Compass Digital Acquisition Corp. 8-K

What Happened
Compass Digital Acquisition Corp. (CDAQ) announced on January 6, 2026 that it entered into a definitive Merger Agreement to effect a business combination with Key Mining Corp. (KMC). Under the agreement, newly formed Titan Holdings Corp. ("Pubco") and its subsidiaries (Titan SPAC Merger Sub and Titan Merger Sub Inc.) will effect two mergers: (a) Purchaser Merger Sub will merge into CDAQ (making CDAQ a wholly‑owned subsidiary of Pubco) and (b) Company Merger Sub will merge into KMC (making KMC a wholly‑owned subsidiary of Pubco). After closing, Pubco will be a publicly traded holding company for the combined business. KMC is described as a global critical minerals and infrastructure company with projects in Chile and the United States. The company furnished a press release and an investor presentation as exhibits to the Form 8‑K.

Key Details

• Agreement signed: January 6, 2026 (Merger Agreement filed on Form 8‑K).
• Parties: Compass Digital Acquisition Corp. (CDAQ); Key Mining Corp. (KMC); Pubco = Titan Holdings Corp. and its merger‑subs.
• Transaction structure: dual‑merger where CDAQ and KMC each become wholly‑owned subsidiaries of Pubco; KMC shareholders will receive Pubco common stock and Pubco will assume KMC options/warrants.
• Disclosures filed: press release (Exhibit 99.1) and investor presentation (Exhibit 99.2) were furnished with the 8‑K.

Why It Matters
This filing announces a proposed merger that would create a publicly traded holding company combining CDAQ’s SPAC vehicle with KMC’s critical‑minerals assets, potentially giving public investors exposure to KMC’s projects in the Americas. The 8‑K shows the parties have a signed agreement but does not report closing, timing, or detailed financial terms in this disclosure — the transaction remains a proposed business combination that will be subject to customary closing conditions and further regulatory and shareholder approvals. Investors should review the furnished press release and investor presentation for more details and watch for future filings with material financial terms, transaction timetable, or shareholder votes.