HCG Opportunity, LLC entered into a term sheet to acquire an unknown stake in Compass Digital Acquisition Corp. (NasdaqGM:CDAQ) from Compass Digital SPAC LLC for $3 million on August 17, 2023. HCG Opportunity, LLC entered into an agreement to acquire Compass Digital Acquisition Corp. (NasdaqGM:CDAQ) from Compass Digital SPAC LLC on August 30, 2023.Pursuant to the Term Sheet, the Definitive Agreement will provide that, concurrently with the Closing, Sponsor will transfer to Buyer 3,093,036 Sponsor Shares and 3,000,000 Private Placement Warrants. Sponsor will retain (i) 1,645,398 Private Placement Warrants, which will be subject to any changes, concessions, amendments, forfeitures or other agreements Buyer determines to make in connection with the Company?s initial business combination (the ?Initial Business Combination?) or otherwise (provided that all such changes affect all holders of Private Placement Warrants equally on a pro rata basis) and (ii) 2,217,086 Class B ordinary shares. The Term Sheet provides that definitive documentation regarding the transfer of Sponsor Shares and Private Placement Warrants and the other matters contemplated by the Term Sheet (the ?Definitive Agreement?) will be executed on or before August 28, 2023, with the consummation of the transactions contemplated thereby (the ?Closing?) to occur on or before August 31, 2023, unless such date is extended by mutual agreement of HCG Opportunity and Sponsor. Sponsor has agreed to enter into the Definitive Agreement provided that the terms thereof are not materially inconsistent with the Term Sheet, subject to applicable law. Concurrently with the Closing, the current directors of the Company will appoint new officers and directors as follows: (i) Daniel Hennessy ? Chairman, (ii) Thomas Hennessy ? Chief Executive Officer and Director, (iii) Nick Geeza ? Chief Financial Officer, (iv) Kirk Hovde ? Independent Director, (v) Matt Schindel ? Independent Director and (vi) Joseph Beck ? Independent Director (Messrs. Hennessy, Hennessy, Hovde, Schindel and Beck, collectively, the ?New Directors?). The current officers of the Company will resign, effective immediately upon the Closing, and the current directors of the Company will resign immediately following the appointment of the new officers and New Directors.

The Closing is subject to the satisfaction or waiver of certain customary closing conditions, including, among other things, (i) all requisite consents being obtained, (ii) the resignation of the current officers and directors of the Company and their replacement by the individuals described above, (iii) the availability of the Company?s D&O insurance policy, including for full prior acts (at Buyer?s expense), (iv) Mr. Geeza and the New Directors entering into appropriate agreements with the Company, including, without limitation, an insider letter and indemnity agreement, (v) receipt of deferred underwriting fee waivers from each of the underwriters from the Company?s October 2021 initial public offering and (vi) the delivery of necessary documents in order to effect the transfer of securities as required by the Company?s transfer agent. Entry into the Definitive Agreement is conditioned upon the completion of satisfactory due diligence by Buyer. The Term Sheet may be terminated by Buyer or Sponsor with one (1) day advance notice.