Titan amends OpenPayd deal to target warrant redemptions

Rhea-AI Filing Summary

Titan Acquisition Corp entered into a Business Combination Agreement on June 1, 2026 to combine with OpenPayd-related entities and on June 11, 2026 executed a First Amendment that clarifies the parties will use their reasonable best efforts to redeem all outstanding Purchaser Warrants prior to or concurrent with the Acquisition Closing. The First Amendment is filed as Exhibit 2.1 and is incorporated by reference.

Insights

M&A Counsel

Amendment narrows deal mechanics by targeting warrant treatment.

The First Amendment to the Business Combination Agreement clarifies that the parties will use their reasonable best efforts to redeem outstanding Purchaser Warrants prior to or concurrent with closing. This is a contractual clarification about post-closing capital structure rather than a completed financing action.

The operative risk is conditionality: the phrase "reasonable best efforts" creates an obligation to try but does not guarantee redemption if impediments arise. Subsequent filings or the definitive agreement text in Exhibit 2.1 will show whether redemption is binding or subject to further conditions.

Key Figures

Initial Business Combination Agreement date: June 1, 2026 First Amendment date: June 11, 2026 Warrant exercise price: $11.50 per share +1 more

4 metrics

Initial Business Combination Agreement date June 1, 2026 execution of the Business Combination Agreement

First Amendment date June 11, 2026 execution of the First Amendment to the Business Combination Agreement

Warrant exercise price $11.50 per share Warrants exercisable for one Class A ordinary share as stated in the securities table

Exhibit reference Exhibit 2.1 First Amendment to Business Combination Agreement filed as exhibit

Key Terms

Business Combination Agreement, Purchaser Warrants, First Amendment, Acquisition Closing

4 terms

Business Combination Agreement regulatory

"entered into a Business Combination Agreement on June 1, 2026"

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

Purchaser Warrants financial

"redeem all outstanding Purchaser Warrants prior to or concurrent with the Acquisition Closing"

First Amendment legal

"executed the first amendment to the Initial Business Combination Agreement"

Acquisition Closing financial

"prior to or concurrent with the Acquisition Closing"

FAQ

What did Titan Acquisition Corp (TACH) amend on June 11, 2026?

Titan amended its Business Combination Agreement to clarify that the parties will use their reasonable best efforts to redeem all outstanding Purchaser Warrants prior to or concurrent with the Acquisition Closing. The amendment is filed as Exhibit 2.1.

Does the First Amendment guarantee warrant redemption for TACH?

No, the amendment uses the phrase "reasonable best efforts", which requires the parties to try to redeem Purchaser Warrants but does not itself constitute an absolute guarantee of redemption under the amendment's wording.

Where can I read the full amendment for Titan's OpenPayd transaction?

The full First Amendment to the Business Combination Agreement is attached to the Form 8-K as Exhibit 2.1. The 8-K incorporates Exhibit 2.1 by reference and references the June 11, 2026 amendment date.

What is the timing reference for Titan’s Business Combination Agreement?

The underlying Business Combination Agreement was executed on June 1, 2026, and the First Amendment was executed on June 11, 2026

Are the Purchaser Warrants exercisable at a stated price in the filing?

Yes, the securities table in the Form 8-K describes Warrants exercisable for one Class A ordinary share at an exercise price of $11.50 per share, as listed under the registered securities section.

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Accepted by SEC EDGAR 06/12/2026 - 05:01 PM Learn about SEC filing dates

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 11, 2026

Titan Acquisition Corp

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42590		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

131 Concord Street

Brooklyn, NY 11201 

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code (347) 720-2907

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one warrant		TACHU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		TACH		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share		TACHW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On June 1, 2026, Titan Acquisition Corp, a Cayman Islands exempted company (“Titan”), entered into a Business Combination Agreement (the “Initial Business Combination Agreement”), by and among OpenPayd Global Holdings Limited, a Cayman Islands exempted company (“PubCo”), Titan Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), solely in its capacity as the Purchaser Representative, OpenPayd Holdings Limited, a company limited by shares incorporated in England and Wales (“Company”), Ozan Özerk, solely in his capacity as the Company Shareholders Representative, and the shareholders of the Company party thereto (collectively, the “Parties”).

On June 11, 2026, the Parties executed the first amendment to the Initial Business Combination Agreement (the “First Amendment” and as amended the “Business Combination Agreement”) which clarified that the Parties will use their reasonable best efforts to redeem all outstanding Purchaser Warrants prior to or concurrent with the Acquisition Closing.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement.

The foregoing descriptions of the First Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the First Amendment, a copy of which is filed as Exhibit 2.1 and incorporated by reference herein.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit No.		Description
2.1		First Amendment to Business Combination Agreement dated June 11, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 hereunto duly authorized.

	TITAN ACQUISITION CORP
	By:	/s/ Frank Mastrangelo
		Name:	Frank Mastrangelo
		Title:	Chief Executive Officer
Dated: June 12, 2026

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