| | |
Security
Type | |
Security
Class Title(1) | |
Fee
Calculation or Carry Forward Rule | | |
Amount Registered | | |
Proposed
Maximum Offering Price Per Unit | | |
Maximum
Aggregate Offering Price | | |
Fee
Rate (17) | | |
Amount
of Registration Fee | |
| Newly
Registered Securities | |
| | |
| |
| |
| | |
| | |
| | |
| | |
| | |
| |
| Fees
to Be Paid | |
Equity | |
Pubco
Common Stock | |
| Rules
457(c) and 457(f)(1) | (2)
(12) | |
| 110,866 | | |
$ | 11.00 | | |
$ | 1,219,526.00 | | |
| 0.00013810 | | |
$ | 168.42 | |
| | |
Equity | |
Pubco
Common Stock | |
| 457(f)(1)
and
457(f)(1)
| (2)
(3) (12) | |
| 6,834,272 | | |
$ | 11.00 | | |
$ | 75,176,992.00 | | |
| 0.00013810 | | |
$ | 10,381.94 | |
| | |
Equity | |
Pubco
Common Stock | |
| 457(f)(2) | (4)
(13) | |
| 18,623,329 | | |
$ | 0.00033 | | |
$ | 6,145.70 | | |
| 0.00013810 | | |
$ | 0.85 | |
| | |
Equity | |
Public
Warrants to purchase Pubco Common Stock | |
| Rules
457(g) | (5)
(14) | |
| 7,080,163 | | |
| - | | |
| - | | |
| 0.00013810 | | |
| - | |
| | |
Equity | |
Shares
of Pubco Common Stock underlying Public Warrants | |
| Rules
457(g) | (6)
(14) | |
| 7,080,163 | | |
$ | 11.50 | | |
$ | 81,421,874.50 | | |
| 0.00013810 | | |
$ | 11,244.36 | |
| | |
Equity | |
Private
Placement Warrants to purchase Pubco Common Stock | |
| Rules
457(g) | (7)
(14) | |
| 4,832,065 | | |
| - | | |
| - | | |
| 0.00013810 | | |
| - | |
| | |
Equity | |
Shares
of Pubco Common Stock underlying Private Placement Warrants | |
| Rules
457(g) | (8)
(14) | |
| 4,832,065 | | |
$ | 11.50 | | |
$ | 55,568,747.50 | | |
| 0.00013810 | | |
$ | 7,674.04 | |
| | |
Equity | |
KMC
Warrants to purchase Pubco Common Stock | |
| Rules
457(g) | (9)
(15) | |
| 4,358,088 | | |
| - | | |
| - | | |
| 0.00013810 | | |
| - | |
| | |
Equity | |
Shares
of Pubco Common Stock underlying KMC Warrants | |
| Rules
457(g) | (10)
(15) | |
| 4,358,088 | | |
$ | 1.91 | | |
$ | 8,323,948.08 | | |
| 0.00013810 | | |
$ | 1,149.54 | |
| | |
Equity | |
Shares
of Pubco Common Stock underlying Stock Options | |
| Rules
457(h) | (11)
(16) | |
| 1,164,525 | | |
$ | 2.90 | | |
$ | 3,377,122.50 | | |
| 0.00013810 | | |
$ | 466.38 | |
| | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Fees
Previously Paid | |
| |
- | |
| | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Carry
Forward Securities | |
| | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Carry
Forward Securities | |
| |
| |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
Total Offering Amounts | | |
| | | |
$ | 225,094,356.28 | | |
| | | |
$ | 31,085.53 | |
| | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
Total Fees Previously Paid | | |
| - | | |
| | | |
| | | |
| - | |
| | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
Total Fee Offsets | | |
| - | | |
| | | |
| | | |
| - | |
| | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
Net Fee Due | | |
| | | |
| | | |
| | | |
$ | 31,085.53 | |
| (2) |
Represents
the maximum number of shares of common stock, $0.0001 par value per share (“Pubco Common Stock”), of the registrant,
Titan Holdings Corp., a Delaware corporation (“Pubco”), issuable to former public shareholders of Compass Digital Acquisition
Corp., a Cayman Islands exempted company (“CDAQ”), pursuant to the agreement and plan of merger, dated as of January
6, 2026, by and among CDAQ, Pubco, Titan SPAC Merger Sub Corp., a Cayman Islands exempted company and a direct wholly owned subsidiary
of Pubco, Titan Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Pubco, and Key Mining Corp., a Delaware
corporation (“KMC”) (as amended, restated or otherwise modified from time to time, the “Merger Agreement,”
and all of the transactions contemplated thereunder, the “Business Combination). The 110,866 shares of Pubco Common Stock to
be issued to public shareholders of CDAQ assumes no redemptions of CDAQ public shares at the closing of the Business Combination
(the “Closing”). |
| |
|
| (3) |
Represents
the sum of (i) 2,217,086 shares of Pubco Common Stock issuable to Compass Digital SPAC LLC, a Delaware limited liability company;
(ii) 3,267,186 shares of Pubco Common Stock issuable to HCG Opportunity, LLC, a Delaware limited liability company and the sponsor
of CDAQ (the “Sponsor”), which includes (a) 1,560,736 shares in exchange of 1,560,736 founder shares of CDAQ currently
held by the Sponsor, (b) 174,150 shares underly the $1,741,500 outstanding balance of the promissory note, dated as of November 21,
2024, in the aggregate principal amount of up to $2,500,000 issued by CDAQ to the Sponsor and (c) 1,532,300 shares to be transferred
by the Sponsor to certain investors pursuant to various non-redeeming non-redemption agreements at the Closing; and (iii) 1,350,000
shares of Pubco Common Stock issuable to Polar Multi-Strategy Master Fund (“Polar”), pursuant to that certain subscription
agreement, dated September 6, 2023, by and between Polar and the Sponsor and that certain sponsor letter agreement, dated January
6, 2026, by and among CDAQ, KMC and the Sponsor. |
| |
|
| (4) |
Represents
the maximum number of shares of Pubco Common Stock issuable to stockholders of common stock
of KMC, par value $0.001 per share (the “KMC Stock”), in connection with the
Business Combination.
|
| |
|
| (5) |
Represents
7,080,163 public warrants of CDAQ issued and outstanding, each of which will be assumed by Pubco in connection with the Business
Combination and converted into a warrant to acquire one share of Pubco Common Stock (“Public Warrants”). |
| |
|
| (6) |
Represents
the maximum number of shares of Pubco Common Stock issuable upon exercise of Public Warrants pursuant to their terms. Each whole
warrant will entitle the warrant holder to purchase one share of Pubco Common Stock at a price of $11.50 per share. |
| |
|
| (7) |
Represents
4,832,065 private placement warrants of CDAQ issued and outstanding, each of which will be assumed by Pubco in connection with the
Business Combination and converted into a warrant to acquire one share of Pubco Common Stock (the “Private Warrants”). |
| |
|
| (8) |
Represents
the maximum number of shares of Pubco Common Stock issuable upon exercise of the Private Warrants pursuant to their terms. Each whole
warrant will entitle the warrant holder to purchase one share of Pubco Common Stock at a price of $11.50 per share. |
| |
|
| (9)
|
Represents
3,513,751 warrants of KMC issued and outstanding, each of which will be assumed by Pubco in connection with the Business Combination
and converted into a warrant to acquire one share of Pubco Common Stock (“Investor Warrants”). |
| |
|
| (10)
|
Represents
the maximum number of shares of Pubco Common Stock issuable upon exercise of the KMC
Warrants. Each whole warrant will entitle the warrant holder to purchase
one share of Pubco Common Stock at a weighted average price of $1.91 per share.
|
| |
|
| (11) |
Represents
the maximum number of shares of Pubco Common Stock issuable upon exercise of outstanding
stock options pursuant to their terms.
|
| |
|
| (12) |
Pursuant
to Rules 457(c) and 457(f)(1) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed
maximum offering price per share is $11.00, which the last reported sale prices of Class A ordinary shares of CDAQ on the OCTID Basic
Market on February 3, 2026 (such date being within five business days of the date that this registration statement was first filed
with the Securities and Exchange Commission). |
| |
|
| (13) |
Estimated
solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2)
of the Securities Act. KMC is a private company, no market exists for its securities, and
KMC has an accumulated deficit. Therefore, the proposed maximum aggregate offering price
of KMC shares is one-third of the aggregate par value of the shares of KMC Stock expected
to be exchanged in the Business Combination.
|
| |
|
| (14) |
Pursuant
to Rule 457(g) of the Securities Act and solely for the purpose of calculating the registration
fee, the proposed maximum aggregate offering price of the Pubco Common Stock underlying the
Public Warrants and Private Warrants is calculated on the basis of the exercise price of
$11.50 per share. Consistent with the response to Question 240.06 of the Securities Act Rules
Compliance and Disclosure Interpretations, the registration fee with respect to the warrants
has been allocated to the underlying shares of Pubco Common Stock and those shares of Pubco
Common Stock are included in the registration fee.
|
| |
|
| (15) |
Pursuant
to Rule 457(g) of the Securities Act and solely for the purpose of calculating the registration
fee, the proposed maximum aggregate offering price of the Pubco Common Stock underlying the
KMC Warrants is calculated on the basis of the weighted average exercise price of $1.91 per share. Consistent
with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure
Interpretations, the registration fee with respect to the warrants has been allocated to
the underlying shares of Pubco Common Stock and those shares of Pubco Common Stock are included
in the registration fee.
|
| |
|
| (16) |
Pursuant
to Rule 457(h) of the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate
offering price of the Pubco Common Stock underlying the stock options is calculated on the basis of the weighted average exercise
price of exercise price of $2.90 per share.
|
| |
|
| (17) |
Calculated
pursuant to Rule 457 under the Securities Act by multiplying the proposed maximum aggregate offering price of securities to be registered
by 0.00013810. |