Compass Digital Acquisition Corp. filed a Form 15 to terminate the registration of its units, Class A ordinary shares (par value $0.0001 per share), and warrants under Section 12(g) of the Securities Exchange Act of 1934. This filing also suspends the company’s duty to file periodic reports under Sections 13 and 15(d) of the Exchange Act for these securities.
Compass Digital Acquisition Corp. reports that Key Mining Corp. has terminated their Merger Agreement for a proposed initial business combination after certain closing conditions were not satisfied or waived by the June 30, 2026 outside date, which also ended related voting and sponsor agreements.
At a July 15, 2026 extraordinary general meeting, shareholders approved an ordinary resolution to adjourn the meeting indefinitely, with 5,410,196 votes in favor and none against. A planned proposal to extend the deadline to complete a business combination to January 20, 2027 was not presented, so the deadline remains July 20, 2026.
In light of the terminated merger and approaching deadline, the board has decided not to seek further extensions and instead to cease operations other than winding up, redeem all Class A public shares for cash equal to the funds in the trust account (including permitted interest less taxes and up to $50,000 for dissolution expenses), then liquidate the trust and dissolve the company. Sponsors have waived redemption rights on their Class B and related Class A shares. Public shareholders will receive their pro rata cash distribution, while the company warrants will receive no redemption or liquidating distributions and will expire worthless.
Compass Digital Acquisition Corp. is asking shareholders to approve a Fifth Extension Amendment to push its SPAC deadline from July 20, 2026 out in up to six monthly steps to as late as January 20, 2027, to complete its proposed merger with Key Mining Corp. (the KMC Business Combination). Shareholders can redeem Class A shares in connection with this vote for cash from the trust account at about $11.82 per share, based on roughly $1.31 million held in trust as of June 26, 2026, compared with a market price of $11.00. If the extension is not approved and no deal closes by the current deadline, the SPAC will redeem all public shares and liquidate, leaving warrants worthless. Sponsors, officers and directors hold about 98% of voting power and plan to vote in favor, while public holders keep redemption rights now and at any eventual business combination vote.
Compass Digital Acquisition Corp. — amendment to Schedule 13G
This Schedule 13G/A amendment states that Clear Street LLC does not beneficially own any shares of Compass Digital Acquisition Corp. (CUSIP G2476C107) and that its beneficial ownership does not meet the 5% reporting threshold under Rule 13d-1. The amendment is filed to terminate Clear Street LLC's reporting obligation; it is signed by John DiBacco as Head of Markets Trading on 05/20/2026.
Compass Digital Acquisition Corp., a SPAC, reported a net loss of $2,629,949 for the quarter ended March 31, 2026, significantly higher than the $483,071 loss a year earlier. The wider loss mainly reflects a $1,905,957 non-cash loss from the change in fair value of derivative warrant liabilities and higher general and administrative expenses.
Cash held in the Trust Account was $1,302,409, while operating cash was only $16,575, contributing to a working capital deficit of $3,819,487. Management states that these liquidity constraints and the July 20, 2026 deadline to complete a Business Combination raise substantial doubt about the company’s ability to continue as a going concern.
The company has entered into a proposed Business Combination with Key Mining Corp. under the KMC Merger Agreement, with aggregate consideration of $230 million payable in Pubco common stock valued at $10.00 per share. Completion of this transaction, and use of existing Working Capital Loans and the Polar Capital Investment, are central to its plan to avoid liquidation.
Compass Digital Acquisition Corp. disclosure: Clear Street LLC reports beneficial ownership of 181,692 shares of Common Stock, representing 5.5% of the class. The filing lists sole voting and sole dispositive power over these shares. The signature is dated 05/13/2026.
Compass Digital Acquisition Corp. reported that shareholders approved an amendment to its memorandum and articles of association to extend the deadline to complete a Business Combination. The company may now extend this deadline on a monthly basis up to three times, from April 20, 2026 through July 20, 2026, or an earlier date set by the board.
Shareholders also ratified the selection of WithumSmith+Brown, PC as independent auditor for the year ending December 31, 2026. In connection with the extension vote, holders of 10 Class A public shares redeemed their stock for approximately $11.76 per share, about $118 in total, leaving 110,856 public shares outstanding.
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.