# Compass Digital Acquisition Corp. (CDAWF) — merger/spac_merger [terminated]
Source: SEC API (secapi.ai) · situation sit_57b756c8bc3301805c64 · retrieved 2026-08-11T15:53:10.929Z

## Overview
Key Mining Corp. is an Americas-focused critical minerals and infrastructure company with a flagship rutile titanium project in Chile (Cerro Blanco), a near-ready-to-build water desalination plant, and a copper asset in Arizona.

On January 6, 2026, Compass Digital Acquisition Corp. (CDAQ), a Cayman Islands exempted company, entered into an agreement and plan of merger with Titan Holdings Corp. (a Delaware corporation and CDAQ subsidiary), Titan SPAC Merger Sub Corp., Titan Merger Sub Inc., and Key Mining Corp. (KMC), a Delaware corporation, for a proposed business combination. Key Mining shareholders will roll 100% of their equity into the combined company. The transaction implies a pro-forma enterprise value of approximately $303 million, with the combined company expected to be debt-free and hold approximately $15 million of net cash after transaction expenses. The transaction is funded by CDAQ cash in trust (approximately $20 million gross), potential transaction financing, and rollover equity from Key Mining shareholders. CDAQ expects to close the transaction in the first half of 2026, subject to customary approvals.

## Terms
- Counterparty: Key Mining Corp. · Deal value: $303.0M · Consideration: mixed · Stake: 100% · Price/share: $10

## Key dates
- Announced 2026-07-20 · Vote 2026-07-15 · Expiry 2026-07-20 · Expected close 2026-06-30 · Terminated 2026-07-20

## Timeline
- 2026-01-06 · 425 (0001493152-26-000510): 425 - Compass Digital Acquisition Corp. — *Key Mining Corp. is a global critical minerals and infrastructure company focused on acquiring, advancing and developing assets in the Americas; it owns the Cerro Blanco Titanium Project in Chile (the world's 10th largest rutile titanium dioxide deposit) and a near ready-to-build water desalination project, plus a greenfield copper project in Arizona.* Compass Digital Acquisition Corp. (CDAQ), a Cayman Islands SPAC, entered into a definitive merger agreement with Key Mining Corp. (KMC), a Delaware corporation and global critical minerals and infrastructure company with projects in Chile and the United States. Under the transaction structure, a newly formed Delaware holding company (Pubco) will acquire both CDAQ and KMC through reverse subsidiary mergers, with CDAQ and KMC each becoming wholly-owned subsidiaries of Pubco. KMC shareholders will receive Pubco common stock, and Pubco will assume all outstanding KMC options and warrants. The transaction values KMC at a pre-money enterprise value of $230 million, implying a pro forma combined enterprise value of $303 million assuming $20 million in gross proceeds from remaining CDAQ trust account cash and anticipated transaction financing, less approximately $5 million in transaction fees and expenses, delivering net cash proceeds to KMC of approximately $15 million. The business combination is expected to close in the first half of 2026, subject to customary closing conditions including shareholder approvals and listing of Pubco common stock on a national securities exchange.
  https://www.sec.gov/Archives/edgar/data/1851909/0001493152-26-000510.txt
- 2026-01-12 · 425 (0001493152-26-001855): 425 - Compass Digital Acquisition Corp. — *Key Mining Corp. is 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.* On January 6, 2026, Compass Digital Acquisition Corp. (CDAQ), a Cayman Islands exempted company, entered into a merger agreement with Key Mining Corp. (KMC), a Delaware corporation focused on critical minerals and infrastructure development in the Americas. Under the agreement, CDAQ will merge with a subsidiary into KMC, with KMC continuing as a wholly-owned subsidiary of a newly formed Delaware holding company (Pubco) to be renamed Key Mining Holdings Corp. KMC stockholders will receive $230.0 million in aggregate consideration, paid entirely in shares of Pubco common stock valued at $10.00 per share. Pubco will assume all outstanding KMC options and warrants, which will be converted into options and warrants to acquire Pubco common stock. Following the merger, CDAQ will domesticate from a Cayman Islands exempted company to a Delaware corporation.
  https://www.sec.gov/Archives/edgar/data/1851909/0001493152-26-001855.txt
- 2026-02-06 · 425 (0001493152-26-005429): 425 - Compass Digital Acquisition Corp. — *Key Mining Corp. is an exploration-stage mining company developing the Titanium Project in Chile and a water desalination plant.* On February 5, 2026, Compass Digital Acquisition Corp. (CDAQ), Titan Holdings Corp., Titan SPAC Merger Sub Corp., Titan Merger Sub Inc., and Key Mining Corp. (KMC) entered into Amendment No. 1 to their Merger Agreement, dated January 6, 2026. The amendment clarifies that the aggregate Merger Consideration to be paid to holders of all of KMC's securities (including holders of in-the-money options and warrants) equals $230 million. The Seller Merger Consideration (payable to holders of KMC common stock) will be paid in shares of Pubco Common Stock, each valued at $10.00 per share.
  https://www.sec.gov/Archives/edgar/data/1851909/0001493152-26-005429.txt
- 2026-02-09 · 425 (0001493152-26-005782): 425 - Compass Digital Acquisition Corp. — *Key Mining Corp. is an exploration stage global critical minerals and infrastructure company with assets in Chile and the United States, including the 10th largest rutile titanium dioxide deposit in the world and a water desalination project under development.* On January 6, 2026, Compass Digital Acquisition Corp. (CDAQ), a Cayman Islands exempted company, entered into an agreement and plan of merger with Titan Holdings Corp. (a newly formed Delaware corporation wholly owned by CDAQ, serving as the public company vehicle), and Key Mining Corp. (KMC), a Delaware corporation. The business combination is expected to be completed in the first half of 2026, subject to customary closing conditions including shareholder approvals, SEC effectiveness of the registration statement, and listing approval. The business combination is expected to provide up to $20 million in gross proceeds from a combination of remaining cash in CDAQ's trust account after redemptions and anticipated transaction financings.
  https://www.sec.gov/Archives/edgar/data/1851909/0001493152-26-005782.txt
- 2026-02-23 · 425 (0001493152-26-007754): 425 - Compass Digital Acquisition Corp. — *Key Mining Corp. is an Americas-focused critical minerals and infrastructure company with a flagship rutile titanium project in Chile (Cerro Blanco), a near-ready-to-build water desalination plant, and a copper asset in Arizona.* On January 6, 2026, Compass Digital Acquisition Corp. (CDAQ), a Cayman Islands exempted company, entered into an agreement and plan of merger with Titan Holdings Corp. (a Delaware corporation and CDAQ subsidiary), Titan SPAC Merger Sub Corp., Titan Merger Sub Inc., and Key Mining Corp. (KMC), a Delaware corporation, for a proposed business combination. Key Mining shareholders will roll 100% of their equity into the combined company. The transaction implies a pro-forma enterprise value of approximately $303 million, with the combined company expected to be debt-free and hold approximately $15 million of net cash after transaction expenses. The transaction is funded by CDAQ cash in trust (approximately $20 million gross), potential transaction financing, and rollover equity from Key Mining shareholders. CDAQ expects to close the transaction in the first half of 2026, subject to customary approvals.
  https://www.sec.gov/Archives/edgar/data/1851909/0001493152-26-007754.txt
- 2026-07-20 · 8-K (0001493152-26-033934): 8-K 8-K
  https://www.sec.gov/Archives/edgar/data/1851909/000149315226033934/form8-k.htm
- 2026-07-20 · 425 (0001493152-26-033936): 425 - Compass Digital Acquisition Corp. — *Compass Digital Acquisition Corp. is a Cayman Islands exempted company and blank-check SPAC that sought to effect an initial business combination.* Compass Digital Acquisition Corp., a Cayman Islands SPAC, terminated its merger agreement with Key Mining Corp. (KMC) on July 14, 2026, after KMC cited failure to satisfy closing conditions by the June 30, 2026 outside date. Following the termination, the Company's board determined to cease operations and liquidate, redeeming all Class A ordinary shares (Public Shares) at a per-share price equal to the aggregate Trust Account balance (including interest, up to $50,000 for dissolution expenses) divided by outstanding Public Shares. The Company must consummate the initial business combination by July 20, 2026, and shareholders rejected a proposal to extend this deadline, triggering the mandatory liquidation and dissolution.
  https://www.sec.gov/Archives/edgar/data/1851909/0001493152-26-033936.txt

## Citations
- 0001493152-26-000510 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000149315226000510
- 0001493152-26-001855 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000149315226001855
- 0001493152-26-005429 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000149315226005429
- 0001493152-26-005782 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000149315226005782
- 0001493152-26-007754 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000149315226007754
- 0001493152-26-033934 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000149315226033934
- 0001493152-26-033936 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000149315226033936