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): February 5, 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
1.01 Entry into a Material Definitive Agreement.
As
previously disclosed, on January 6, 2026, Compass Digital Acquisition Corp., a Cayman Islands exempted company (“CDAQ”),
entered into an agreement and plan of merger (the “Merger Agreement”) with (i) Titan Holdings Corp., a Delaware corporation
and a direct wholly owned subsidiary of CDAQ (“Pubco”), (ii) Titan SPAC Merger Sub Corp., a Cayman Islands exempted
company and a direct wholly owned subsidiary of Pubco, (iii) Titan Merger Sub Inc., a Delaware corporation and a direct wholly owned
subsidiary of Pubco, and (iv) Key Mining Corp., a Delaware corporation (“KMC”), for a proposed business combination
(the “Business Combination”).
On
February 5, 2026,
the parties to the Merger Agreement
entered into Amendment No. 1 to the Merger Agreement (the “Amendment”), which corrects a scrivener’s error in
the Merger Agreement to clarify that the aggregate Merger Consideration (as defined in the Merger Agreement) to be paid to holders of
all of KMC’s securities (including holders of in-the-money options and warrants) will be equal to $230 million.
A
copy of the Amendment is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing
description of the Amendment is qualified in its entirety by reference thereto.
Additional
Information and Where to Find It
In
connection with the Business Combination, Pubco, KMC and CDAQ intend to file with the U.S. Securities and Exchange Commission (the “SEC”)
the Registration Statement on Form S-4 that will include a proxy statement of CDAQ and a prospectus (the “proxy statement/prospectus”),
as well as other relevant documents concerning the Business Combination. CDAQ will mail the proxy statement/prospectus to its shareholders,
seeking their approval of the Business Combination and related matters. INVESTORS AND SHAREHOLDERS OF CDAQ AND OTHER INTERESTED PERSONS
ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT/PROSPECTUS REGARDING THE BUSINESS COMBINATION WHEN IT BECOMES AVAILABLE
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors and shareholders and other interested persons will be able to obtain a free copy of the proxy statement/prospectus,
as well as other filings containing information about CDAQ, Pubco and KMC, without charge, once available, at the SEC’s website
(www.sec.gov). Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy
statement/prospectus can also be obtained, without charge, from CDAQ by going to CDAQ’s website, cdaq-spac.com.
No
Offer or Solicitation
This
Current Report on Form 8-K is for informational purposes only and is not intended to and does not constitute an offer to subscribe for,
buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities
or the solicitation of any vote or approval in any jurisdiction, whether pursuant to or in connection with the Business Combination or
otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No
offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended, and otherwise in accordance with applicable law.
Participants
in Solicitation
Each
of CDAQ, Pubco, KMC and their respective directors, executive officers and certain other members of management and employees may be deemed
under SEC rules to be participants in the solicitation of proxies from CDAQ’s shareholders in connection with the Business Combination.
Information regarding the persons who may be considered participants in the solicitation of proxies in connection with the Business Combination,
including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus
and other relevant materials when they are filed with the SEC. Information regarding the directors and executive officers of CDAQ is
set forth in CDAQ’s Annual Reports on Form 10-K. Information regarding the identity of all potential participants, and their direct
and indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus and other relevant materials
filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
Cautionary
Statement Regarding Forward-Looking Statements
Certain
statements herein and the documents incorporated herein by reference may constitute forward-looking statements, which statements involve
inherent risks and uncertainties.
Examples
of forward-looking statements include, but are not limited to, statements with respect to the Business Combination. Such statements include
expectations, hopes, beliefs, intentions, plans, prospects, financial results of strategies regarding KMC, CDAQ, Pubco and the Business
Combination, and statements regarding the anticipated benefits and timing of the completion of the Business Combination, objectives of
management for future operations of KMC, expected operating costs of KMC and its subsidiaries, the upside potential and opportunity for
investors, KMC’s plan for value creation and strategic advantages, market site and growth opportunities, regulatory conditions
and competitive position, the satisfaction of closing conditions to the Business Combination and the level of redemptions of CDAQ’s
public shareholders, and KMC’s, Pubco’s and CDAQ’s expectations, intentions, strategies, assumptions or beliefs about
future events, results at operations or performance or that do not solely relate to historical or current facts. These forward-looking
statements generally are identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “potential,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will
likely result,” and similar expressions.
Forward-looking
statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult
to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially
from anticipated results expressed or implied by such forward-looking statements. Such risks, uncertainties and assumptions, include,
but are not limited to: the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely
affect the price of CDAQ’s securities; the risk that the Business Combination may not be completed by CDAQ’s business combination
deadline; failure to realize the anticipated benefits of the Business Combination; the risk that the redemptions of CDAQ’s public
shareholders may reduce the public float of, reduce the liquidity of the trading market of the securities of CDAQ; the risks that CDAQ,
KMC and Pubco will not raise the anticipated transaction financing that they are seeking in connection with the Business Combination
or that the terms of such financing will be on less desirable terms and conditions than currently anticipated; the risks that the conditions
to the consummation of the closing under the Merger Agreement may not be satisfied, including the failure to obtain the listing of Pubco
common stock on a national securities exchange upon the closing of the Business Combination, and the Business Combination will not be
consummated; costs related to the Business Combination and as a result of becoming a public company; the risk that KMC is an exploration
stage mining company that also is developing a desalination plant and has limited operating history; the risks that the Titanium Project
is in the exploration stage; the risks that inaccuracies of historical information with respect to KMC’s mineral projects could
hinder its exploration plans; the risks that suitable infrastructure may not be available or damage to existing infrastructure may occur;
the risks that KMC will require substantial additional capital to explore and/or develop the Cerro Blanco Project and KMC may be unable
to raise additional capital on favorable terms or at all; the risks that KMC has a limited operating history on which to evaluate its
business and performance, and accordingly, KMC’s prospects must be considered in light of the risks that any new company encounters;
the risks that KMC has incurred operating losses since inception on February 18, 2020, expects to incur significant operating losses
for the foreseeable future and may never achieve or sustain profitability; the risks that the mining industry is highly competitive;
the risks that there may be defects in KMC’s rights under the mining claims that comprise the Titanium Project in Chile, and such
defects could impair KMC’s ability to explore for mineralized material and to otherwise develop such property; the risks that KMC
faces significant risks and hazards inherent to the development and operation of a water desalination project; the risks that the Water
Desalination Project’s success depends on entering into and maintaining long-term water purchase agreements with mining, utility
and agricultural off-takers, which may not materialize as expected; the risks that the Water Desalination Project’s off-take portfolio
is expected to be concentrated in a limited number of mining customers whose operations and water needs may be affected by commodity
price volatility, regulatory changes and other factors; the risks that potential demand and offtake for the Water Desalination Project
may be insufficient to support its economic viability or profitability; the risks that KMC may be unable to obtain approvals to increase
the permitted capacity of the Water Desalination Project as contemplated, which would limit potential returns and could adversely affect
KMC’s business; the risks that although the Water Desalination Project has obtained an Environmental Impact Statement approval
and most of the permits required to begin construction, certain key permits and land rights, including final maritime concessions and
remaining easements, remain outstanding or subject to renewal and challenge; the risks that the Cerro Blanco Project is located in Chile
which makes KMC vulnerable to risks associated with operating in one major geographic area; the risks that changes in laws or regulations
regarding mining concessions in Chile could increase KMC’s expenses; the risks that after consummation of the proposed Business
Combination, KMC experiences difficulties managing its growth and expanding operations; challenges in implementing the business plan,
due to lack of an operating history, operational challenges, significant competition and regulation; and those risk factors discussed
in documents of CDAQ, Pubco or KMC filed, or to be filed, with the SEC.
The
foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties
described in the “Risk Factors” section in the final prospectus of CDAQ dated as of October 14, 2021 and filed by CDAQ with
the SEC on October 18, 2021, CDAQ’s Quarterly Reports on Form 10-Q, CDAQ’s Annual Reports on Form 10-K and the Registration
Statement on Form S-4 and proxy statement/prospectus that will be filed by KMC, Pubco and CDAQ, and other documents filed or to be filed
by CDAQ, Pubco and KMC from time to time with the SEC. These filings do or will identify and address other important risks and uncertainties
that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be
additional risks that none of KMC, Pubco or CDAQ presently know or currently believe are immaterial that could also cause actual results
to differ from those contained in the forward-looking statements.
Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and
none of the parties or any of their representatives assumes any obligation and does not intend to update or revise these forward-looking
statements, whether as a result of new information, future events, or otherwise. None of the parties or any of their representatives
gives any assurance that KMC, Pubco or CDAQ will achieve its expectations. The inclusion of any statement in this Current Report on Form
8-K does not constitute an admission by KMC, Pubco, CDAQ or any other person that the events or circumstances described in such statement
are material.
Item
9.01 Financial Statements and Exhibits.
| (d) |
Exhibits. |
| |
|
| |
The following exhibits are being filed herewith: |
| 2.1 |
Amendment No. 1 to the Merger Agreement, dated as of February 5, 2026, by and among Compass Digital Acquisition Corp., Titan Holdings Corp., Titan SPAC Merger Sub Corp., Titan Merger Sub Inc. and Key Mining Corp. |
| 104 |
Cover Page Interactive
Data File (embedded within the Inline XBRL document). |
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:
February 5, 2026
