Titan Acquisition Corp. 8-K

What Happened
Titan Acquisition Corp. (TACH) announced on June 1, 2026 that it entered into a Business Combination Agreement to merge with and into OpenPayd Global Holdings Limited ("PubCo") and for PubCo to acquire OpenPayd Holdings Limited (the "Company"). Under the agreement, each Titan ordinary share will convert into one PubCo ordinary share (Titan public shareholders may instead redeem their Class A shares for their pro rata trust-account amount). PubCo will issue PubCo ordinary shares to Company shareholders with an aggregate value equal to $800,000,000 less a transaction fee payable to the Company Advisor. The filing includes a press release and an investor presentation (Exhibits 99.1 and 99.2).

Key Details

• Agreement date: June 1, 2026; shareholder approval required: affirmative vote of at least two-thirds of outstanding Titan ordinary shares at an Extraordinary Meeting.
• Consideration to Company shareholders: PubCo ordinary shares with aggregate value of $800,000,000 less the Company Advisor transaction fee (fee payable in PubCo ordinary shares).
• Minimum financing: Aggregate Transaction Proceeds must be at least $130,000,000 (Minimum Proceeds Amount) at closing; Titan is pursuing PIPE subscriptions and non-redemption agreements to meet this.
• Sponsor and vesting: Sponsor’s shares are subject to earnout/vesting — 50% vest if Titan Class A stock trades ≥ $11.50 for 20 of 30 trading days, remaining 50% vest if ≥ $13.00 for 20 of 30 days, within a five-year term; Sponsor will transfer 1,035,000 PubCo ordinary shares and 1,216,508 PubCo private warrants to the Key Company Shareholder.
• Closing conditions include SEC effectiveness of a Form F-4 Registration Statement, Nasdaq approval for PubCo shares and warrants, no SEC stop order, required governmental consents, and satisfaction of other customary conditions. Termination deadline if conditions not met: December 31, 2026.

Why It Matters
This agreement would take OpenPayd public via a business combination with Titan (a SPAC), creating a Nasdaq-listed combined company if shareholders and regulators approve and financing is secured. Investors should note the $800M issuance to sellers, the $130M minimum cash condition (which depends on PIPE and redemptions), and the sponsor earnout structure that ties substantial sponsor equity to future share-price performance. Titan public shareholders retain redemption rights, which along with the success of PIPE commitments will affect the cash available to the combined company and the ultimate ownership and dilution outcomes. The transaction is subject to customary closing conditions and may be terminated if those conditions — including SEC and Nasdaq approvals and financing — are not met by year-end 2026.