Titan Acquisition Corp. (TACHW) SEC Filings

Titan Acquisition Corp, a Cayman Islands SPAC, reported net income of $3.9 million for the six months ended June 30, 2026, driven mainly by $5.1 million of interest on its $290.7 million Trust Account, partially offset by $1.2 million of general and administrative expenses. Cash outside the Trust Account was $247,336, with a working capital deficit of $996,010, and all 27,600,000 Class A shares remain redeemable at $10.53 per share.

On June 1, 2026, Titan signed a Business Combination Agreement with OpenPayd Global Holdings Limited, under which OpenPayd shareholders will receive PubCo shares valued at $800,000,000, subject to a minimum aggregate proceeds condition of $130,000,000 and other customary approvals. Titan faces a mandatory liquidation date of April 10, 2027 if no business combination is completed, and management discloses substantial doubt about its ability to continue as a going concern absent a successful transaction.

Titan Acquisition Corp filed an amended current report to correct its previously filed disclosure. The amendment, labeled Amendment No. 1, replaces and refiles the Non-Competition Agreement that had earlier been filed as Exhibit 10.4, and now lists it as Exhibit 10.1. The company states that, aside from this exhibit replacement, all other information in the original report remains unchanged. Titan Acquisition Corp’s units, Class A ordinary shares, and warrants continue to trade on Nasdaq under the symbols TACHU, TACH, and TACHW.

Titan Acquisition Corp reported an amendment to its Business Combination Agreement with OpenPayd Global Holdings Limited and OpenPayd Holdings Limited. The June 11, 2026 amendment clarifies that all parties will use their reasonable best efforts to redeem all outstanding Purchaser Warrants before or at the acquisition closing.

The amendment does not change the core structure of the proposed business combination but refines how warrants tied to Titan’s units, which are exercisable at an $11.50 per share price, are expected to be handled around closing.

Titan Acquisition Corp entered into a Business Combination Agreement with OpenPayd Global Holdings and related parties to take OpenPayd public on Nasdaq via a merger into a new Cayman holding company, PubCo. Titan will merge into PubCo, and PubCo will acquire all OpenPayd shares, making OpenPayd a wholly owned subsidiary.

OpenPayd shareholders will receive PubCo ordinary shares with an aggregate value of $800,000,000 (based on Titan’s Class A redemption price), less a share-based transaction fee to advisor Anne Martina Limited. Titan public shareholders may instead redeem their Class A shares for cash from Titan’s trust account. The deal requires a two‑thirds special resolution of Titan shareholders, effectiveness of a Form F‑4 registration statement, Nasdaq approval for PubCo shares and warrants, and minimum aggregate transaction proceeds of $130,000,000.

The agreement includes sponsor earnout shares that vest if the post‑closing share price reaches $11.50 and $13.00 targets, a non‑competition agreement with the key OpenPayd shareholder, a liquidity event plan with capped PubCo share repurchases at $7.50 and optional purchases at $12.50, a new 10% equity incentive plan, PIPE financing efforts, and a planned warrant repurchase or amendment prior to or at closing.

Titan Acquisition Corp, a SPAC, reported net income of $1,840,719 for the three months ended March 31, 2026, mainly from interest on its trust investments. General and administrative expenses rose to $676,713 as the company continues searching for a merger target.

The trust account held $288,118,410, or $10.44 per redeemable Class A share, as of March 31, 2026. Titan had cash and cash equivalents of $504,157 outside the trust and a working capital deficit of $518,622, reflecting growing public-company and deal-evaluation costs.

Management discloses substantial doubt about the company’s ability to continue as a going concern because it must complete a business combination by April 10, 2027 or liquidate and return trust funds to public shareholders. No business combination target has yet been selected or negotiated.

Titan Acquisition Corp. filed an amended annual report to correct the audit report date from March 31, 2026 to March 30, 2026. The underlying 2025 results are unchanged. The SPAC completed a $276 million IPO of 27.6 million units and placed $277.38 million into a Trust Account, which held $285.61 million at December 31, 2025.

The company reported net income of $7.24 million, driven largely by an $8.23 million unrealized gain on Trust investments, while general and administrative expenses were $1.01 million. Despite positive net income and $720,301 of cash outside the Trust, both management and the auditors highlight substantial doubt about the company’s ability to continue as a going concern if it cannot complete a Business Combination by April 10, 2027 or raise additional funds.

Titan Acquisition Corp. is a Cayman Islands-based blank check company formed to pursue an initial business combination, with a focus on finance and tech-enabled services. It completed its IPO on April 10, 2025, selling 27,600,000 units at $10.00 each for gross proceeds of $276,000,000.

Including the private placement of 8,110,056 warrants for $8,110,056, Titan placed $277,380,000, or about $10.05 per unit, into a U.S. trust account. Public shareholders will be able to redeem their Class A shares for their pro rata share of the trust if no qualifying merger is completed within 24 months of the IPO, or upon certain amendments or the closing of a business combination.

As of March 31, 2026, Titan had 27,600,000 Class A ordinary shares and 6,900,000 founder Class B shares outstanding. For the year ended December 31, 2025, it reported net income of $7,236,195, driven largely by unrealized returns on investments in the trust and minimal operating activity.

Titan Acquisition Corp. received an amended Schedule 13G/A (Amendment No. 1) from the Healthcare of Ontario Pension Plan Trust Fund (HOOPP) regarding its holdings in the company’s Class A ordinary shares.

As of December 31, 2025, HOOPP reports beneficial ownership of 0 shares, representing 0% of this share class, with no sole or shared voting or dispositive power. HOOPP indicates the securities referenced were acquired and held in the ordinary course of business and not for the purpose of changing or influencing control of Titan Acquisition Corp.

Titan Acquisition Corp. (TACHW) completed an IPO of 27,600,000 Units at $10.00 per Unit, generating $276,000,000 of public proceeds, and sold 8,110,056 Private Placement Warrants at $1.00 each for $8,110,056. The offering net proceeds (approximately $277.38 million) were largely placed in a trust account invested in short‑term U.S. Treasury obligations or qualifying money market funds until an initial business combination or redemption events.

The Sponsor’s Founder Shares have been adjusted through issuances and forfeitures, resulting in 6,900,000 Class B ordinary shares issued and outstanding, and 900,000 Founder Shares released from forfeiture following full exercise of the underwriters’ over‑allotment on April 10, 2025. Warrants issued in the offering entitle holders to purchase one share at $11.50 per share with specified adjustment and redemption provisions. The Company notes the trust account proceeds could be subject to creditors’ claims and that there is no assurance it will complete an initial business combination.