UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 14, 2026
Compass
Digital Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Cayman
Islands |
|
001-40912 |
|
N/A 00-0000000 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
195
US HWY 50, Suite 207
Zephyr
Cove, NV
(Address
of principal executive offices)
89448
(Zip
Code)
Registrant’s
telephone number, including area code: (775) 339-1671
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.02. Termination of a Material Definitive Agreement.
As
previously disclosed, Compass Digital Acquisition Corp., a Cayman Islands exempted company (the
“Company”), entered into that certain agreement and plan of merger (as amended, the “Merger Agreement”),
dated as of January 6, 2026, with Key Mining Corp., a Delaware corporation (“KMC”),
and other parties named therein for a proposed initial business combination for the Company.
On
July 14, 2026, KMC sent the Company a letter terminating the Merger Agreement, effective immediately, pursuant to Sections 8.1(b) and
10.2 of the Merger Agreement as certain closing conditions set forth in the Agreement, including, but not limited to, Sections 7.1(h)
and 7.1(k), were not satisfied or waived by the outside date set forth in the Merger Agreement of June 30, 2026.
Upon
termination of the Merger Agreement, the ancillary agreements, including the voting agreements, the sponsor letter agreement and the
inside letter amendment, also terminated in accordance with their respective terms.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
July 15, 2026, the Company held an extraordinary general meeting of shareholders (the “Meeting”). At the Meeting,
the Company’s shareholders were presented with a proposal to approve, by way of ordinary resolution, to adjourn the Meeting indefinitely.
The proposal was approved by the Company’s shareholders with the following vote:
| For | |
Against | |
Abstentions | |
Broker Non-Votes |
| | 5,410,196 | |
| - | |
| - | |
| - |
The
proposal to approve, by way of special resolution, an amendment to the Company’s amended and restated memorandum and articles of
association, as amended and currently in effect, to extend the date by which the Company must consummate an initial
business combination on a monthly basis, up to six (6) times, from July 20, 2026 through January 20, 2027 (or such earlier date
as determined by the Company’s board of directors), was not presented at the Meeting. Accordingly, the date by which the Company
must consummate an initial business combination remains as July 20, 2026.
Item
8.01. Other Events.
In
view of the termination of the Merger Agreement and the July 20, 2026 expiration date, the board of directors of the Company (the “Board”)
has determined that it is in the best interests of the Company’s shareholders for the Company
not to extend further the date by which the Company must consummate an initial business
combination and instead to (i) cease all operations except for the purpose of winding up as soon as practicable, (ii) as promptly
as reasonably possible redeem the Class A ordinary shares (the “Public Shares”) that were included in the units issued
in the Company’s initial public offering (the “IPO”) at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account established in connection with the IPO (the “Trust Account”) including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (up to $50,000 of
interest to pay dissolution expenses), divided by the number of outstanding Public Shares, which redemption will completely extinguish
public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject
to applicable law (the “Redemption”), and (iii) as promptly as reasonably possible following the Redemption, subject
to the approval of the Company’s remaining shareholders and the Board, liquidate the funds held in the Trust Account (the “Liquidation”)
and dissolve the Company (the “Dissolution”), subject in each case to its obligations under Cayman Islands law to
provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions
with respect to the Company’s warrants, which will expire worthless. The Company’s original sponsor, Compass Digital SPAC
LLC, a Delaware limited liability company, and the Company’s current sponsor, HCG Opportunity, LLC, a Delaware limited liability
company, have agreed to waive their redemption rights with respect to the Class B ordinary shares
of the Company issued prior to the IPO, including the Class A ordinary shares previously issued upon conversion of the Class B ordinary
shares.
In
order to provide for the disbursement of funds from the Trust Account, the Company will instruct Continental Stock Transfer & Trust
Company (“Continental”), as its trustee, to take all necessary actions to effect the Liquidation. The proceeds thereof,
less up to $50,000 of interest to pay Dissolution expenses and net of taxes payable, will be held in an operating account while awaiting
disbursement to the holders of the Public Shares. All other costs and expenses associated with implementing the Dissolution will be funded
from proceeds held outside of the Trust Account. Record holders of Public Shares will receive their pro rata portion of the proceeds
of the Trust Account by delivering their Public Shares to Continental, the Company’s transfer agent. Beneficial owners of Public
Shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount. The Redemption
Amount is expected to be paid out within ten business days after the instruction to Continental to commence the Redemption and the Liquidation.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
COMPASS
DIGITAL ACQUISITION CORP. |
| |
|
| |
By: |
/s/
Nick Geeza |
| |
Name:
|
Nick
Geeza |
| |
Title: |
Chief
Financial Officer |
Date:
July 20, 2026
