Item 8.01. Other Events.
As previously disclosed on a Current Report on Form 8-K dated October 26, 2021,
on October 19, 2021, Compass Digital Acquisition Corp. (the "Company")
consummated its initial public offering ("IPO") of 20,000,000 units (the
"Units"). Each Unit consists of one Class A ordinary share of the Company, par
value $0.0001 per share (the "Class A Ordinary Shares"), and one-third of one
redeemable warrant of the Company ("Warrant"), each whole Warrant entitling the
holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The
Units were sold at a price of $10.00 per unit, generating gross proceeds to the
Company of $200,000,000.
Substantially concurrently with the closing of the IPO, the Company completed
the private sale (the "Private Placement") of 4,666,667 warrants (the "Private
Placement Warrants") to Compass Digital SPAC LLC (the "Sponsor") at a purchase
price of $1.50 per Private Placement Warrant, generating gross proceeds to the
Company of $7,000,000. The Private Placement Warrants are identical to the
warrants sold as part of the Units in the IPO except that, so long as they are
held by the Sponsor or its permitted transferees: (1) they will not be
redeemable by the Company; (2) they (including the Class A Ordinary Shares
issuable upon exercise of these warrants) may not, subject to certain limited
exceptions, be transferred, assigned or sold by the Sponsor until 30 days after
the completion of the initial business combination; (3) they may be exercised by
the holders on a cashless basis; and (4) they (including the Class A Ordinary
Shares issuable upon exercise of these warrants) are entitled to registration
rights.
In connection with the IPO, the underwriters were granted a 45-day option from
the date of the prospectus (the "Over-Allotment Option") to purchase up to
3,000,000 additional units to cover over-allotments (the "Option Units"), if
any. On November 30, 2021, the underwriters purchased an additional 1,240,488
Option Units pursuant to the partial exercise of the Over-Allotment Option.
The Option Units were sold at an offering price of $10.00 per Unit, generating
aggregate additional gross proceeds of $12,404,880 to the Company.
Also, in connection with the partial exercise of the Over-Allotment Option, the
Sponsor purchased an additional 165,398 warrants at a purchase price of $1.50
per whole warrant.
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COMPASS DIGITAL ACQUISITION CORP. 
