Exhibit 16.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 4.01 Changes in Registrant’s Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm.
Effective as of September 5, 2023, the Board of Directors (the “Board”) of Compass Digital Acquisition Corp. (“Company”) and the Audit Committee (the “Audit Committee”) of the Board authorized dismissal of Marcum LLP (“Marcum”) and engagement of Withum Smith-Brown, PC. (“Withum”) as the new independent registered public accounting firm of the Company, for the audit of the Company for the fiscal year ending December 31, 2023.
The Company was incorporated on March 8, 2021, and the financial statements for the fiscal year ended on December 31, 2022 were audited by Marcum. The auditor’s report on the financial statements for the year ended on December 31, 2022 did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, , except that it has expressed uncertainty about the Company’s ability to continue as a going concern. Other than the foregoing, Marcum has not conducted any audit on the Company’s financial statements for any other fiscal year, or has issued any audit report since incorporation.
In addition, since Marcum’s engagement in 2021, there were no disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to the subject matter of the disagreements in connection with its reports on the Company’s financial statements for such periods. Also, during this time, there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Marcum with a copy of the above disclosures and requested that Marcum furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made above. A copy of Marcum’s letter dated December 15, 2023 is attached as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Appointment of New Independent Registered Public Accounting Firm.
Effective as of September 5, 2023, the Company engaged Withum as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. During the fiscal years ended December 31, 2021 and December 31, 2022, neither the Company nor anyone on its behalf consulted with Withum regarding (i) the application of accounting principles to any specified transaction, either completed or proposed or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Withum concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.
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Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 16.1 | Letter from Marcum LLP regarding the change in the Registrant’s certifying accountant, dated December 15, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Compass Digital Acquisition Corp. | ||
| By: | /s/ Nick Geeza | |
| Name: | Nick Geeza | |
| Title: | Chief Financial Officer | |
| Date: December 15, 2023 | ||
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Exhibit 16.1