---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-26-005428"
form_type: "8-K"
ticker: "CDAQF"
cik: "0001851909"
company_name: "Compass Digital Acquisition Corp."
filed_at: "2026-02-06T23:59:59+00:00"
generated_at: "2026-05-16T04:08:38.074073+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.3
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001493152-26-005428
- form_type: 8-K
- ticker: CDAQF
- cik: 0001851909
- company_name: Compass Digital Acquisition Corp.
- filed_at: 2026-02-06T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.3
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1851909/000149315226005428/0001493152-26-005428-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1851909/000149315226005428/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-26-005428
- JSON: https://secwatch.observer/filing/0001493152-26-005428.json
- Plain text: https://secwatch.observer/filing/0001493152-26-005428.txt

## Key facts
- Material Agreements
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1851909/000149315226005428/0001493152-26-005428-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.