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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. 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. 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.