UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of September 2026
Commission
File No. 001-42880
BLACK
TITAN CORPORATION
(Registrant’s
Name)
Level
8, Unit 8-02 The Bousteador, 10, Jalan PJU 7/6
Mutiara
Damansara, 47800 Petaling Jaya
Selangor
Darul Ehsan, Malaysia
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Receipt
of Nasdaq Minimum Bid Price Notification
On
September 2, 2026, Black Titan Corporation (the “Company”) received a letter (the “Notice”) from
the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying
the Company that, based on the closing bid price of the Company’s ordinary shares for the last 30 consecutive business days prior
to the date of the Notice, the Company no longer meets the minimum bid price of $1.00 per share required for continued listing on The
Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). The Notice has no immediate effect on the listing or trading of the Company’s
ordinary shares on The Nasdaq Capital Market.
In
accordance with Nasdaq Listing Rule 5810(c)(3), the Staff has provided the Company with 180 calendar days, or until March 1, 2027, to
regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s ordinary
shares must be at least $1.00 per share for a minimum of 10 consecutive business days during the compliance period. If the Company regains
compliance with the Nasdaq rule, the Staff will provide written confirmation to the Company and close the matter.
In
the event the Company does not regain compliance by March 1, 2027, the Company may be eligible for an additional 180 calendar day compliance
period, subject to its meeting certain conditions.
A
copy of the press release issued by the Company on September 4, 2026, announcing receipt of the Notice, is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Exhibits
| 99.1 |
Press Release dated September 4, 2026 |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
Black
Titan Corporation |
| |
|
|
| |
By:
|
/s/
Shang Ju Lin |
| |
Name:
|
Shang
Ju Lin |
| |
Title:
|
Chief
Executive Officer |
Dated:
September 4, 2026
Exhibit
99.1
Black
Titan Corporation Announces Receipt of Nasdaq Non-Compliance Notice
NEW
YORK CITY, NY – September 4, 2026 –Black Titan Corporation (Nasdaq: BTTC) (“Black Titan” or the “Company”)
today announced that on September 2, 2026, it received a written notification (the “Nasdaq Notice”) from the Listing Qualifications
Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s
ordinary shares for the 30 consecutive business days from July 22, 2026 through September 1, 2026, the Company no longer meets the minimum
bid price requirement of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2).
The
Nasdaq Notice has no immediate effect on the listing or trading of the Company’s ordinary shares on The Nasdaq Capital Market,
and the Company’s ordinary shares will continue to trade under the symbol “BTTC,” subject to the Company’s compliance
with the other continued listing requirements of Nasdaq.
In
accordance with Nasdaq Listing Rule 5810(c)(3), the Company has been provided a compliance period of 180 calendar days, or until March
1, 2027, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s
ordinary shares must be at least $1.00 per share for a minimum of 10 consecutive business days during the 180-day compliance period.
In the event the Company does not regain compliance by March 1, 2027, the Company may be eligible for an additional 180 calendar day
compliance period, subject to its satisfaction of certain conditions.
The
Company is working diligently to evaluate its available options to regain compliance with the minimum bid price requirement within the
allotted compliance period. There can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement
during the initial compliance period, secure a second compliance period, or maintain compliance with the other continued listing requirements
of Nasdaq.
About
Black Titan Corporation
Black
Titan Corporation (NASDAQ: BTTC), through its subsidiary TalenTec Sdn Bhd, is a provider of human capital management (“HCM”)
and enterprise resource planning (“ËRP”) solutions across Southeast Asia, distributing and supporting enterprise HCM
and ERP and financial software platforms alongside related consulting, implementation, training, and continuing support services. The
Company serves clients across financial institutions, manufacturing, utilities, higher education, and other sectors, and is expanding
its regional presence to support growing demand for HCM and ERP solutions.
Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements include, without limitation, statements regarding the Company’s ability to regain compliance with
Nasdaq’s minimum bid price requirement, the Company’s eligibility for any additional compliance period, the Company’s
evaluation and implementation of available options to regain compliance, including a potential reverse stock split, and the Company’s
ability to maintain compliance with Nasdaq’s other continued listing requirements.
Forward-looking
statements are based on current expectations, estimates, assumptions and projections and are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties
include, among others, the possibility that the Company may not regain or maintain compliance with Nasdaq’s continued listing requirements
within the applicable compliance period; that Nasdaq may not grant the Company an additional compliance period or may determine to delist
the Company’s ordinary shares; that the Company may be unable to obtain any approvals required for, or successfully implement,
a reverse stock split; that a reverse stock split, if implemented, may not result in a sustained increase in the market price of the
Company’s ordinary shares; and the potential adverse effects of a delisting or reverse stock split on the liquidity, trading price
and marketability of the Company’s ordinary shares. Additional risks include market volatility, regulatory developments, dilution
from future financings and other risks described in the Company’s filings with the U.S. Securities and Exchange Commission.
Readers
are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.
The Company undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances occurring after
the date of this press release, except as required by applicable law.
Media
& Investor Contact
Brynner
Chiam
Co-Chief Executive Officer
contact-us@blacktitancorp.com