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.
Titan Holdings Corp. disclosed a transcript of a podcast discussing the proposed $303M business combination with Compass Digital Acquisition Corp. and Key Mining Corp., which combines a Chilean rutile titanium mine, a permitted coastal desalination project, and a copper asset in Arizona. The company expects a bankable feasibility study for the titanium mine in about 9 months and targets first production in early 2029; the desalination plant could be online by mid-2028. Management outlined project-level financing plans (approximately 70% debt / 30% equity), estimated titanium mine capex of $200–$220M, and noted eligibility for Inflation Reduction Act incentives for production in a US FTA partner jurisdiction.
Compass Digital Acquisition Corp. reported that shareholders approved an amendment to its memorandum and articles of association to extend the deadline to complete a Business Combination. The company may now extend this deadline on a monthly basis up to three times, from April 20, 2026 through July 20, 2026, or an earlier date set by the board.
Shareholders also ratified the selection of WithumSmith+Brown, PC as independent auditor for the year ending December 31, 2026. In connection with the extension vote, holders of 10 Class A public shares redeemed their stock for approximately $11.76 per share, about $118 in total, leaving 110,856 public shares outstanding.
Compass Digital Acquisition Corp. (CDAQ) disclosed a definitive Merger Agreement to combine with Key Mining Corp. (KMC) via a three-party structure that would produce a newly formed public holding company (Pubco). The filing states Pubco will assume KMC options and warrants and that CDAQ and KMC will become wholly owned subsidiaries of Pubco.
The companies filed a registration statement on Form S-4 that includes a proxy statement/prospectus to seek CDAQ shareholder approval of the Business Combination; the proxy statement/prospectus will be mailed when available. The report furnishes an investor presentation as Exhibit 99.1.
Compass Digital Acquisition Corp. has outlined a proposed business combination with Key Mining Corp., a critical minerals and infrastructure company with projects in Chile and the United States. The deal uses a new holding company, Titan Holdings Corp., which will become the publicly traded parent.
After closing, Compass Digital and Key Mining would each become wholly owned subsidiaries of Titan, with Compass Digital securityholders receiving equivalent Titan securities and Key Mining shareholders receiving Titan common stock. Titan will also assume all outstanding Key Mining options and warrants. An investor presentation describing the transaction and Key Mining’s mining and desalination projects has been furnished for informational purposes.
Compass Digital Acquisition Corp. is asking shareholders to approve a Fourth Extension of its deadline to complete a business combination, mainly the proposed merger with Key Mining Corp. (KMC). The extension would allow monthly pushes from April 20, 2026 through July 20, 2026.
Public shareholders can redeem their Class A ordinary shares for cash at a price tied to the trust account, which held about $1.3 million, or roughly $11.72 per share, as of March 13, 2026, versus a market price of $11.00. If the extension or a merger is not completed within the allowed period, the SPAC will redeem all public shares and liquidate, and its warrants will expire worthless.
As of the March 11, 2026 record date, there were 3,310,866 Class A and 2,110,122 Class B ordinary shares outstanding. The sponsors and insiders control about 98.0% of the voting power and plan to vote for all proposals, which also include ratifying Withum as auditor and an adjournment authority.
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 $200,000,000 in its 2021 IPO, placing the proceeds in a trust account. Through a series of shareholder meetings in 2023, 2024 and 2025, holders redeemed Public Shares for approximately $169.1 million, $29.6 million and $26.7 million, respectively, at rising per-share prices.
As of December 31, 2025, the trust held about $11.67 per Public Share, and there were 3,310,866 Class A and 2,110,122 Class B Ordinary Shares outstanding. The report details a proposed all-stock KMC Business Combination valuing Key Mining Corp. at $230.0 million via a new Delaware holding company, with Compass Digital required to meet a $5.0 million minimum cash condition at closing.
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 in the first half of 2026, subject to customary approvals.
The transaction implies a pro-forma enterprise value of approximately $303 million and a pro-forma equity value of approximately $318 million. Key Mining shareholders will roll 100% of their equity; the deal is expected to leave the combined company roughly debt-free with up to $15 million of net cash. The proxy statement/prospectus on Form S-4 will be mailed to CDAQ shareholders for approval.
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.