TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo June 11, 2021 Abidali Neemuchwala Chairman and Chief Executive Officer Compass Digital Acquisition Corp. 3626 N Hall St, Suite 910 Dallas, Texas 75219 Re: Compass Digital Acquisition Corp. Amendment No. 1 to Draft Registration Statement on Form S-1 Confidentially Submitted May 25, 2021 CIK No. 0001851909 Dear Mr. Neemuchwala: We have reviewed your amended draft registration statement 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 this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 1 to Draft Registration Statement Confidentially Submitted May 25, 2021 Cover Page 1. Please dislcose on the cover page that if each of the anchor investors purchases the full 9.9% of the units it has expressed an interest in purchasing, the anchor investors would own in the aggregate approximately 17.19% of the outstanding ordinary shares following this offering (or approximately 15.10% of the outstanding ordinary shares if the underwriters over-allotment option is exercised in full). Principal Shareholders, page 133 2. Please disclosure the natural person or persons who exercise sole or shared voting and/or dispositive power with respect to the shares held by Apollo Capital Management and Abidali Neemuchwala Compass Digital Acquisition Corp. June 11, 2021 Page 2 Meteora Capital Partners, LP, or tell us why such disclosure is not required. You may contact Laura Veator, Senior Staff Accountant, at (202) 551-3716 or Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding comments on the financial statements and related matters. Please contact Katherine Wray, Staff Attorney, at (202) 551-3483 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions. Sincerely, FirstName LastNameAbidali Neemuchwala Division of Corporation Finance Comapany NameCompass Digital Acquisition Corp. Office of Technology June 11, 2021 Page 2 cc: Louis Goldberg FirstName LastName