Compass Digital Acquisition Corp. 8-K

What Happened
Compass Digital Acquisition Corp. (CDAQ) announced an amendment (Amendment No. 1) to the Merger Agreement with Titan Holdings Corp. (Pubco), its merger subsidiaries, and Key Mining Corp. (KMC). The Merger Agreement was originally entered on January 6, 2026; the February 5, 2026 amendment corrects a scrivener’s error and clarifies that the aggregate merger consideration to holders of KMC securities (including in‑the‑money options and warrants) is $230 million. CDAQ, Pubco and KMC intend to file a Registration Statement on Form S-4 (including the proxy statement/prospectus) and will mail the proxy materials to CDAQ shareholders seeking approval of the business combination.

Key Details

• Amendment Date: February 5, 2026; original Merger Agreement dated January 6, 2026.
• Total merger consideration clarified at $230,000,000 to be paid to holders of all KMC securities (including in‑the‑money options and warrants).
• Parties: Compass Digital Acquisition Corp. (Cayman), Titan Holdings Corp. (Pubco) and subsidiaries, and Key Mining Corp. (KMC).
• Next steps: Filing of Form S-4 and mailing of proxy statement/prospectus to CDAQ shareholders for vote.

Why It Matters
This amendment fixes a contract drafting error and sets the concrete aggregate price for the proposed business combination—important for shareholders and potential investors evaluating the deal economics. The transaction still requires filing of the S-4, delivery of proxy materials, shareholder approval and satisfaction of closing conditions (including potential financing and exchange listing). The proxy statement/prospectus will contain detailed terms, financial information and risk factors (including risks related to KMC’s exploration and desalination projects), so investors should read those documents when filed.