Amended Statement of Ownership (sc 13g/a)
15 February 2023 - 7:51AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
Compass
Digital Acquisition Corp |
(Name
of Issuer) |
|
Class
A Ordinary Shares, par value $0.0001 per share |
(Titles
of Class of Securities) |
|
G2476C107 |
(CUSIP
Number) |
|
December 31, 2022 |
(Date of Event Which Requires
Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
|
|
☐ |
Rule
13d-1(b) |
☒ |
Rule
13d-1(c) |
☐ |
Rule
13d-1(d) |
* | The remainder of this cover page shall be filled out
of a reporting person’s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP
No. G2476C107 |
SCHEDULE
13G |
|
Page
2 of 10 |
1 |
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cantor Fitzgerald Securities |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY |
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New York |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
1,398,772* |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
1,398,772* |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,398,772* |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.59% |
|
12 |
TYPE OF REPORTING PERSON
PN |
|
FOOTNOTE:
| * | Consists of 1,398,772 shares
of common stock. |
CUSIP
No. G2476C107 |
SCHEDULE
13G |
|
Page
3 of 10 |
1 |
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cantor Fitzgerald, L.P. |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY |
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
1,398,772* |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
1,398,772* |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,398,772* |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.59% |
|
12 |
TYPE OF REPORTING PERSON
PN |
|
FOOTNOTES:
* |
Consists of 1,398,772 shares of common stock. |
CUSIP
No. G2476C107 |
SCHEDULE
13G |
|
Page
4 of 10 |
1 |
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CF Group Management, Inc. |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY |
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New York |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
1,398,772* |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
1,398,772* |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,398,772* |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.59% |
|
12 |
TYPE OF REPORTING PERSON
CO |
|
FOOTNOTES:
| * | Consists of 1,398,772 shares of common stock. |
CUSIP
No. G2476C107 |
SCHEDULE
13G |
|
Page
5 of 10 |
1 |
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Howard W. Lutnick |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY |
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
1,398,772* |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
1,398,772* |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,398,772* |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.59% |
|
12 |
TYPE OF REPORTING PERSON
IN |
|
FOOTNOTE:
| * | Consists of 1,398,772 shares
of common stock. |
CUSIP
No. G2476C107 |
SCHEDULE
13G |
|
Page
6 of 10 |
Item 1(a). |
Name of Issuer: |
|
|
|
Compass Digital Acquisition Corp |
|
|
Item 1(b). |
Address of Issuer’s Principal Executive Offices: |
|
|
|
C/O MAPLES CORPORATE SERVICES LIMITED, PO BOX 309, UGLAND HOUSE, GRAND CAYMAN, Cayman Islands, KY1-1104 |
|
|
Item 2(a). |
Name of Person Filing: |
|
|
|
Cantor Fitzgerald Securities, Cantor
Fitzgerald, L.P., CF Group Management, Inc. and Howard W. Lutnick (collectively, the “Reporting Persons”).
|
Item 2(b). |
Address of Principal Business Office or, if none, Residence: |
|
|
|
110 East 59th Street
New York, New York 10022
|
Item 2(c). |
Citizenship: |
|
|
|
Cantor Fitzgerald Securities is a general partnership formed in New York. Cantor Fitzgerald, L.P. is a Delaware limited partnership; CF Group Management, Inc. is a New York corporation, and Mr. Lutnick is a citizen of the United States of America. |
|
|
Item 2(d). |
Titles of Classes of Securities: |
|
|
|
Class A Ordinary Shares, par value $0.0001 per share. |
|
|
Item 2(e). |
CUSIP Number: |
|
|
|
G2476C107 |
Item
3. |
If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n): |
|
(a) |
☐ |
Broker
or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o). |
|
(b) |
☐ |
Bank
as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). |
|
(c) |
☐ |
Insurance
company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). |
|
(d) |
☐ |
Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
(e) |
☐ |
Investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
|
(f) |
☐ |
Employee
benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
|
(g) |
☐ |
Parent
holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
|
(h) |
☐ |
Savings
association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
|
(i) |
☐ |
Church
plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3). |
|
(j) |
☐ |
Non-U.S.
institution, in accordance with § 240.13d-1(b)(1)(ii)(J). |
|
(k) |
☐ |
Group
in accordance with §240.13d-1(b)(1)(ii)(K). |
|
|
|
|
|
If
filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: __________ |
CUSIP
No. G2476C107 |
SCHEDULE
13G |
|
Page
7 of 10 |
The responses to Items 5-11 of the
cover pages of this Schedule 13G are incorporated herein by reference.
As of December 31, 2022, the Reporting
Persons may be deemed to beneficially own an aggregate of 1,398,772 Class A Ordinary Shares, par value $0.0001 per share (“Ordinary
Shares”) of Compass Digital Acquisition Corp (the “Issuer”), representing 6.59% of the Issuer’s outstanding Common
Stock.
The percentage of the Common Stock
held by the Reporting Persons is based on 21,240,488 Ordinary Shares outstanding as of October 27, 2022 as reported in the Issuer’s
10-Q filed with the Securities and Exchange Commission on October 27, 2022.
Cantor Fitzgerald Securities (“CFS”)
is the record holder of the securities reported herein.
CF Group Management, Inc. (“CFGM”)
is the managing general partner of Cantor Fitzgerald, L.P. (“Cantor”) and directly or indirectly controls the managing general
partner of CFS. Mr. Lutnick is Chairman and Chief Executive of CFGM and trustee of CFGM’s sole stockholder. Cantor, indirectly, holds
a majority of the ownership interests of CFS. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership
of the securities directly held by CFS. Each such entity or person disclaims any beneficial ownership of the reported shares other than
to the extent of any pecuniary interest they may have therein, directly, or indirectly.
CUSIP
No. G2476C107 |
SCHEDULE
13G |
|
Page
8 of 10 |
Item 5. |
Ownership of Five Percent or Less of a Class. |
|
|
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐. |
|
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
|
|
|
Not Applicable. |
|
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
|
|
|
Not Applicable. |
|
|
Item 8. |
Identification and Classification of Members of the Group. |
|
|
|
Not Applicable. |
|
|
Item 9. |
Notice of Dissolution of Group. |
|
|
|
Not Applicable. |
|
|
Item 10. |
Certification. |
By signing below the undersigned
certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection
with a nomination under § 240.14a-11.
CUSIP
No. G2476C107 |
SCHEDULE
13G |
|
Page
9 of 10 |
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 14, 2023
|
CANTOR FITZGERALD SECURITIES |
|
|
|
|
|
By: |
/s/ Howard W. Lutnick |
|
|
Name: |
Howard W. Lutnick |
|
|
Title: |
Chief Executive Officer |
|
|
|
|
|
CANTOR FITZGERALD, L.P. |
|
|
|
|
|
By: |
/s/ Howard W. Lutnick |
|
|
Name: |
Howard W. Lutnick |
|
|
Title: |
Chief Executive Officer |
|
|
|
|
|
CF GROUP MANAGEMENT, INC. |
|
|
|
|
|
By: |
/s/ Howard W. Lutnick |
|
|
Name: |
Howard W. Lutnick |
|
|
Title: |
Chief Executive Officer |
|
|
|
|
|
HOWARD W. LUTNICK |
|
|
|
|
|
By: |
/s/ Howard W. Lutnick |
|
|
Howard W. Lutnick |
[Schedule 13G – Compass Digital Acquisition
Corp – February 2023]
CUSIP
No. G2476C107 |
SCHEDULE
13G |
|
Page
10 of 10 |
Exhibit Index
Compass Digital Acquisit... (NASDAQ:CDAQ)
Historical Stock Chart
From Apr 2024 to May 2024
Compass Digital Acquisit... (NASDAQ:CDAQ)
Historical Stock Chart
From May 2023 to May 2024