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
Customer / Partner / Vendor Notes
Customers
Subject: Exciting News about OpenPayd
Dear Valued Customer,
I am delighted to share a significant milestone in our growth journey: OpenPayd 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. You can find all the details in our public announcement here: https://www.openpayd.com/announcements/openpayd-targets-nasdaq-listing-at-unicorn-valuation/.
We set out to build the financial infrastructure for global money movement. Today, we take another important step to ensure OpenPayd continues to underpin the growth ambitions of your business, as we accelerate innovation, augment services and expand across regions alongside you!
As we prepare for this exciting next chapter, I want to reassure you that our day-to-day operations remain unchanged. It will be very much “business as usual” across our global service offering. Your current relationship managers, and support teams will remain the same and the people you know and trust at OpenPayd are here to provide you with the exceptional service that you have come to expect.
We firmly believe that the step we take today will ultimately enable us to deliver even greater value to you and your company. We are more dedicated than ever to your success and look forward to strengthening our partnership as we embark on this exciting future together.
If you have any questions, please do not hesitate to contact your OpenPayd relationship manager.
Kind regards,
Iana Dimitrova, CEO, OpenPayd
Customer / Partner / Vendor Notes
Partners / Vendors
Subject: A message from OpenPayd CEO: Our next phase of growth
Dear Valued Partner,
I am delighted to share a significant milestone in our growth journey: OpenPayd 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. You can find all the details in our public announcement here: https://www.openpayd.com/announcements/openpayd-targets-nasdaq-listing-at-unicorn-valuation/.
We set out to build the financial infrastructure for global money movement. Today, we take another important step to ensure OpenPayd continues to underpin the growth ambitions of digital businesses, as we accelerate innovation, augment services and expand across regions! We trust this will benefit all our stakeholders, including our trusted partners, like yourself.
As we prepare for this exciting next chapter, I want to reassure you that our day-to-day operations remain unchanged. It will be very much “business as usual” across our global service offering. Your current relationship managers, and support teams will remain the same and the people you know and trust at OpenPayd are here to provide you with the collaboration that you have come to expect.
We firmly believe that the step we take today will ultimately enable us to deliver even greater value to you and your company. We are more dedicated than ever to our joint success and look forward to strengthening our partnership as we embark on this exciting future together.
If you have any questions, please do not hesitate to contact your OpenPayd relationship manager.
Kind regards,
Iana Dimitrova, CEO, OpenPayd
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.
