SEC Comment Letter 0000000000-23-007004 to Compass Digital Acquisition Corp. (CDAQ, CDAQU, CDAQW) (CIK 0001851909) (CDAQF)
Compass Digital Acquisition Corp. (CDAQ, CDAQU, CDAQW) (CIK 0001851909)
Date: June 30, 2023 · CIK: 0001851909 · Accession: 0000000000-23-007004
AI Filing Summary & Sentiment
File numbers found in text: 001-40912
Letter
United States securities and exchange commission logo June 30, 2023 Abid Neemuchwala Chairman and Chief Executive Officer Compass Digital Acquisition Corp. 3626 N Hall St, Suite 910 Dallas, Texas 75219 Re:Compass Digital Acquisition Corp. Form 10-K for Fiscal Year Ended December 31, 2022 Response dated June 20, 2023 File No. 001-40912 Dear Abid Neemuchwala: We have reviewed your June 20, 2023 response to our comment letter and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our June 15, 2023 letter. Form 10-K for Fiscal Year Ended December 31, 2022 General 1.We note your response to comment 1 indicating that your sponsor is not controlled by and does not have substantial ties with a non-U.S. person. Please also explicitly confirm that your sponsor is not a non-U.S. person if true. 2.Your disclosure on page 62 indicates that your sponsor is controlled by your CEO and a member of your board of directors. Based on information provided about your officers and directors at page 52, we note that your CEO is the former CEO of a large global IT service firm based in India as recently as June 2020. Please tell us how you considered this in determining whether your sponsor is a non-U.S. person, is controlled by a non-U.S. person or has substantial ties with a non-U.S. person. Please also clarify whether the controlling parties of your sponsor maintain U.S. citizenship.
FirstName LastNameAbid Neemuchwala Comapany NameCompass Digital Acquisition Corp. June 30, 2023 Page 2 FirstName LastName Abid Neemuchwala Compass Digital Acquisition Corp. June 30, 2023 Page 2 You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Raj Rajan, Staff Accountant, at 202-551-3388 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation
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United States securities and exchange commission logo
June 30, 2023
Abid Neemuchwala
Chairman and Chief Executive Officer
Compass Digital Acquisition Corp.
3626 N Hall St, Suite 910
Dallas, Texas 75219
Re:Compass Digital Acquisition Corp.
Form 10-K for Fiscal Year Ended December 31, 2022
Response dated June 20, 2023
File No. 001-40912
Dear Abid Neemuchwala:
We have reviewed your June 20, 2023 response to our comment letter and have the
following comments. In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
June 15, 2023 letter.
Form 10-K for Fiscal Year Ended December 31, 2022
General
1.We note your response to comment 1 indicating that your sponsor is not controlled by and
does not have substantial ties with a non-U.S. person. Please also explicitly confirm that
your sponsor is not a non-U.S. person if true.
2.Your disclosure on page 62 indicates that your sponsor is controlled by your CEO and a
member of your board of directors. Based on information provided about your officers
and directors at page 52, we note that your CEO is the former CEO of a large global IT
service firm based in India as recently as June 2020. Please tell us how you considered
this in determining whether your sponsor is a non-U.S. person, is controlled by a non-U.S.
person or has substantial ties with a non-U.S. person. Please also clarify whether the
controlling parties of your sponsor maintain U.S. citizenship.
FirstName LastNameAbid Neemuchwala
Comapany NameCompass Digital Acquisition Corp.
June 30, 2023 Page 2
FirstName LastName
Abid Neemuchwala
Compass Digital Acquisition Corp.
June 30, 2023
Page 2
You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Raj Rajan, Staff
Accountant, at 202-551-3388 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation