If You Invested in COMPASS DIGITAL ACQ A (CDAQF)

Compass Digital Acquisition Corp. (CDAQF) is a special purpose acquisition company (SPAC) that trades under the symbol CDAQF. According to its public disclosures, Compass Digital Acquisition Corp. was incorporated in the Cayman Islands and was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. As an emerging growth company, it highlights that investors should consider the risks associated with early-stage enterprises when evaluating its securities.

The company describes itself as a blank check company, meaning it did not have an operating business at formation. Instead, its objective has been to identify and complete a business combination with a target company. Over time, Compass Digital Acquisition Corp. has pursued potential transactions and reported these efforts through its filings with the U.S. Securities and Exchange Commission (SEC).

Business Combination with Key Mining Corp.

On January 6, 2026, Compass Digital Acquisition Corp. entered into an agreement and plan of merger with Titan Holdings Corp. (a newly formed Delaware corporation and a direct wholly owned subsidiary of Compass Digital Acquisition Corp., referred to as Pubco), Titan SPAC Merger Sub Corp., Titan Merger Sub Inc., and Key Mining Corp. (KMC), a Delaware corporation. This proposed business combination is described in a Form 8-K and a related press release.

Under the merger structure, Purchaser Merger Sub is expected to merge with and into Compass Digital Acquisition Corp., with Compass Digital Acquisition Corp. continuing as the surviving entity and becoming a wholly owned subsidiary of Pubco. Company Merger Sub is expected to merge with and into Key Mining Corp., with Key Mining Corp. continuing as the surviving entity and also becoming a wholly owned subsidiary of Pubco. Following these mergers, Pubco is expected to operate as a publicly traded holding company named Key Mining Holdings Corp. for the combined enterprise, with both Compass Digital Acquisition Corp. and Key Mining Corp. as its subsidiaries.

Key Mining Corp. is described in the same disclosures as a global critical minerals and infrastructure company focused on acquiring, advancing and developing assets in the Americas, with projects in Chile and the United States. It is characterized as an exploration stage company with critical mineral assets, including titanium and copper deposits, and a water desalination project intended to support mining operations and potential third-party water offtake. The merger agreement and related documents explain that the combined company will be organized under Pubco, with KMC shareholders receiving Pubco common stock and KMC options and warrants being assumed by Pubco.

SPAC Structure and Corporate Status

In connection with the proposed business combination, Compass Digital Acquisition Corp. has disclosed that immediately following the merger of Purchaser Merger Sub into Compass Digital Acquisition Corp., Compass Digital Acquisition Corp. will de-register from the Register of Companies in the Cayman Islands and domesticate as a Delaware corporation. After consummation of the transactions, each of Compass Digital Acquisition Corp. and Key Mining Corp. is expected to be a wholly owned subsidiary of Pubco. Pubco intends to list its common stock and warrants on a national securities exchange, subject to approval of its listing application.

The merger agreement sets out that the total consideration to be paid by Pubco to Key Mining Corp. securityholders (excluding holders of KMC options and warrants) will be paid entirely in shares of Pubco common stock, with a stated aggregate value and per-share pricing. Outstanding KMC options and warrants are to be converted into options and warrants to acquire Pubco common stock, with adjustments based on the conversion ratio specified in the agreement. The Form 8-K notes that the Pubco common stock issued as merger consideration and the KMC options and warrants assumed by Pubco are not subject to contractual post-closing lock-up or transfer restrictions under the terms described.

The filings further explain that the merger agreement contains customary representations, warranties and covenants among Compass Digital Acquisition Corp., Pubco, the merger subsidiaries and Key Mining Corp., including provisions regarding organization and standing, authorization and binding agreements, governmental approvals, non-contravention, capitalization, SEC filings, tax matters, material contracts, and other areas. These representations and warranties do not survive the closing, while covenants to be performed after closing survive until fully performed.

Prior Transaction Activity

Before entering into the merger agreement with Key Mining Corp., Compass Digital Acquisition Corp. had entered into a separate business combination agreement with EEW Renewables Ltd., a company formed under the laws of England and Wales. As disclosed in Form 8-K filings dated November 7, 2025, and November 17, 2025, Compass Digital Acquisition Corp. received a notice from EEW Renewables Ltd. purporting to terminate that earlier business combination agreement, and Compass Digital Acquisition Corp. disputed that termination before ultimately sending a letter terminating the agreement as a result of what it described as material uncured breaches by EEW Renewables Ltd. The termination of that agreement also resulted in the termination of related lock-up, sponsor and non-competition agreements, as described in the filings.

Regulatory Filings and Investor Information

Compass Digital Acquisition Corp. has indicated that, in connection with the proposed business combination with Key Mining Corp., Pubco, KMC and Compass Digital Acquisition Corp. intend to file a registration statement on Form S-4 with the SEC. This registration statement is expected to include a proxy statement of Compass Digital Acquisition Corp. and a prospectus covering the Pubco securities to be issued. The company has stated that shareholders of Compass Digital Acquisition Corp. will receive the proxy statement/prospectus for purposes of voting on the merger agreement and related matters.

The company’s SEC filings emphasize that the proposed business combination is subject to various closing conditions, including shareholder approvals and the listing of Pubco’s common stock on a national securities exchange. The filings also contain cautionary statements regarding forward-looking information and identify risk factors related to both Compass Digital Acquisition Corp. and Key Mining Corp., including the exploration-stage nature of KMC’s mining and desalination projects, the need for additional capital, potential infrastructure and permitting risks, and the competitive and regulatory environment.

Company Classification

Based on its own description in SEC filings and related disclosures, Compass Digital Acquisition Corp. is best understood as a blank check company or SPAC whose primary purpose has been to identify and complete a business combination. Its current focus, as reflected in the latest filings, is the proposed transaction with Key Mining Corp. and the formation of Key Mining Holdings Corp. as the public holding company for the combined business.