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares (1) 07/24/2024 C 1,867,604 (1) (1) Class A Ordinary Shares 1,867,604 $0 832,095 D(2)
1. Name and Address of Reporting Person*
HCG Opportunity, LLC
(Last) (First) (Middle)
C/O COMPASS DIGITAL ACQUISITION CORP.
195 US HWY 50 SUITE 309
(Street)
ZEPHYR COVER NV 89448
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
HCG Opportunity MM, LLC
(Last) (First) (Middle)
195 US HWY 50
SUITE 309
(Street)
ZEPHYR COVER NV 89448
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The Class B Ordinary Shares are convertible, at the option of the holder, into Class A Ordinary Shares on a one-for-one basis, for no additional consideration, and have no expiration date. On July 24, 2024, the Reporting Persons elected to convert 1,867,604 Class B Ordinary Shares held by them into 1,867,604 Class A Ordinary Shares.
2. HCG Opportunity, LLC ("HCG Opportunity") is the record holder of the securities reported herein. HCG Opportunity MM, LLC ("HCG Opportunity MM") is the sole member of HCG Opportunity. Thomas D. Hennessy and Daniel J. Hennessy are the co-managing members of HCG Opportunity MM, serve on the Issuer's board of directors and report their beneficial ownership of the securities held directly by HCG Opportunity on separate Section 16 reports. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
HCG Opportunity, LLC, By: HCG Opportunity MM, LLC, By: /s/ Thomas D. Hennessy, Authorized Signatory 07/26/2024
HCG Opportunity MM, LLC, By: /s/ Thomas D. Hennessy, Authorized Signatory 07/26/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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