Titan Acquisition Corp.

false 0002009183 0002009183 2026-06-01 2026-06-01 0002009183 TACH:UnitsEachConsistingOfOneClassOrdinaryShareAndOnehalfOfOneRedeemableWarrantMember 2026-06-01 2026-06-01 0002009183 TACH:ClassOrdinarySharesParValue0.0001PerShareMember 2026-06-01 2026-06-01 0002009183 TACH:WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceMember 2026-06-01 2026-06-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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 1, 2026 Titan Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-42590 00-0000000 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 “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”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement. Merger and Share Acquisition Pursuant to the terms of the Business Combination Agreement, among other things: (a) Titan will merge with and into PubCo (the “Merger”), as a result of which the separate corporate existence of Titan will cease and PubCo will continue as the surviving company, and each issued and outstanding security of Titan immediately prior to the effective time of the Merger (the “Merger Effective Time”) will no longer be outstanding and will automatically be cancelled and extinguished, in exchange for the right of the holder thereof to receive a substantially equivalent security of PubCo; and (b) PubCo will acquire all of the issued and outstanding Company shares from the Company shareholders in exchange for the issuance to the Company shareholders of PubCo ordinary shares (the “Share Acquisition” and, together with the Merger, the “Transactions”), such that the Company will be a direct wholly owned subsidiary of PubCo. Consideration As consideration for the Merger, each issued and outstanding Titan ordinary share will automatically be converted into and exchanged for the right to receive one PubCo ordinary share, except that Titan’s public shareholders will be entitled to elect instead to have their Titan Class A ordinary shares redeemed and receive a pro rata portion of Titan’s trust account, as provided in Titan’s amended and restated memorandum and articles of association. Additionally, each issued and outstanding Titan public warrant will automatically be converted into and exchanged for the right to receive one PubCo public warrant, and each issued and outstanding Titan private warrant will automatically be converted into and exchanged for the right to receive one PubCo private warrant. Each of the PubCo public warrants and PubCo private warrants will have substantially the same terms and conditions as are in effect with respect to the Titan public warrants and Titan private warrants immediately prior to the Merger Effective Time. Under the Business Combination Agreement, at the closing of the Transactions (the “Closing”), in consideration for the purchase of the Company shares, PubCo will issue to the Company shareholders their pro rata portion of an aggregate number of PubCo ordinary shares with an aggregate value (based on the redemption price payable for Titan Class A ordinary shares) equal to $800,000,000 less the Company Advisor Transaction Fee Amount (as defined below). In addition, at the Closing, PubCo will issue to Anne Martina Limited (the “Company Advisor”) a number of PubCo ordinary shares (the “Company Advisor Transaction Fee Shares”) in satisfaction of a transaction fee payable to the Company Advisor (the “Company Advisor Transaction Fee Amount”), calculated as set forth in the Business Combination Agreement. The number of Company Advisor Transaction Fee Shares will be equal to the quotient of the Company Advisor Transaction Fee Amount divided by the redemption price payable for Titan Class A ordinary shares, rounded down to the nearest whole PubCo ordinary share. Registration Statement and Shareholder Approval PubCo will prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4 (the “Registration Statement”), which will include a proxy statement/prospectus of Titan, for the purpose of soliciting proxies from the Titan shareholders for the matters to be acted upon at an extraordinary general meeting of the holders of Titan ordinary shares (the “Extraordinary Meeting”) and, if applicable, for the purpose of soliciting proxies or votes from the Titan warrantholders for the matters to be acted upon at an extraordinary meeting of the warrantholders (the “Special Warrantholder Meeting”), and providing the Titan shareholders an opportunity to have their Titan Class A ordinary shares redeemed in conjunction with the shareholder vote. 1 Titan may consummate the Transactions only if approved by a special resolution, being the affirmative vote of the holders of at least two-thirds of all then outstanding Titan ordinary shares who, being present and entitled to vote at the Extraordinary Meeting, vote at the Extraordinary Meeting. Representations and Warranties; Covenants The Parties have made customary representations, warranties and covenants in the Business Combination Agreement, including, among other things, covenants with respect to the conduct of the business of Titan, PubCo an