Welcome to our dedicated page for Compass Digital SEC filings (Ticker: CDAQF), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Compass Digital Acquisition Corp. (CDAQF) files detailed reports with the U.S. Securities and Exchange Commission that describe its activities as a special purpose acquisition company and its proposed business combinations. On this page, you can review Form 8-K current reports and other filings that explain material agreements, transaction structures and related risks.
Key recent filings include Form 8-K reports dated January 6, 2026, and January 12, 2026, describing an agreement and plan of merger among Compass Digital Acquisition Corp., a newly formed Delaware holding company called Titan Holdings Corp. (Pubco), merger subsidiaries and Key Mining Corp. These filings outline how Purchaser Merger Sub will merge with and into Compass Digital Acquisition Corp., and how Company Merger Sub will merge with and into Key Mining Corp., resulting in both companies becoming wholly owned subsidiaries of Pubco, which is expected to be named Key Mining Holdings Corp.
The filings provide detail on the merger consideration, which is to be paid entirely in shares of Pubco common stock, the assumption of Key Mining Corp. options and warrants by Pubco, and the absence of contractual post-closing lock-up restrictions on the merger consideration described. They also summarize representations, warranties and covenants, including provisions related to organization, capitalization, SEC filings, tax matters, mining and desalination assets, and environmental and permitting issues.
Earlier Form 8-K filings from November 2025 discuss the termination of a prior business combination agreement with EEW Renewables Ltd., including the receipt of a termination notice, Compass Digital Acquisition Corp.’s response disputing that notice, and its subsequent decision to terminate the agreement due to alleged material uncured breaches. These documents illustrate how the company reports changes in its transaction pipeline.
Through Stock Titan, users can access Compass Digital Acquisition Corp.’s SEC filings as they are made available on EDGAR and use AI-powered summaries to interpret complex sections of Form 8-K reports, registration statements on Form S-4 and related disclosures about the proposed Key Mining Holdings Corp. structure.
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.
Compass Digital Acquisition Corp. entered into a definitive merger agreement with Key Mining Corp. to complete a proposed business combination using a new holding company structure. A newly formed Delaware company, Titan Holdings Corp. (Pubco), will become the publicly traded parent, with Compass Digital Acquisition and Key Mining each becoming its wholly owned subsidiaries after two sequential mergers. Compass Digital Acquisition securityholders are expected to receive substantially equivalent securities of Pubco, while Key Mining shareholders will receive Pubco common stock and Pubco will assume all outstanding Key Mining options and warrants.
Key Mining is described as a global critical minerals and infrastructure company with projects in Chile and the United States, including mining and a water desalination project. Completion of the deal will require shareholder approval and a registration statement on Form S-4 with a combined proxy statement/prospectus. The disclosure highlights extensive forward-looking statements and risks, including the possibility the transaction is not completed, high redemption levels, financing and listing conditions, and project-specific risks tied to exploration-stage mining, desalination infrastructure, permitting, capital needs and operating in Chile.
Compass Digital Acquisition Corp. announced that it has entered into a merger agreement for a proposed business combination with Key Mining Corp., a Delaware-based global critical minerals and infrastructure company with projects in Chile and the United States. The transaction will be structured so that a newly formed holding company, Titan Holdings Corp. (Pubco), becomes the publicly traded parent of both Compass Digital Acquisition and Key Mining.
After the deal closes, Compass Digital Acquisition and Key Mining are expected to become wholly owned subsidiaries of Pubco, with Compass Digital securityholders receiving substantially equivalent Pubco securities and Key Mining shareholders receiving Pubco common stock. Pubco will also assume all outstanding Key Mining options and warrants. The combination remains subject to shareholder approval, regulatory filings including a planned Form S-4 registration statement with proxy statement/prospectus, and satisfaction of closing conditions outlined in the merger agreement.
Compass Digital Acquisition Corp. filed its Q3 2025 10‑Q, reporting a net loss of $2,051,400 for the quarter and $2,948,789 for the nine months. The balance sheet shows cash of $721 and $1,283,558 remaining in the Trust Account after 2025 redemptions removed approximately $26.7 million. Current liabilities rose to $9,050,038, including a non‑redemption liability of $6,025,173, working capital loans of $1,760,872, and warrant liabilities of $595,611. The company reported a working capital deficit of $2,891,890.
Management disclosed “substantial doubt” about the company’s ability to continue as a going concern, given limited liquidity and the need to complete a business combination by April 20, 2026. The company entered into a Business Combination Agreement with EEW Renewables; on November 3, 2025 EEW sent a notice purporting to terminate, which the company disputes. As of November 12, 2025, there were 3,310,866 Class A shares and 2,110,122 Class B shares issued and outstanding.
Compass Digital Acquisition Corp. reported that EEW Renewables Ltd sent a notice on November 3, 2025 purporting to terminate their previously signed Business Combination Agreement. This agreement covered the planned merger between the Compass Digital acquisition vehicle and EEW.
Compass Digital responded on November 6, 2025 disputing EEW’s right to terminate. The company states that the alleged breaches of its own representations, warranties and covenants either did not occur or are not serious enough to justify ending the agreement, and further claims that EEW itself has previously and continually breached key covenants.
Compass Digital believes the purported termination is invalid under the contract terms and is continuing to review both the notice and the agreement while reserving its rights to challenge EEW’s assertions and claims.