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Compass Digital Acquisition Corp. reports that Key Mining Corp. terminated their January 6, 2026 merger agreement after certain closing conditions were not satisfied by the June 30, 2026 outside date, causing all related voting and sponsor agreements to end as well.
Shareholders approved, by 5,410,196 votes, an ordinary resolution to adjourn the July 15, 2026 extraordinary meeting indefinitely, and a planned extension proposal was not presented, leaving the business-combination deadline at July 20, 2026.
In view of the expired deadline and terminated merger, the board has decided to cease operations except for winding up, redeem all public Class A shares for cash equal to each holder’s pro rata portion of the trust account (less taxes and up to $50,000 of interest for dissolution expenses), then liquidate the trust and dissolve the company. Public warrants will receive no redemption or liquidating distributions and will expire worthless, while sponsors waive redemption on their founder and converted shares.
Compass Digital Acquisition Corp. reports that Key Mining Corp. has terminated their Merger Agreement for a proposed initial business combination after certain closing conditions were not satisfied or waived by the June 30, 2026 outside date, which also ended related voting and sponsor agreements.
At a July 15, 2026 extraordinary general meeting, shareholders approved an ordinary resolution to adjourn the meeting indefinitely, with 5,410,196 votes in favor and none against. A planned proposal to extend the deadline to complete a business combination to January 20, 2027 was not presented, so the deadline remains July 20, 2026.
In light of the terminated merger and approaching deadline, the board has decided not to seek further extensions and instead to cease operations other than winding up, redeem all Class A public shares for cash equal to the funds in the trust account (including permitted interest less taxes and up to $50,000 for dissolution expenses), then liquidate the trust and dissolve the company. Sponsors have waived redemption rights on their Class B and related Class A shares. Public shareholders will receive their pro rata cash distribution, while the company warrants will receive no redemption or liquidating distributions and will expire worthless.
Compass Digital Acquisition Corp. is asking shareholders to approve a Fifth Extension Amendment to push its SPAC deadline from July 20, 2026 out in up to six monthly steps to as late as January 20, 2027, to complete its proposed merger with Key Mining Corp. (the KMC Business Combination). Shareholders can redeem Class A shares in connection with this vote for cash from the trust account at about $11.82 per share, based on roughly $1.31 million held in trust as of June 26, 2026, compared with a market price of $11.00. If the extension is not approved and no deal closes by the current deadline, the SPAC will redeem all public shares and liquidate, leaving warrants worthless. Sponsors, officers and directors hold about 98% of voting power and plan to vote in favor, while public holders keep redemption rights now and at any eventual business combination vote.
Compass Digital Acquisition Corp. is soliciting shareholder approval to amend its charter (the Fifth Extension Amendment) to extend the deadline to complete a business combination on a monthly basis, up to six times, from July 20, 2026 through January 20, 2027. If approved, Public Shareholders may elect to redeem their Public Shares for a pro rata portion of the funds held in the Trust Account. The Board states the extension is sought to complete the proposed KMC Business Combination pursuant to the KMC Merger Agreement. Key mechanics: holders on June 24, 2026 may vote, the Fifth Extension requires a special resolution (>= two-thirds of votes cast), and the Adjournment Proposal (simple majority) may be used to seek more votes. As of the Record Date there were 3,310,856 Class A and 2,110,122 Class B shares outstanding; sponsors and insiders control ~98.0% of the voting power.
Compass Digital Acquisition Corp. — amendment to Schedule 13G
This Schedule 13G/A amendment states that Clear Street LLC does not beneficially own any shares of Compass Digital Acquisition Corp. (CUSIP G2476C107) and that its beneficial ownership does not meet the 5% reporting threshold under Rule 13d-1. The amendment is filed to terminate Clear Street LLC's reporting obligation; it is signed by John DiBacco as Head of Markets Trading on 05/20/2026.
Compass Digital Acquisition Corp., a SPAC, reported a net loss of $2,629,949 for the quarter ended March 31, 2026, significantly higher than the $483,071 loss a year earlier. The wider loss mainly reflects a $1,905,957 non-cash loss from the change in fair value of derivative warrant liabilities and higher general and administrative expenses.
Cash held in the Trust Account was $1,302,409, while operating cash was only $16,575, contributing to a working capital deficit of $3,819,487. Management states that these liquidity constraints and the July 20, 2026 deadline to complete a Business Combination raise substantial doubt about the company’s ability to continue as a going concern.
The company has entered into a proposed Business Combination with Key Mining Corp. under the KMC Merger Agreement, with aggregate consideration of $230 million payable in Pubco common stock valued at $10.00 per share. Completion of this transaction, and use of existing Working Capital Loans and the Polar Capital Investment, are central to its plan to avoid liquidation.
Compass Digital Acquisition Corp. disclosure: Clear Street LLC reports beneficial ownership of 181,692 shares of Common Stock, representing 5.5% of the class. The filing lists sole voting and sole dispositive power over these shares. The signature is dated 05/13/2026.
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.