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                             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.
 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.



FirstName LastNameAbid Neemuchwala                       Sincerely,
Comapany NameCompass Digital Acquisition Corp.
                                                         Division of
Corporation Finance
June 30, 2023 Page 2                                     Office of Energy &
Transportation
FirstName LastName