Business Context and Reporting Period
Company: Titan Acquisition Corp. (Ticker: TACH, TACHU, TACHW)
Filing Type: Form 8-K (Current Report)
Date of Report: June 1, 2026
Event: Entry into a Material Definitive Agreement (Business Combination Agreement) with OpenPayd Global Holdings Limited ("PubCo") and OpenPayd Holdings Limited ("Company").
Titan, a Cayman Islands exempted company and emerging growth company, has agreed to merge with and into PubCo. Upon closing, Titan will cease to exist, and PubCo will become the surviving entity. The Company will become a direct wholly-owned subsidiary of PubCo.
Key Financial Metrics and Transaction Terms
Transaction Consideration:
- Company Valuation: PubCo will issue shares to Company shareholders with an aggregate value of $800,000,000, less the Company Advisor Transaction Fee Amount.
- Shareholder Redemption: Titan public shareholders may elect to redeem their Class A ordinary shares for a pro rata portion of the trust account.
- Warrant Conversion: Titan public and private warrants will convert one-for-one into PubCo warrants with substantially the same terms.
Liquidity and Financing Conditions:
- Minimum Proceeds Amount: Closing is conditioned on Aggregate Transaction Proceeds of at least $130,000,000.
- Liquidity Event Plan: PubCo will adopt a plan allowing certain shareholders to sell up to 15% of their holdings at $7.50 per share (aggregate cap of $10,000,000) or be purchased by PubCo at $12.50 per share within six months of shares becoming freely tradeable.
- Equity Incentive Plan: A pool of awards equal to 10% of PubCo's fully diluted shares outstanding at closing will be established.
Financial Statements: This filing does not provide historical revenue, profit, cash flow, or debt metrics for Titan or the Company. It is a transaction announcement.
Material Changes and Deal Structure
Merger Mechanics: Titan will merge into PubCo. Existing Titan securities will be cancelled and exchanged for PubCo securities.
Sponsor Earnout and Vesting:
- 50% of the Sponsor's Class B shares (Purchaser Earnout Shares) are subject to vesting/forfeiture based on stock price performance over five years.
- Tranche 1 (50% of Earnout): Vests if stock price is $\ge$ $11.50 for 20 trading days within any 30-day period.
- Tranche 2 (50% of Earnout): Vests if stock price is $\ge$ $13.00 for 20 trading days within any 30-day period.
Key Shareholder Support: Key Company Shareholder Ozan Özerk has agreed to vote in favor of the transaction and will receive 1,035,000 PubCo shares and 1,216,508 private warrants (Transferred Shares/Warrants) not subject to the earnout vesting conditions.
Guidance, Risks, and Contingencies
Closing Conditions: The transaction is subject to customary conditions, including:
- Shareholder approval (affirmative vote of at least two-thirds of outstanding Titan ordinary shares).
- SEC effectiveness of the Form F-4 registration statement.
- Nasdaq listing approval for PubCo securities.
- Obtaining the Minimum Proceeds Amount ($130,000,000).
- No material adverse effect on the parties.
Termination Rights: The agreement may be terminated if conditions are not met by December 31, 2026, or upon failure to obtain shareholder approval, among other customary reasons.
Risks and Forward-Looking Statements: The filing includes standard disclaimers regarding forward-looking statements. Key risks include the failure to obtain regulatory or shareholder approval, inability to meet listing standards, disruption of operations, and failure to secure necessary financing (PIPE/Non-Redemption agreements).
Investor Verification Checklist
- Shareholder Vote: Verify the outcome of the Extraordinary Meeting and Special Warrantholder Meeting required for approval.
- Financing Status: Confirm if the $130,000,000 Minimum Proceeds Amount has been secured via PIPE investments or non-redemption agreements.
- Redemption Levels: Monitor the percentage of Titan shareholders electing to redeem shares, as this impacts the cash available for the transaction.
- Regulatory Filings: Review the upcoming Form F-4 registration statement/proxy for detailed financial projections and risk factors.
- Warrant Treatment: Confirm the final terms of the Warrant Amendment and whether public warrants will be redeemed or converted.