OpenPayd Global Holdings Ltd (OP) is registering 113,500,000 ordinary shares and 13,800,000 warrants in connection with a cross‑border business combination. A Cayman merger will combine Titan Acquisition Corp, a SPAC, with OpenPayd Global Holdings Ltd as the surviving public company, while acquiring all shares of OpenPayd Holdings Limited.
Titan shareholders’ ordinary shares and warrants will convert one-for-one into PubCo securities, unless Class A shareholders elect cash redemption from Titan’s trust. OpenPayd expects its ordinary shares and warrants to list on Nasdaq as “OP” and “OPW”. The merger consideration is $800,000,000 in PubCo shares, and a PIPE Financing may be used to satisfy minimum cash conditions.
Post‑closing, assuming no additional redemptions, Ozan Özerk, the key company shareholder, is expected to beneficially own 58% of PubCo’s outstanding ordinary shares and voting power, making OP a “controlled company” under Nasdaq rules. The filing details potential dilution under various redemption and PIPE scenarios, sponsor earnout and lock‑up terms, and warrant amendment proposals requiring separate warrantholder approval.
OpenPayd Global Holdings Limited files a combined proxy/prospectus and Form F-4 registering 113,500,000 PubCo ordinary shares and 13,800,000 warrants in connection with a proposed business combination with Titan Acquisition Corp. The transactions are conditioned on Titan shareholder and warrantholder approvals and certain closing conditions, including PIPE financing and Nasdaq listing approvals, and will occur subject to the consummation of the Proposed Transactions.
The proxy/prospectus discloses ownership tables under multiple redemption scenarios, a Merger Consideration of $800,000,000, estimated Trust Account value of €243,255 thousand as of December 31, 2025, and pro forma share counts and dilution metrics for PubCo at closing.