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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): January 6, 2026
Compass
Digital Acquisition Corp.
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-40912 |
|
N/A00-0000000 |
(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.
Merger
Agreement
General
Description of the Merger Agreement
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 Titan Holdings Corp., a newly formed Delaware corporation and a direct
wholly-owned subsidiary of CDAQ (“Pubco”), Titan SPAC Merger Sub Corp., a newly formed Cayman Islands exempted company
and a direct wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), Titan Merger Sub Inc., a newly formed Delaware
corporation and a direct wholly-owned subsidiary of Pubco (“Company Merger Sub” and, together with the Purchaser Merger
Sub, the “Merger Subs”), and Key Mining Corp., a Delaware corporation (“KMC”), for a proposed business
combination between CDAQ and KMC (the “Business Combination”). KMC is a global critical minerals and infrastructure
company focused on acquiring, advancing and developing assets in the Americas with projects in Chile and the United States. Pursuant
to the Merger Agreement, (a) Purchaser Merger Sub will merge with and into CDAQ, with CDAQ continuing as the surviving entity and a wholly-owned
subsidiary of Pubco (the “Purchaser Merger”), and with the securityholders of CDAQ receiving substantially equivalent
securities of Pubco, and (b) Company Merger Sub will merge with and into KMC, with KMC continuing as the surviving entity and a wholly-owned
subsidiary of Pubco (the “Company Merger” and, together with the Purchaser Merger, the “Mergers”
and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), and with KMC
stockholders receiving shares of Pubco common stock and with Pubco assuming all outstanding KMC options and warrants. Immediately following
the Purchaser Merger, CDAQ will de-register from the Register of Companies in the Cayman Islands and domesticate as a Delaware corporation.
As a result, each of CDAQ and KMC will become wholly-owned subsidiaries of Pubco following the consummation of the Business Combination
and Pubco will become a publicly-traded holding company named “Key Mining Holdings Corp.” for the combined company.
Merger
Consideration
Pursuant
to the Merger Agreement, the total consideration to be paid by Pubco to the KMC securityholders (excluding holders of KMC options and
warrants) at the effective time of the Mergers will be an amount equal to $230.0 million (the “Merger Consideration”),
which will be paid entirely in shares of Pubco common stock, with each share valued at $10.00 per share. Each KMC stockholder will receive
a number of shares of Pubco common stock equal to the result of dividing the “Per Share Price” (as defined in the Merger
Agreement) by $10.00. No fractional shares of Pubco common stock will be issued, instead the number of shares issued to each recipient
will be rounded up to the nearest whole share. Outstanding KMC options and warrants will be assumed by Pubco and converted into
options and warrants to acquire shares of Pubco common stock with the same terms as the existing KMC options and warrants, except
that the exercise price and number of shares will be adjusted based on the conversion ratio of KMC common stock to Pubco common stock. The Pubco common stock issued as Merger Consideration and the KMC options and warrants assumed by Pubco are not subject to any contractual
post-Closing lock-up or transfer restrictions.
Representations
and Warranties
The
Merger Agreement contains customary representations and warranties of CDAQ, Pubco, the Merger Subs and KMC as of the date of the Merger
Agreement or other specified dates solely for the benefit of certain of the parties to the Merger Agreement, which in certain cases are
subject to specified exceptions and materiality, Material Adverse Effect (as defined below), knowledge and other qualifications contained
in the Merger Agreement or in information provided pursuant to certain disclosure schedules to the Merger Agreement. “Material
Adverse Effect” as used in the Merger Agreement means, in short, with respect to any specified person or entity, any fact,
event, occurrence, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material
adverse effect upon the business, assets, liabilities, operations, results of operations or condition (financial or otherwise) of such
person and its subsidiaries, taken as a whole, or the ability of such person or any of its subsidiaries on a timely basis to consummate
the Transactions, in each case subject to certain customary exceptions. Certain of the representations are also subject to specified
exceptions and qualifications contained in information provided pursuant to certain disclosure schedules to the Merger Agreement.
In
the Merger Agreement, CDAQ made certain customary representations and warranties to KMC as of the date of the Merger Agreement and as
of the closing of the Business Combination (the “Closing”), including, among others, with respect to (i) organization
and standing, (ii) authorization and binding agreement, (iii) governmental approvals, (iv) non-contravention, (v) capitalization, (vi)
the Securities and Exchange Commission (the “SEC”) filings and CDAQ financials, (vii) absence of certain changes,
(viii) compliance with laws, (ix) actions, orders and permits, (x) taxes and returns, (xi) employees and employee benefit plans, (xii)
properties, (xiii) material contracts, (xiv) transactions with affiliates, (xv) the Investment Company Act of 1940, as amended (the “Investment
Company Act”), (xvi) finders and brokers, (xvii) CDAQ activities, (xviii) certain business practices, (xix) insurance, (xx)
independent investigation, (xxi) information supplied and (xxii) CDAQ’s trust account (the “Trust Account”).
In
the Merger Agreement, Pubco and the Merger Subs made certain customary representations and warranties to KMC, including, among others,
with respect to (i) organization and standing, (ii) authorization and binding agreement, (iii) governmental approvals, (iv) non-contravention,
(v) capitalization, (vi) ownership of exchange shares, (vii) Pubco and Merger Subs activities, (viii) finders and brokers and (ix) the
Investment Company Act.
In
the Merger Agreement, KMC made certain customary representations and warranties to CDAQ, as of the date of the Merger Agreement and as
of the Closing, including, among others, with respect to (i) organization and standing, (ii) authorization and binding agreement, (iii)
capitalization, (iv) subsidiaries, (v) government approvals, (vi) non-contravention, (vii) financial statements, (viii) absence of certain
changes, (ix) compliance with laws, (x) company permits, (xi) litigation, (xii) material contracts, (xiii) intellectual property, (xiv)
taxes and returns, (xv) real property, (xvi) personal property, (xvii) title to and sufficiency of assets, (xviii) employment matters,
including the representation that KMC has no employees and operates through independent contractors, (xix) benefit plans, (xx) environmental
matters, (xxi) mining and desalination, including representations regarding the validity and good standing of certain Chilean mining
concessions, and the necessary maritime concessions and permits for certain desalination facilities, (xxii) transactions with related
persons, (xxiii) insurance, (xxiv) books and records, (xxv) certain business practices, (xxvi) the Investment Company Act, (xxvii) finders
and brokers, (xxviii) independent investigation and (xxix) information supplied.
Each
party’s representations, warranties and pre-Closing covenants contained in the Merger Agreement do not survive the Closing, and
no party has any post-Closing indemnification obligations. Only the covenants and agreements of the parties to be performed after the
Closing will survive the Closing, with such covenants and agreements surviving until fully performed. The Merger Agreement does not permit
recourse against anyone other than the parties to the Merger Agreement.
Covenants
In
addition to customary covenants regarding the conduct of their respective businesses, no trading, notification of certain matters, efforts,
access and information, confidential information and public announcements, D&O indemnification, CDAQ public filings, tax matters,
use of Trust Account proceeds and other customary covenants, the parties agreed to the following covenants:
| ● | KMC
will deliver to CDAQ, as promptly as practicable after the date of the Merger Agreement,
but in any event (i) within 30 days thereafter, interim financial statements for the nine-month
period ended September 30, 2025 reviewed by a Public Company Accounting Oversight Board (United
States) (“PCAOB”) qualified auditor in accordance with PCAOB standards
(the “Interim Reviewed Financials”), and (ii) within 90 days thereafter,
audited annual financial statements as of and for the fiscal year ended December 31, 2025
and the related audited consolidated income statement, changes in shareholder equity and
statement of cash flow for the year ended, and the related notes thereto, in each case prepared
in accordance with U.S. generally accepted accounting principles and in compliance with applicable
SEC requirements and audited by a PCAOB qualified auditor in accordance with PCAOB standards
(the “2025 PCAOB Audited Financials”). |
| ● | Each
party is subject to a customary “no-shop” covenant between the signing of the
Merger Agreement and the Closing, pursuant to which it may not solicit, engage in discussions
regarding or provide non-public information in connection with any competing transaction,
and is required to promptly notify the other parties of any unsolicited acquisition proposals
and terminate any related discussions. |
| | | |
| ● | The
parties will promptly prepare and file with the SEC a registration statement on Form S-4
(the “Registration Statement”) to register the Pubco securities to be
issued in replacement of CDAQ and KMC securities, and a CDAQ proxy statement that
will be contained therein for the purpose of soliciting proxies from CDAQ shareholders for
the matters to be acted upon at a shareholders meeting to be called for CDAQ shareholders
to vote on, among other matters, the Merger Agreement and the Transactions, and CDAQ will
call such shareholders meeting within 30 days after the Registration Statement has
become effective. The CDAQ board of directors (the “CDAQ Board”) will
be required to include in the Registration Statement its recommendation that CDAQ shareholders
approve the Merger Agreement and the Transactions and related matters, and be able to change
such recommendation only if required by its fiduciary duties, after providing KMC with at
least ten (10) days’ prior written notice and an opportunity to negotiate in good faith
and revise the terms of the Merger Agreement to avoid such change. |
| | | |
| ● | KMC
will call a stockholders meeting as soon as practicable after the Registration Statement
has become effective and use its reasonable best efforts to secure the required stockholder
approval, including enforcing the Voting Agreements (as described below). |
| | | |
| ● | The
Pubco board of directors (the “Pubco Board”) after the Closing will consist
of five (5) directors, to be composed as follows: (i) one (1) director designated by CDAQ,
and (ii) four (4) directors designated by KMC prior to the Closing, one of whom will have
served as the President and Chief Executive Officer of KMC prior to the Closing and will
also serve as the Chairman of the Pubco Board. A majority of the members of the Pubco Board
following the Closing will qualify as independent directors under the rules of the applicable
securities exchange on which Pubco’s common stock is listed. The Pubco Board will be
a classified board with three (3) classes of directors serving staggered three-year terms,
with the composition of each class determined prior to the Closing, subject to applicable
securities exchange requirements. |
| | | |
| ● | Pubco
will adopt an equity incentive plan at Closing reserving shares equal to 15% of its outstanding
common stock immediately after the Closing, and will file and maintain the effectiveness
of a registration statement on Form S-8 covering shares issuable under the plan as soon as
practicable when available. |
| | | |
| ● | KMC
will use its reasonable best efforts to cause certain specified individuals to enter into
new employment agreements, effective as of the Closing, with Pubco in form and substance
reasonably acceptable to KMC and CDAQ. |
| | | |
| ● | During
the period between the signing of the Merger Agreement and the Closing, KMC, CDAQ and Pubco
shall use their commercially reasonable efforts to enter into financing agreements (“Financing
Agreements”) for one or more financings (“Transaction Financing”)
for gross proceeds sufficient to meet the Minimum Cash Condition (as defined
below) on such terms and structuring, and using such strategy, placement agents and approach,
as CDAQ and KMC shall mutually agree, will reasonably cooperate in connection therewith (including
having KMC’s senior management participate in investor meetings as reasonably requested),
and will not amend, waive or otherwise modify any Financing Agreements or reduce any committed
investment amounts without mutual consent, except as permitted under the Financing Agreements. |
| | | |
| ● | CDAQ
will use commercially reasonable efforts to cause the insiders, including Compass Digital
SPAC LLC (the “Legacy Sponsor”) and other holders of CDAQ founder shares,
to execute joinders to be bound by the Insider Letter Amendment (as defined below). |
| | | |
| ● | Immediately
prior to the Closing, CDAQ will issue shares to Polar Multi-Strategy Master Fund (“Polar”),
pursuant to the certain subscription agreement, dated September 6, 2023, by and among CDAQ,
HCG Opportunity, LLC, a Delaware limited liability company (the “Sponsor”)
and Polar (the “Polar Subscription Agreement”), which shares will not
be eligible for redemption (the “Polar Shares”). At the Closing, CDAQ
and Pubco will pay the amounts owed to Polar under the Polar Subscription Agreement, and
the parties will use commercially reasonable efforts to register the Polar Shares pursuant
to the Registration Statement or, if not registered therein, through a post-Closing registration
statement. |
Conditions
to Closing
The
Merger Agreement is subject to customary closing conditions, including (i) receipt of CDAQ shareholder approval, (ii) receipt
of KMC stockholder approval, (iii) completion of any antitrust expiration periods, as applicable, (iv) receipt of any specified third
party and governmental authority consents, (v) no law or order preventing the Transactions, (vi) appointment of Pubco Board members at
Closing, (vii) that the Registration Statement will have been declared effective by the SEC, (viii) minimum cash condition of at least
$5.0 million at Closing, after giving effect to Trust Account redemptions, Transaction Financing proceeds and payment of CDAQ expenses
and liabilities and up to $1.0 million in KMC transaction expenses (the “Minimum Cash Condition”), (ix) the amended
Pubco organizational documents be in full force and effective, (x) the Pubco common stock having been approved for listing on
either The Nasdaq Stock Market LLC or NYSE American, as mutually determined by CDAQ and KMC, (xi), Pubco will have amended and
restated its organizational documents in substantially the form attached to the Merger Agreement, (xii) CDAQ’s fulfilment of its
obligations, including accuracy of representations and warranties, compliance with covenants, no Material Adverse Effect on CDAQ, and
effectiveness and/or delivery of certain specified ancillary documents and customary closing certificates and (xiii) KMC’s
fulfilment of its obligations, including accuracy of KMC’s representations and warranties, compliance with covenants, no Material
Adverse Effect on KMC, and effectiveness and/or delivery of certain specified ancillary documents and customary closing certificates.
Termination
In
addition to termination by mutual written consent of CDAQ and KMC, the Merger Agreement provides for termination, in each case by written
notice from the terminating party to the other party: (i) by either party if the conditions to the Closing have not been satisfied (except
as the result of an uncured breach by the terminating party or its affiliates) or waived and the Closing does not occur by June 30, 2026;
(ii) by either party if a governmental authority of competent jurisdiction has issued an order or taken any other action permanently
restraining, enjoining or otherwise prohibiting the Transactions, and such order or other action has become final and non-appealable
(except as the result of an uncured breach by the terminating party or its affiliates); (iii) by either party for the other party’s
(or its affiliates) uncured material breach of its representations, warranties, covenants or agreements set forth in the Merger Agreement
such that the related Closing condition would not be satisfied (except where the terminating party or its affiliate is then in uncured
material breach); (iv) by CDAQ if there has been an event after the signing of the Merger Agreement that has had a Material Adverse Effect
on KMC which is uncured and continuing; (v) by KMC if there has been an event after the signing of the Merger Agreement that has had
a Material Adverse Effect on CDAQ, which is uncured and continuing; (vi) by either party if CDAQ shareholders do not approve the Merger
Agreement and related proposals at CDAQ’s shareholders meeting; (vii) by either party if the required KMC stockholder approval
is not obtained; (viii) by KMC to CDAQ if the CDAQ Board makes a change in the recommendation and does not reverse such change before
termination; or (ix) by CDAQ if KMC fails to deliver the Interim Reviewed Financials within 30 days after the date of the Merger
Agreement or the 2025 PCAOB Audited Financials within 90 days after the date of the Merger Agreement.
There
is no termination fee and each party will bear its own expenses, except that filing and regulatory fees will be split 50/50 unless the
Merger Agreement is terminated for the other party’s material breach, in which case the non-terminating party will bear 100% of
such fees.
Trust
Account Waiver
KMC
agreed that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in CDAQ’s Trust
Account (including any distributions therefrom) held for CDAQ’s public shareholders. KMC further agreed not to assert, and waived
any right to assert, any claim against the Trust Account (including any distributions therefrom).
Governing
Law and Jurisdiction
The
Merger Agreement is governed by Delaware law, without giving effect to the conflict of laws principles. All actions arising out of or
relating to the Merger Agreement shall be heard and determined exclusively in the Chancery Court of the State of Delaware (or, if such
court lacks subject matter jurisdiction, in any appropriate Delaware State or federal court) (or in any appellate court thereof).
The
Merger Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and the foregoing description thereof is qualified in its
entirety by reference to the full text of the Merger Agreement and the terms of which are incorporated by reference herein. The filing
of the Merger Agreement herewith provides investors with information regarding its terms and is not intended to provide any other factual
information about the parties. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement
were made as of the execution date of the Merger Agreement only and are qualified by information in confidential disclosure schedules
provided by the parties to each other in connection with the signing of the Merger Agreement. These disclosure schedules contain information
that modifies, qualifies, and creates exceptions to the representations and warranties set forth in the Merger Agreement. Moreover, certain
representations, warranties and covenants in the Merger Agreement may have been used for the purpose of allocating risk between the parties
rather than establishing matters of fact. Accordingly, you should not rely on the representations, warranties and covenants in the Merger
Agreement as characterizations of the actual statements of fact about the parties.
Related
Agreements
Voting
Agreement
Simultaneously
with the execution of the Merger Agreement, certain KMC stockholders that are insiders, or affiliates of insiders, KMC and CDAQ
entered into voting agreements (each, a “Voting Agreement”), pursuant to which, among other things, each KMC stockholder
party thereto agreed (a) to support and vote in favor of the adoption of the Merger Agreement and the approval of the Transactions, subject
to certain customary conditions, and (b) not to transfer any of their equity interests in KMC (or enter into any arrangement with respect
thereto), subject to certain customary conditions. The Voting Agreements cover approximately 20.75% of KMC’s outstanding voting
securities as of the date of the Merger Agreement.
Sponsor
Letter Agreement
Simultaneously
with the execution of the Merger Agreement, CDAQ, KMC and the Sponsor entered into a letter agreement (the “Sponsor Letter Agreement”),
pursuant to which the Sponsor agreed to (i) vote all of its Class A ordinary shares, par value $0.0001 per share, of CDAQ (the “CDAQ
Class A Ordinary Shares”) and its Class B ordinary shares, par value $0.0001 per share, of CDAQ (the “CDAQ Class B
Ordinary Shares”) in favor of the Merger Agreement and the Transactions, (ii) waive certain of its anti-dilution protections
on its Class B Ordinary Shares, and (iii) convert at the Closing all amounts outstanding under the Promissory Note, dated November
21, 2024, issued by CDAQ to the Sponsor for an aggregate principal amount up to $2,500,000 (the “Sponsor Loan Note”)
into CDAQ Class A Ordinary Shares at $10.00 per share, and that upon the issuance and delivery of the CDAQ Class A Ordinary Shares to
the Sponsor, the Sponsor Loan Note shall be deemed satisfied in full.
Insider
Letter Amendment
Simultaneously
with the execution of the Merger Agreement, Pubco, CDAQ, the Sponsor and certain other CDAQ officers and directors entered into an amendment
(the “Insider Letter Amendment”) to the letter agreement that was initially entered into in connection with
CDAQ’s initial public offering (“IPO”) (as amended, the “Insider Letter”). Pursuant to the
Merger Agreement, CDAQ has agreed to use its commercially reasonable efforts to cause the Legacy Sponsor and certain other holders of
CDAQ Class B Ordinary Shares to enter into the Insider Letter Amendment by executing joinder agreements thereto. The Insider Letter Amendment
(i) adds Pubco as a party to the Insider Letter and (ii) amends the terms of the lock-up set forth in the Insider Letter to be consistent
with the lack of a contractual lock-up on the Pubco securities issued to KMC securityholders in the Company Merger, such that effective
upon Closing, the post-Closing lock-up provisions are deleted in their entirety and any post-Closing lock-up with respect to any Pubco
securities owned by any party thereto will be eliminated.
Seller
Registration Rights Agreement
Prior
to the Closing, Pubco and certain KMC stockholders who are reasonably expected to be an executive officer, director and/or affiliate
of Pubco immediately after the Closing will enter into a registration rights agreement (the “Seller Registration Rights Agreement”),
pursuant to which each KMC stockholder party thereto will be granted substantially the same priorities and registration rights as the
Sponsor and other holders or registrable securities under the Founder Registration Rights Agreement (as amended by the Founder Registration
Rights Agreement Amendment).
Founder
Registration Rights Agreement Amendment
Prior
to the Closing, Pubco, CDAQ, the Sponsor, the Legacy Sponsor and the other holders of registrable securities under the Registration
Rights Agreement which was entered into at CDAQ’s IPO (the “Founder Registration Rights Agreement”) will enter
into an amendment to the Founder Registration Rights Agreement (the “Founder Registration Rights Agreement Amendment”),
pursuant to which Pubco will assume the registration obligations of CDAQ under the Founder Registration Rights Agreement, have such rights
apply to the shares of Pubco common stock in lieu of CDAQ ordinary shares, and the Sponsor, the Legacy Sponsor and the other
holders of registrable securities parties thereto will have substantially the same priorities and registration rights as the KMC stockholders
under the Seller Registration Rights Agreement.
The
foregoing descriptions of agreements and the transactions and documents contemplated thereby are not complete and are subject to and
qualified in their entirety by reference to form of the Voting Agreement, the Sponsor Letter Agreement, the Insider Letter Amendment,
form of the Seller Registration Rights Agreement and form of the Founder Registration Rights Agreement Amendment, copies of which are
filed with this Current Report on Form 8-K as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, and the terms of which are incorporated
by reference herein.
Additional
Information and Where to Find It
In
connection with the Business Combination, Pubco, KMC and CDAQ intend to file with 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+† |
|
Agreement and Plan of Merger, dated as of January 6, 2026, by and among Compass Digital Acquisition Corp., Titan Holdings Corp., Titan SPAC Merger Sub Corp., Titan Merger Sub Inc. and Key Mining Corp. |
| 10.1† |
|
Form of Voting Agreement, dated as of January 6, 2026, by and among Compass Digital Acquisition Corp., Key Mining Corp. and the shareholder of Key Mining Corp. party thereto. |
| 10.2† |
|
Sponsor Letter Agreement, dated as of January 6, 2026, by and among HCG Opportunity, LLC, Compass Digital Acquisition Corp. and Key Mining Corp. |
| 10.3 |
|
Insider Letter Amendment, dated as of January 6, 2026, by and among Compass Digital Acquisition Corp., Titan Holdings Corp., HCG Opportunity, LLC and the other parties thereto. |
| 10.4† |
|
Form of Seller Registration Rights Agreement. |
| 10.5 |
|
Form of Founder Registration Rights Agreement Amendment |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| + |
Certain
schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. CDAQ will provide a copy
of such omitted materials to the SEC or its staff upon request. |
| |
|
| † |
Certain
personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. |
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:
January 12, 2026
