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. 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. 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.