Filed
by OpenPayd Global Holdings Limited
Pursuant
to Rule 425
under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: Titan Acquisition Corp
Commission File No.: 001-42590
Dear
All,
We
set out to build the financial infrastructure the world deserved. Years of building, believing, and pushing forward. Today, the world
takes notice.
Overview
of the Transaction
OpenPayd
has entered into a definitive agreement to combine with Titan Acquisition Corp, a publicly listed special purpose acquisition company.
Once completed, this Transaction is expected to result in OpenPayd becoming a publicly traded company on the Nasdaq stock exchange in
the United States, valued at over $1 billion.
This
is not just a financial milestone. It is a public endorsement of everything we have built together — a reminder that we are not
done, and a signal to the world that we are only getting started.
Reaching
unicorn status places us among a very small group of companies genuinely reshaping the future of finance. But for me, the number matters
less than what it unlocks: the capital, the platform, the recognition, and the global reach to continue building the inclusive universal
financial infrastructure that powers money movements around the world. That mission has never changed. It never will.
I
have spent years building this company alongside you — through the hard days, the breakthroughs, and everything in between. I am
immensely proud of what we have achieved together, and I mean that in the most personal way possible. This moment belongs to all of us.
The
Transaction is expected to close towards the end of 2026, subject to securing capital and the necessary regulatory and shareholder approvals.
There is still a road ahead, and I am committed to keeping you informed at every step.
What
This Means for You
Your
day-to-day work, your employment arrangements, and the way we serve our clients and partners — none of that changes. This is business
as usual, with bigger ambitions behind it. My leadership team and I are deeply committed to supporting every one of you through this
process and long beyond it.
Confidentiality
The
information in this notice is strictly confidential and must not be shared with any third party without the prior written consent of
the Company. Please review the FAQ carefully and familiarise yourselves with the restrictions on disclosing material nonpublic information.
We will share further details on insider trading compliance shortly.
Next
Steps
We
have prepared an initial FAQ to address your immediate questions — you can find it here: [LINK to intranet page]
We
will also hold an All Hands this morning, 01 June, where I look forward to speaking with you directly about what this means for all of
us.
We will of course provide further
appropriate updates as the Transaction moves forward and you are welcome to address any questions you may have to Iana Dimitrova, your
line manager or Aysun Ahi.
Lastly, I want to say I am immensely proud of the team we built together and would like to personally thank you all for the effort in
earning OpenPayd this unicorn recognition.
Now
let’s go build what comes next.
Warm
regards,
Ozan
FORWARD-LOOKING
STATEMENTS
This
communication includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the
United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such
as “estimate,” plan,” project,” “forecast,” “intend,” “will,” “expect,”
“anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or
indicate future events or trends that are not statements of historical matters, but the absence of these words does not mean that a statement
is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding expectations of OpenPayd
or Titan concerning the outlook for their business, productivity, plans and goals for future operational improvements and capital investments,
operational performance, future market conditions or economic performance and developments in the capital and credit markets, as well
as any information concerning possible, assumed, estimated or expected future operations and future financial performance of OpenPayd.
Forward-looking statements also include statements regarding the expected benefits of the proposed transaction. These statements are
based on various assumptions, whether or not identified in this communication, and on the current expectations of management of Titan,
OpenPayd and Titan Acquisition Sponsor Holdco LLC (the “Sponsor”) and are not predictions of actual performance.
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied
on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances
are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control
of Titan, OpenPayd and the Sponsor. You should carefully consider the risks and uncertainties set forth in the sections entitled “Risk
Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Titan’s final prospectus relating to its
initial public offering dated April 8, 2025, its subsequent filings with the SEC and in the definitive proxy statement to be delivered
to Titan’s shareholders and related registration statement on Form F-4, including those set forth under “Risk Factors”
therein, and other documents filed or to be filed with the SEC by Titan. These filings would identify and address other important risks
and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, changes in domestic
and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully or timely consummate
the proposed transaction, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated
conditions that could materially and adversely affect the combined company or the expected benefits of the proposed transaction or that
the approval of shareholders is not obtained; failure to realize the anticipated benefits of the proposed transaction; risks relating
to the uncertainty of the projected financial information with respect to OpenPayd; any downturn or volatility in economic conditions,
including inflation; risks related to the rollout of OpenPayd’s business and the timing of expected business milestones, and to
relationships with customers; the effects of competition on OpenPayd’s future business; risks related to OpenPayd’s ability
to protect its intellectual property and avoid infringement by others, or claims of infringement against it; disruption of OpenPayd’s
relationships with its customers, business partners and others resulting from the announcement of the proposed transaction; the amount
of redemption requests made by Titan’s public shareholders; the ability of Titan or the combined company to issue equity or equity-linked
securities in connection with the proposed transaction or in the future. If any of these risks materialize or OpenPayd’s assumptions
prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional
risks that neither Titan nor OpenPayd presently know or that they currently believe are immaterial that could also cause actual results
to differ, potentially materially, from those contained in or implied by the forward-looking statements. In addition, forward-looking
statements reflect Titan’s and OpenPayd’s expectations, plans or forecasts of future events and views as of the date of this
communication. There may be additional risks that Titan and OpenPayd do not presently know or that they currently believe are immaterial
that could also cause actual results to differ from those contained in the forward-looking statements. While Titan or OpenPayd may elect
to update these forward-looking statements at some point in the future, Titan and OpenPayd specifically disclaim any obligation to do
so. These forward-looking statements should not be relied upon as representing Titan’s or OpenPayd’s assessments as of any
date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Additional
Information and Where to Find It
This
communication relates to the proposed transaction. This communication does not constitute an offer to sell or exchange, or the solicitation
of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale
or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection
with the proposed transaction, a registration statement on Form F-4 will be filed with the SEC, which will include a proxy statement
and a prospectus of Titan, and each party will file other documents with the SEC regarding the proposed transaction. A definitive proxy
statement/prospectus will also be sent to Titan’s shareholders, seeking any required shareholder approval. Before making any voting
or investment decision, investors and security holders of Titan and potential investors in the post-business combination combined company
are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, and any other
relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important
information about the proposed transaction. Investors and security holders will be able to obtain free copies of the proxy statement/prospectus,
and all other relevant documents filed or that will be filed with the SEC by OpenPayd and/or Titan through the website maintained by
the SEC at www.sec.gov. In addition, the documents filed by Titan may be obtained free of charge from Titan’s website at https://www.titan-spac.com/investor-information
or by written request to Titan at Titan Acquisition Corp., c/o Winston & Strawn LLP, 800 Capitol St. STE 2400, Houston, Texas 77002.
Participants
in the Solicitation
Titan,
OpenPayd and their respective directors, managers and officers may be deemed participants in the solicitation of proxies of shareholders
in connection with the proposed transaction. Titan shareholders and other interested persons may obtain more detailed information regarding
the directors, managers and officers of Titan in Titan’s filings with the SEC, which may be obtained, without charge, on the website
maintained by the SEC at www.sec.gov. Additional information will be available in the definitive proxy statement included in the registration
statement when it becomes available.
No
Offer or Solicitation
This
communication relates to the proposed transaction and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe
for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor
shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended,
or an exemption therefrom, and otherwise in accordance with applicable law.
