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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.