HCG Opportunity Files SC 13D/A for Compass Digital Acquisition

TL;DR

HCG Opportunity amended its filing for Compass Digital Acquisition. Ownership change incoming.

AI Summary

On July 26, 2024, HCG Opportunity, LLC, along with Daniel J. Hennessy and Thomas D. Hennessy, filed an amendment (SC 13D/A) regarding their holdings in Compass Digital Acquisition Corp. The filing indicates a change in their beneficial ownership, though specific new percentages or dollar amounts are not detailed in this excerpt. The filing is an amendment to a previous filing concerning their stake in the blank check company.

Why It Matters

This filing signals a potential shift in control or strategy for Compass Digital Acquisition Corp., a blank check company, which could impact its future merger or acquisition targets.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings for SPACs can indicate strategic shifts or potential redemptions, introducing uncertainty.

Key Players & Entities

• HCG Opportunity, LLC (company) — Filing entity
• Daniel J. Hennessy (person) — Group member
• Thomas D. Hennessy (person) — Group member and authorized contact
• Compass Digital Acquisition Corp. (company) — Subject company

FAQ

Key Financial Figures

• $0.0001 — r) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securiti
• $10.92 — at a redemption price of approximately $10.92 per share, for an aggregate redemption
• $29.6 million — gate redemption amount of approximately $29.6 million (the “2024 Redemptions”).

Filing Documents

• formsc13da.htm (SC 13D/A) — 195KB
• 0001493152-24-029293.txt ( ) — 197KB

From the Filing

SC 13D/A 1 formsc13da.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* COMPASS DIGITAL ACQUISITION CORP. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2476C107 (CUSIP Number) Thomas Hennessy HCG Opportunity, LLC 195 US Hwy 50, Suite 309 Zephyr Cove, NV 89448 (775) 339-1671 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 24, 2024 (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. * The remainder of this cover page shall be filled out for 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 the disclosures provided in a prior cover page. The information required on 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 (“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 13D/A Page 2 of 8 Pages 1 NAMES OF REPORTING PERSONS HCG Opportunity, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 3,093,036 (1) 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 3,093,036 (1) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,093,036 (1) 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 47.5 (2) 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO 1. Includes (i) 832,095 of the Issuer’s Class B ordinary shares, par value $0.0001 per share (“Class B Ordinary Shares”), held by HCG Opportunity, LLC (the “Sponsor”), which is convertible into 832,095 of the Issuer’s Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), and (ii) 2,260,941 Class A Ordinary Shares, (x) 393,337 of which the Sponsor elected to convert from Class B Ordinary Shares previously held by the Sponsor on a one-for-one basis on October 19, 2023 and (y) 1,867,604 of which the Sponsor elected to convert from Class B Ordinary Shares previously held by the Sponsor on a one-for-one basis on July 24, 2024. HCG Opportunity MM, LLC (“HCG MM”) is the sole member of the Sponsor. Thomas D. Hennessy (“Mr. Hennessy”) and Daniel J. Hennessy (collectively, with the Sponsor, HCG MM and Mr. Hennessy, the “Reporting Persons”) are the sole members of HCG MM and serve on the Issuer’s board of directors. Each of the Reporting Persons disclaims beneficial 2. This percentage set forth herein is calculated based on the sum of (i) 5,681,485 Class A Ordinary Shares outstanding as of July 24, 2024, as reported in the Issuer’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on July 24, 2024, and (ii) 832,095 Class A Ordinary Shares that the Reporting Persons currently have the right to acquire upon conversion of 832,095 Class B Ordinary Shares on a one-for-one basis, which have been added to the Class A Ordinary Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended. CUSIP No.: G2476C107 Schedule 13D/A Page 3 of 8 Pages 1 NAMES OF REPORTING PERSONS HCG Opportunity MM, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) AF 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 3,093,036 (1) 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 3,093,036 (1) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,093,036 (1) 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN

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