Business Context and Reporting Period
This Form 6-K filing by Black Titan Corporation covers the months of April and May 2026. The company, a foreign private issuer based in Malaysia, reports on material agreements, related party transactions, and amendments to existing debt instruments. The filing does not contain standard financial statements for the period.
Key Financial Metrics
The filing text does not provide clear values for revenue, profit, cash flow, margins, total debt, or liquidity positions for the reporting period. The only specific financial figure disclosed is a one-time settlement payment of US$800,000 made on April 15, 2026.
Material Changes and Transactions
- Settlement of Former CEO Claim: Black Titan resolved a dispute with former CEO Mr. Lazar regarding a special bonus claim from the October 2025 merger. The company paid US$800,000 to fully and finally settle the claim.
- Related Party Transaction: ARC Group International Limited, a significant shareholder, funded the US$800,000 settlement payment directly to Mr. Lazar. In exchange, Black Titan issued 800 Series B Preferred Shares to ARC on May 8, 2026.
- Convertible Note Amendments: On May 11, 2026, the company amended its Convertible Note PIPE transaction documents (originally executed in January 2026 for up to $200 million). The amendments removed all references to the "Adjusted Floor Price" and restated definitions for "Alternate Conversion Floor Amount," "Excluded Securities," "Floor Price," and "Interest Conversion Price."
Outlook, Risks, and Unusual Items
Series B Preferred Shares Terms: The 800 Series B Preferred Shares issued to ARC have no voting rights but carry significant protective provisions. As long as these shares are outstanding, Black Titan cannot alter their rights, amend charter documents adversely, increase the number of Series B shares, or consummate fundamental transactions without the affirmative consent of a majority of Series B holders. The shares are convertible into ordinary shares at 80% of the 5-day VWAP.
Registration Rights: Black Titan committed to registering the ordinary shares underlying the Series B Shares within 60 days of the sale closing.
Other Events: On May 12, 2026, the company issued a press release regarding updates to certain companies in the digital assets industry.
Investor Verification Checklist
- Verify the impact of the US$800,000 settlement on the company's cash reserves and whether the related party funding arrangement affects future capital structure.
- Review the specific terms of the Series B Preferred Shares to understand the constraints on future mergers, amendments, or capital raises.
- Assess the implications of removing the "Adjusted Floor Price" from the convertible note agreements on potential dilution and conversion mechanics.
- Confirm the status of the registration statement for the Series B Shares to ensure timely compliance with the 60-day requirement.