Compass Digital Acquisition Corp. 8-K

What Happened
Compass Digital Acquisition Corp. (CDAQ) announced on April 10, 2026 (agreement dated January 6, 2026) that it entered into an amended merger agreement to combine with Key Mining Corp. (KMC). Under the agreement, newly formed Pubco and its wholly owned merger subsidiaries will complete two mergers: one that will fold CDAQ into a Purchaser Merger Sub and one that will fold KMC into a Company Merger Sub, leaving both CDAQ and KMC as wholly owned subsidiaries of Pubco. Pubco will be the publicly traded holding company for the combined business. An investor presentation related to the transaction was furnished as Exhibit 99.1 to the 8‑K.

Key Details

• Agreement date: January 6, 2026; 8‑K filed April 10, 2026.
• Structure: Purchaser Merger Sub will merge into CDAQ; Company Merger Sub will merge into KMC; both CDAQ and KMC become subsidiaries of newly formed Pubco.
• Consideration: CDAQ securityholders receive substantially equivalent Pubco securities; KMC shareholders will receive Pubco common stock and Pubco will assume outstanding KMC options and warrants.
• Target business: KMC is described as a global critical minerals and infrastructure company with projects in Chile and the United States.
• The filing does not disclose specific financial terms or valuation in the 8‑K.

Why It Matters
This deal aims to combine a SPAC sponsor (CDAQ) with Key Mining’s critical‑minerals assets under a single, publicly traded parent (Pubco). For CDAQ and KMC shareholders, the transaction will convert existing holdings into securities of Pubco and will transfer KMC’s options and warrants to the new public company—important mechanics that can affect ownership percentages and future trading. Investors should review the investor presentation and future filings for transaction economics, shareholder vote requirements, and any pro forma financials or dilution details.