Compass Digital Acquisition corrects merger consideration to $230M in Amendment to Key Mining deal

Compass Digital Acquisition Corp.

Amendment No. 1 to Merger Agreement corrects scrivener's error, fixing aggregate Merger Consideration at $230M.
Consideration to be paid in Pubco common stock valued at $10.00 per share to holders of Company Common Stock.
Amendment executed February 5, 2026; original Merger Agreement dated January 6, 2026.
Holders of Company Options and Warrants will receive Assumed Options/Warrants as previously described.
All other terms of the Merger Agreement remain unchanged and in full force and effect.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Compass Digital Acquisition Corp. amended Amendment No. 1 to the Merger Agreement with Titan Holdings Corp., Titan SPAC Merger Sub Corp., Titan Merger Sub Inc., Key Mining Corp. valued at aggregate Merger Consideration equal to $230 million (effective 2026-02-05).

Action: amendment
Agreement: merger
Counterparty: Titan Holdings Corp., Titan SPAC Merger Sub Corp., Titan Merger Sub Inc., Key Mining Corp.
Value: aggregate Merger Consideration equal to $230 million
Effective: 2026-02-05

Exact text from the filing

On February 5, 2026, the parties to the Merger Agreement entered into Amendment No. 1 to the Merger Agreement (the “ Amendment ”), which corrects a scrivener’s error in the Merger Agreement to clarify that the aggregate Merger Consideration (as defined in the Merger Agreement) to be paid to holders of all of KMC’s securities (including holders of in-the-money options and warrants) will be equal to $230 million.

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Source: SEC EDGAR

accession 0001493152-26-005428

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