Welcome to our dedicated page for Compass Digital SEC filings (Ticker: CDAQF), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Compass Digital Acquisition Corp. (CDAQF) files detailed reports with the U.S. Securities and Exchange Commission that describe its activities as a special purpose acquisition company and its proposed business combinations. On this page, you can review Form 8-K current reports and other filings that explain material agreements, transaction structures and related risks.
Key recent filings include Form 8-K reports dated January 6, 2026, and January 12, 2026, describing an agreement and plan of merger among Compass Digital Acquisition Corp., a newly formed Delaware holding company called Titan Holdings Corp. (Pubco), merger subsidiaries and Key Mining Corp. These filings outline how Purchaser Merger Sub will merge with and into Compass Digital Acquisition Corp., and how Company Merger Sub will merge with and into Key Mining Corp., resulting in both companies becoming wholly owned subsidiaries of Pubco, which is expected to be named Key Mining Holdings Corp.
The filings provide detail on the merger consideration, which is to be paid entirely in shares of Pubco common stock, the assumption of Key Mining Corp. options and warrants by Pubco, and the absence of contractual post-closing lock-up restrictions on the merger consideration described. They also summarize representations, warranties and covenants, including provisions related to organization, capitalization, SEC filings, tax matters, mining and desalination assets, and environmental and permitting issues.
Earlier Form 8-K filings from November 2025 discuss the termination of a prior business combination agreement with EEW Renewables Ltd., including the receipt of a termination notice, Compass Digital Acquisition Corp.’s response disputing that notice, and its subsequent decision to terminate the agreement due to alleged material uncured breaches. These documents illustrate how the company reports changes in its transaction pipeline.
Through Stock Titan, users can access Compass Digital Acquisition Corp.’s SEC filings as they are made available on EDGAR and use AI-powered summaries to interpret complex sections of Form 8-K reports, registration statements on Form S-4 and related disclosures about the proposed Key Mining Holdings Corp. structure.
Compass Digital Acquisition Corp. filed its annual report describing its status as a SPAC and plans to complete an initial business combination. The company raised
As of December 31, 2025, the trust held about
Compass Digital Acquisition Corp. is asking shareholders to approve a Fourth Extension of the deadline to complete its proposed merger with Key Mining Corp. (KMC) under the KMC Merger Agreement. The extension would permit additional time to consummate the KMC Business Combination and would permit holder redemptions from the Trust Account on a pro rata basis.
The Proxy Statement explains redemption mechanics for Public Shareholders, confirms the Record Date as March 11, 2026, and notes 3,310,866 Class A and 2,110,122 Class B ordinary shares outstanding as of that date. Sponsors hold 3,200,000 Class A and 2,110,122 Class B shares (collectively ~98% voting control). Approval requires a two-thirds (2/3) vote of votes cast.
Compass Digital Acquisition Corp. (CDAQ) proposes a business combination with Key Mining Corp. (KMC), presenting Key Mining's Chilean rutile project, a near-ready desalination plant, and a U.S. copper asset as core assets. The combined company targets closing
The transaction implies a pro-forma enterprise value of approximately
Titan Holdings Corp., Key Mining Corp. ("KMC") and Compass Digital Acquisition Corp. ("CDAQ") announced that Pubco, a wholly owned CDAQ subsidiary, has filed a Form S-4 registration statement with the SEC for their proposed business combination.
The transaction, agreed on January 6, 2026, is expected to close in the first half of 2026, subject to shareholder approvals, SEC effectiveness of the S-4 and stock exchange listing of Pubco’s common stock and warrants. The deal is expected to provide up to $20 million in gross proceeds from remaining CDAQ trust cash after redemptions and additional transaction financing.
KMC is an exploration-stage critical minerals and infrastructure company with titanium and copper assets in Chile and the United States, including the Cerro Blanco rutile titanium dioxide deposit and a water desalination project. The release highlights significant forward-looking risks, including financing needs, permitting and operating challenges, and the possibility the business combination may not be completed.
Compass Digital Acquisition Corp. filed an update on its planned merger with Key Mining Corp.. The companies signed Amendment No. 1 to their merger agreement on February 5, 2026 to correct a drafting error and clarify the total consideration.
The amendment specifies that the aggregate merger consideration to be paid to holders of all KMC securities, including holders of in-the-money options and warrants, will be $230 million. The business combination has not yet closed, and the parties plan to file a Form S-4 registration statement with a joint proxy statement/prospectus for Compass shareholders to vote on the transaction.
Compass Digital Acquisition Corp. amended its merger agreement for the proposed business combination with Key Mining Corp., clarifying that aggregate merger consideration payable to all KMC securityholders, including in-the-money options and warrants, will total $230 million.
The SPAC structure uses Titan Holdings Corp. as the post-combination parent. The parties plan to file an S-4 registration statement with a combined proxy statement/prospectus, which CDAQ will mail to shareholders seeking approval for the business combination and related matters.
Compass Digital Acquisition Corp. entered into a definitive merger agreement with Key Mining Corp. to complete a business combination using a new Delaware holding company, Titan Holdings Corp. (Pubco). Pubco will acquire both Compass Digital and Key Mining, and is expected to become a publicly traded holding company named Key Mining Holdings Corp., with each of Compass Digital and Key Mining as wholly owned subsidiaries.
The Merger Consideration for Key Mining stockholders is
The deal structure includes a no‑shop covenant, voting agreements covering approximately
Compass Digital Acquisition Corp. entered into a Merger Agreement to combine with Key Mining Corp., a critical minerals and infrastructure company with projects in Chile and the U.S. A new Delaware holding company, Titan Holdings Corp. (Pubco), will become the public parent, later renamed Key Mining Holdings Corp., with both CDAQ and KMC as wholly owned subsidiaries.
KMC stockholders will receive Pubco common stock valued at an aggregate $230.0 million, paid entirely in shares priced at
The agreement includes no termination fee, a June 30, 2026 outside date, customary no‑shop provisions, voting and sponsor support agreements, and registration rights for key KMC and SPAC holders. Extensive risk factors highlight KMC’s exploration‑stage mining and desalination projects, need for significant capital, permitting and country risks in Chile, and uncertainties around securing long‑term offtake for its water project.
Compass Digital Acquisition Corp. entered into a definitive merger agreement with Key Mining Corp. to complete a proposed business combination using a new holding company structure. A newly formed Delaware company, Titan Holdings Corp. (Pubco), will become the publicly traded parent, with Compass Digital Acquisition and Key Mining each becoming its wholly owned subsidiaries after two sequential mergers. Compass Digital Acquisition securityholders are expected to receive substantially equivalent securities of Pubco, while Key Mining shareholders will receive Pubco common stock and Pubco will assume all outstanding Key Mining options and warrants.
Key Mining is described as a global critical minerals and infrastructure company with projects in Chile and the United States, including mining and a water desalination project. Completion of the deal will require shareholder approval and a registration statement on Form S-4 with a combined proxy statement/prospectus. The disclosure highlights extensive forward-looking statements and risks, including the possibility the transaction is not completed, high redemption levels, financing and listing conditions, and project-specific risks tied to exploration-stage mining, desalination infrastructure, permitting, capital needs and operating in Chile.
Compass Digital Acquisition Corp. announced that it has entered into a merger agreement for a proposed business combination with Key Mining Corp., a Delaware-based global critical minerals and infrastructure company with projects in Chile and the United States. The transaction will be structured so that a newly formed holding company, Titan Holdings Corp. (Pubco), becomes the publicly traded parent of both Compass Digital Acquisition and Key Mining.
After the deal closes, Compass Digital Acquisition and Key Mining are expected to become wholly owned subsidiaries of Pubco, with Compass Digital securityholders receiving substantially equivalent Pubco securities and Key Mining shareholders receiving Pubco common stock. Pubco will also assume all outstanding Key Mining options and warrants. The combination remains subject to shareholder approval, regulatory filings including a planned Form S-4 registration statement with proxy statement/prospectus, and satisfaction of closing conditions outlined in the merger agreement.