Compass Digital Acquisition Corp. 8-K

What Happened
Compass Digital Acquisition Corp. (CDAQ) announced on January 6, 2026 that it entered into an Agreement and Plan of Merger to combine with Key Mining Corp. (KMC) by creating a new public holding company (Titan Holdings Corp./“Pubco”) that will be renamed Key Mining Holdings Corp. At closing, Pubco will issue stock as merger consideration equal to $230.0 million (valued at $10.00 per share) to KMC securityholders; outstanding KMC options and warrants will be assumed and converted into Pubco options/warrants with adjusted exercise prices and share amounts. CDAQ will domesticate to Delaware and both CDAQ and KMC will become wholly owned subsidiaries of Pubco. The parties will prepare an S-4 registration statement/proxy and must satisfy customary closing conditions including shareholder approvals, SEC effectiveness and a minimum cash condition.

Key Details

• Merger Agreement signed January 6, 2026; target combined public vehicle to be named Key Mining Holdings Corp.
• Merger Consideration: $230.0 million paid entirely in Pubco common stock, priced at $10.00 per share (no fractional shares issued).
• Closing conditions include SEC registration effectiveness, exchange listing (Nasdaq or NYSE American), and a Minimum Cash Condition of at least $5.0 million at Closing.
• KMC stockholders representing 20.75% of voting securities entered Voting Agreements to support the transaction; sponsor agreed to vote and convert outstanding sponsor loan ($2.5M) into shares at $10.00/share.
• No contractual post-closing lock-up on Pubco securities issued to KMC; no post-closing indemnification by parties; deal must close by June 30, 2026 (subject to termination provisions).

Why It Matters
This agreement would convert the SPAC (CDAQ) into an operating public company focused on critical minerals and desalination projects (KMC), issuing significant new Pubco stock to KMC holders and assuming KMC equity instruments. For retail investors, key near-term milestones are shareholder votes, SEC review/efficacy of the S-4, a national exchange listing, and the parties’ ability to meet the minimum cash and financing needs. The filing highlights material risks (KMC’s limited operating history, project and permitting risks, need for additional capital, and possible redemptions), so investors should read the forthcoming proxy statement/prospectus (Form S-4) for full details before making investment decisions.