Titan Acquisition (NASDAQ: TACH) plans warrant redemptions in OpenPayd deal

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

Insights

Amendment clarifies warrant treatment in the Titan–OpenPayd deal.

Titan Acquisition Corp amended its Business Combination Agreement with OpenPayd-related entities on June 11, 2026 to state that the parties will use reasonable best efforts to redeem all outstanding Purchaser Warrants before or at the acquisition closing.

This focuses on cleaning up the post-merger capital structure by addressing warrants, which are exercisable at $11.50 per share. The wording is clarifying rather than transformative, and actual impact will depend on how many holders choose to exercise or participate in any redemption process.

The amendment is attached as Exhibit 2.1 for detailed terms. Subsequent company filings around the Acquisition Closing may provide more concrete data on remaining warrants, redemption mechanics, and resulting share counts.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Warrant exercise price: $11.50 per share

1 metrics

Warrant exercise price $11.50 per share Each whole warrant exercisable for one Class A ordinary share

Key Terms

Business Combination Agreement, Purchaser Warrants, Acquisition Closing, emerging growth company

4 terms

Business Combination Agreement financial

"entered into a Business Combination Agreement (the “Initial Business Combination Agreement”)"

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

"clarified that the Parties will use their reasonable best efforts to redeem all outstanding Purchaser Warrants"

Acquisition Closing financial

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

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

06/12/2026 - 05:00 PM

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		00-0000000N/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.

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)

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

Source: View Original Filing on SEC EDGAR

FAQ

What did Titan Acquisition Corp (TACH) disclose in this 8-K?

Titan Acquisition Corp disclosed a first amendment to its Business Combination Agreement with OpenPayd-related entities. The change clarifies that the parties will use reasonable best efforts to redeem all outstanding Purchaser Warrants before or at the Acquisition Closing.

How does the Titan (TACH) amendment affect Purchaser Warrants?

The amendment states the parties will use reasonable best efforts to redeem all outstanding Purchaser Warrants prior to or concurrent with the Acquisition Closing. This centers on how existing warrants are handled around closing, rather than changing the core economic terms of the deal.

Who are the main parties in Titan Acquisition Corp’s OpenPayd business combination?

The agreement involves Titan Acquisition Corp, OpenPayd Global Holdings Limited (PubCo), OpenPayd Holdings Limited, Titan Acquisition Sponsor Holdco LLC as Purchaser Representative, and Ozan Özerk as Company Shareholders Representative, along with the shareholders of OpenPayd Holdings Limited party to the agreement.

What securities of Titan Acquisition Corp (TACH) are listed on Nasdaq?

Titan’s Nasdaq-listed securities include units (each with one Class A ordinary share and one-half warrant) under TACHU, Class A ordinary shares under TACH, and whole warrants exercisable for one Class A ordinary share at an exercise price of $11.50 per share under TACHW.

Where can investors find the full text of Titan’s Business Combination Agreement amendment?

The full text of the first amendment to the Business Combination Agreement is filed as Exhibit 2.1 to the report. The company notes that its brief description is qualified in its entirety by the detailed terms and conditions contained in that exhibit.

Filing Exhibits & Attachments

5 documents

Titan Acquisition (NASDAQ: TACH) plans warrant redemptions in OpenPayd deal

Rhea-AI Filing Summary

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