Compass Digital Acquisition Corp. enters merger with Key Mining Corp. in $230M stock deal

Compass Digital Acquisition Corp.

Merger consideration of $230M payable in Pubco common stock valued at $10.00 per share.
KMC stockholders receive Pubco shares; no post-closing lock-up on Pubco securities issued to KMC holders.
Closing requires minimum cash of $5.0M after redemptions, SEC effectiveness of S-4, and shareholder approvals.
No termination fee; parties bear own expenses except 50/50 split of filing fees unless material breach.
Sponsor agrees to convert $2.5M promissory note into CDAQ Class A shares at $10.00 per share at closing.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Compass Digital Acquisition Corp. entered into Merger Agreement with Key Mining Corp. valued at $230.0 million (effective 2026-01-06).

Action: entry
Agreement: merger
Counterparty: Key Mining Corp.
Value: $230.0 million
Effective: 2026-01-06

Exact text from the filing

On January 6, 2026, Compass Digital Acquisition Corp., a Cayman Islands exempted company (" CDAQ "), entered into an agreement and plan of merger (the " Merger Agreement ") with Titan Holdings Corp., a newly formed Delaware corporation and a direct wholly-owned subsidiary of CDAQ (" Pubco "), Titan SPAC Merger Sub Corp., a newly formed Cayman Islands exempted company and a direct wholly-owned subsidiary of Pubco (" Purchaser Merger Sub "), Titan Merger Sub Inc., a newly formed Delaware corporation and a direct wholly-owned subsidiary of Pubco (" Company Merger Sub " and, together with the Purchaser Merger Sub, the " Merger Subs "), and Key Mining Corp., a Delaware corporation (" KMC ")

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Compass Digital Acquisition Corp. filing history →

Source: SEC EDGAR

accession 0001493152-26-001853

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