SPAC Merger to Unlock Major Titanium Deposit Amid Global Shortage

MIAMI, FL. & ZEPHYR COVE, NV., Feb. 06, 2026 – Key Mining Corp., an exploration-stage firm, has taken a decisive step toward the public markets, announcing the filing of a key registration document with U.S. regulators for its planned merger with Compass Digital Acquisition Corp. (OTC: CDAQF), a special purpose acquisition company. The Form S-4 registration statement, filed with the Securities and Exchange Commission (SEC) by the newly formed entity Titan Holdings Corp., lays the groundwork for a deal that aims to transform Key Mining from a private explorer into a publicly-traded player in the critical minerals sector.

The business combination, first announced in January, is expected to close in the first half of 2026, pending shareholder approvals and regulatory clearance. The merger is anticipated to provide up to $20 million in gross proceeds, which Key Mining plans to use to advance its ambitious development projects, most notably a massive titanium deposit in Chile.

“The filing of the Form S-4 marks a meaningful milestone as we progress toward becoming a public company,” said Cesar Lopez, Founder and CEO of Key Mining Corp., in a statement. “We believe the public markets provide an appropriate platform for the long-term growth of KMC.”

Tapping a Critical Minerals 'Gold Rush'

At the heart of the deal is Key Mining’s strategic position to capitalize on what it calls a “structural supply-demand gap” for critical minerals. The company’s flagship asset is the Cerro Blanco project in the Atacama Region of Chile, which it states is the 10th largest rutile titanium dioxide deposit in the world. Rutile, a natural form of titanium dioxide, is a vital material for a range of modern industries, including aerospace, defense, medical implants, and high-performance pigments. As global supply chains remain fragile and geopolitical tensions rise, securing stable sources of such materials has become a strategic priority for governments and corporations alike.

Key Mining aims to be a key beneficiary of this trend. The capital raised through the public listing is earmarked to accelerate the development of Cerro Blanco, moving it from an exploration-stage asset toward a producing mine. The company’s portfolio is not limited to titanium; it also includes a greenfield copper project in Arizona, providing a foothold in another mineral essential for global electrification and the green energy transition. This multi-jurisdiction strategy across the Americas is designed to build a diversified platform of assets critical to the modern economy.

“We remain excited about KMC’s portfolio of high-value critical mineral and infrastructure assets across the Americas,” stated Thomas D. Hennessy, CEO and Director of CDAQ, highlighting the strategic value of the assets CDAQ's shareholders are being asked to back.

The SPAC Gamble: High-Risk, High-Reward Financing

The vehicle for Key Mining’s public debut is a SPAC, a “blank check” company created solely to merge with a private entity. The merger with Compass Digital Acquisition Corp. values Key Mining at an aggregate consideration of $230 million. Upon closing, the combined entity will operate under the name Titan Holdings Corp. and is expected to trade on a national securities exchange.

This transaction exemplifies a broader trend of capital-intensive, pre-revenue companies using SPACs as an alternative to traditional initial public offerings (IPOs). For an exploration-stage company like Key Mining, which has a limited operating history and is not yet generating revenue, the SPAC route offers a potentially faster path to accessing public capital. However, it is not without significant risks for investors. The deal's success hinges on raising sufficient capital, which is a major uncertainty in the current SPAC market.

The stated “up to $20 million” in gross proceeds is a combination of cash remaining in CDAQ’s trust account after any shareholder redemptions, supplemented by anticipated transaction financings. High redemption rates, where SPAC shareholders opt to get their money back rather than participate in the merger, have plagued many recent deals and can severely deplete the available capital. The forward-looking statements in the press release explicitly note this risk, underscoring the challenge of funding a frontier mining project through this mechanism.

Water, Rock, and Risk in the Atacama Desert

Beyond financial hurdles, Key Mining faces significant operational challenges, chief among them the location of its primary asset. The Atacama Desert is one of the driest places on Earth, making water a scarce and precious resource essential for any mining operation. To address this, Key Mining has integrated an advanced-stage, near ready-to-build water desalination project into its Cerro Blanco development plan.

This dual-asset strategy is a core part of the company's value proposition. The desalination plant is designed not only to supply the necessary water for the titanium project but also to become a standalone commercial enterprise. The company reports “significant third-party offtake interest” from other industrial and agricultural users in the water-stressed region, potentially creating a valuable secondary revenue stream and positioning the project as a piece of critical regional infrastructure.

However, this integrated approach also introduces layers of complexity and risk. The project's success depends on securing and maintaining long-term water purchase agreements and navigating Chile’s stringent environmental regulations. While the project has received a key Environmental Impact Statement approval, the company still needs to secure final maritime concessions and other land rights. Furthermore, operating in a single primary jurisdiction exposes the company to Chile's specific political and regulatory climate, where mining policies can shift with changes in government.

The road to public trading for Key Mining is now entering its final and most critical phase. The effectiveness of the S-4 registration statement will be followed by a shareholder vote from both companies. Investors will be weighing the immense potential of a globally significant titanium deposit against the inherent risks of an exploration-stage venture funded by a SPAC in a challenging environment. The upcoming shareholder votes and the SEC’s final decision will determine whether Key Mining’s ambitious plan to supply the world with critical titanium will proceed to the public market stage.