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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.
Compass Digital Acquisition Corp. amended its merger agreement for the proposed business combination with Key Mining Corp., clarifying that aggregate merger consideration payable to all KMC securityholders, including in-the-money options and warrants, will total $230 million.
The SPAC structure uses Titan Holdings Corp. as the post-combination parent. The parties plan to file an S-4 registration statement with a combined proxy statement/prospectus, which CDAQ will mail to shareholders seeking approval for the business combination and related matters.
Compass Digital Acquisition Corp. entered into a definitive merger agreement with Key Mining Corp. to complete a business combination using a new Delaware holding company, Titan Holdings Corp. (Pubco). Pubco will acquire both Compass Digital and Key Mining, and is expected to become a publicly traded holding company named Key Mining Holdings Corp., with each of Compass Digital and Key Mining as wholly owned subsidiaries.
The Merger Consideration for Key Mining stockholders is $230.0 million, paid entirely in Pubco common stock valued at $10.00 per share, with all Key Mining options and warrants assumed by Pubco on adjusted terms. Closing is subject to customary conditions, including Compass Digital and Key Mining shareholder approvals, an effective Form S‑4 registration statement, stock exchange listing for Pubco shares, and a Minimum Cash Condition of at least $5.0 million after redemptions, transaction financing and specified expenses.
The deal structure includes a no‑shop covenant, voting agreements covering approximately 20.75% of Key Mining’s voting securities, sponsor support and conversion of up to $2,500,000 of sponsor loans into Compass Digital Class A shares at $10.00 per share. Pubco will adopt an equity incentive plan reserving shares equal to 15% of its outstanding common stock immediately after closing, and post‑closing lock‑ups on existing Compass Digital insiders will be eliminated to match the absence of a contractual lock‑up for Key Mining securityholders.
Compass Digital Acquisition Corp. entered into a Merger Agreement to combine with Key Mining Corp., a critical minerals and infrastructure company with projects in Chile and the U.S. A new Delaware holding company, Titan Holdings Corp. (Pubco), will become the public parent, later renamed Key Mining Holdings Corp., with both CDAQ and KMC as wholly owned subsidiaries.
KMC stockholders will receive Pubco common stock valued at an aggregate $230.0 million, paid entirely in shares priced at $10.00 per share, while KMC options and warrants will be assumed by Pubco. Closing requires CDAQ and KMC shareholder approvals, an effective Form S‑4, stock exchange listing of Pubco, and a minimum cash condition of $5.0 million after redemptions, financings and expenses. Pubco will adopt an equity plan reserving shares equal to 15% of its post‑closing common stock.
The agreement includes no termination fee, a June 30, 2026 outside date, customary no‑shop provisions, voting and sponsor support agreements, and registration rights for key KMC and SPAC holders. Extensive risk factors highlight KMC’s exploration‑stage mining and desalination projects, need for significant capital, permitting and country risks in Chile, and uncertainties around securing long‑term offtake for its water project.