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 and the Company prior to the Closing. The representations and warranties of the Parties will not survive Closing, except for fraud claims, which will survive indefinitely. Closing Conditions The Closing of the Transactions is subject to certain customary conditions of the respective Parties, including, among other things, that: (a) any required consents of governmental authorities shall have been obtained; (b) the applicable Titan shareholder approval shall have been obtained; (c) no governmental authority shall have enacted, issued, promulgated, enforced or entered any law or order making the Transactions illegal or otherwise preventing or prohibiting consummation of the Transactions; (d) the PubCo ordinary shares and PubCo warrants shall have been approved for listing on Nasdaq; (e) the Registration Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC which remains in effect with respect to the Registration Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC which remains pending; (f) since the date of the Business Combination Agreement, there shall not have occurred any material adverse effect with respect to Titan, the Company or PubCo, as applicable, that is continuing and uncured; (g) the representations and warranties of the Parties shall be true and correct as of the Closing, subject to certain materiality exceptions; (h) each Party shall have performed in all material respects all of its obligations under the Business Combination Agreement to be performed on or prior to the Closing; (i) the Aggregate Transaction Proceeds shall be at least equal to $130,000,000 (the “Minimum Proceeds Amount”), subject to certain adjustments for transaction expenses; and (j) PubCo, Titan, the Company and the Company shareholders shall have delivered certain certificates and other closing deliverables. Termination The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, among other reasons: (a) by mutual written consent of Titan and the Company; (b) by either Titan or the Company if any of the conditions to closing shall not have been satisfied or waived by December 31, 2026; (c) by either Titan or the Company if any governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and such order or other action has become final and non-appealable; (d) by the Company upon a material breach of any warranty, covenant or agreement on the part of Titan set forth in the Business Combination Agreement, or if any warranty of Titan becomes untrue or materially inaccurate, in each case such that the related closing conditions contained in the Business Combination Agreement are not satisfied, subject to customary exceptions and cure rights; (e) by Titan upon a material breach of any warranty, covenant or agreement on the part of the Company, PubCo or the Company shareholders set forth in the Business Combination Agreement, or if any warranty of the Company, PubCo or the Company shareholders becomes untrue or inaccurate, in each case such that the related closing conditions contained in the Business Combination Agreement are not satisfied, subject to customary exceptions and cure rights; (f) by the Company if there has been a Titan adverse recommendation change; (g) by either Titan or the Company if the Extraordinary Meeting or the Special Warrantholder Meeting, as applicable, is held and has concluded, the Titan shareholders or warrantholders, as applicable, have duly voted and the required shareholder approval or warrantholder approval, as applicable, has not been obtained; (h) by the Company if the Aggregate Transaction Proceeds condition fails to be satisfied; or (i) by the Company if Titan shall have failed to deliver Subscription Agreements and/or Non-Redemption Agreements providing for Available Financing Proceeds equal to or exceeding the Minimum Proceeds Amount within the period required by the Business Combination Agreement. 2 Additional Agreements Executed at the Signing of the Business Combination Agreement Related Agreements In connection with the execution of the Business Combination Agreement: (a) the Key Company Shareholder, Ozan Özerk, executed a transaction support agreement (the “Key Company Shareholder Support Agreement”) pursuant to which, among other things, the Key Company Shareholder has agreed to approve the Transactions and vote his Company shares in favor of the Business Combination Agreement and the Transactions; and (b) the Sponsor and each of the other parties thereto executed a transaction support agreement (the “Sponsor Support Agreement”) pursuant to which, among other things, the Sponsor has agreed to (i) approve the Transactions and vote its shares of Titan in favor of the Transactions, and if applicable, its Warrants of Titan in favor of the matters to be acted upon at the Special Warrantholder Meeting, and (ii) reimburse Titan for any and all costs and expenses incurred by Titan or the Sponsor in connection with any prior contemplated business combinations (including any termination or other similar fees payable in respect thereof). Concurrently with the execution of the Business Combination Agreement, Titan, the Sponsor and the Insiders (as defined in the Letter Agreement (as defined below)) entered into an Amendment to Sponsor Letter Agreement (the “Sponsor Letter Agreement Amendment”), which amends that certain letter agreement, dated April 8, 2025, by and among the Sponsor, Titan and the Insiders (the “Letter Agreement”). Pursuant to the Sponsor Letter Agreement Amendment, a new Section 5(e) was added to the Letter Agreement to provide that an aggregate of 50% of the Titan Class B ordinary shares held by the Sponsor (after reduction for any Titan Class B ordinary shares that represent the Transferred Shares (as defined below)), together with its direct and indirect investors and other investors, will be made subject to vesting and forfeiture (the “Purchaser Earnout Shares”) in accordance with the following terms: (1) 50% of the Purchaser Earnout Shares will become fully vested if, at any time through the date that is the fifth anniversary of such date (the “Purchaser Earnout Shares Vesting Term”), the stock price level of the Titan Class A ordinary shares is greater than or equal to $11.50 per share for 20 trading days within any 30 consecutive trading day period, and (2) the remaining 50% of the Purchaser Earnout Shares will become fully vested if, at any time during the Purchaser Earnout Shares Vesting Term, the stock price level of the Titan Class A ordinary shares is greater than or equal to $13.00 per share for 20 trading days within any 30 consecutive trading day period. An aggregate of 50% of the PubCo ordinary shares received in the Merger by the Sponsor (after reduction for the transfer of the Transferred Shares) will be subject to the same vesting and forfeiture conditions (the “Earnout Shares”). The Sponsor Letter Agreement Amendment will terminate automatically upon any termination of the Business Combination Agreement in accordance with its terms prior to the Closing. The Sponsor has also agreed pursuant to the Sponsor Support Agreement that, immediately prior to the Merger Effective Time, an aggregate of 50% of the Purchaser Earnout Shares will be made subject to vesting and forfeiture in accordance with the following terms: (1) 50% of the Purchaser Earnout Shares will become fully vested if, at any time through the Purchaser Earnout Shares Vesting Term, the stock price level of the Titan Class A ordinary shares is greater than or equal to $11.50 per share for 20 trading days within any 30 consecutive trading day period, and (2) the remaining 50% of the Purchaser Earnout Shares will become fully vested if, at any time during the Purchaser Earnout Shares Vesting Term, the stock price level of the Titan Class A ordinary shares is greater than or equal to $13.00 per share for 20 trading days within any 30 consecutive trading day period. The Earnout shares will be subject to the same vesting and forfeiture conditions. In addition, in exchange for the Key Company Shareholder’s execution and delivery of a deed of termination of the Company Shareholders’ Agreement, the Sponsor has agreed to transfer to the Key Company Shareholder, after the Merger Effective Time and concurrently with the consummation of the Share Acquisition, an aggregate of (1) 1,035,000 PubCo ordinary shares (the “Transferred Shares”), which shall not be subject to the vesting and forfeiture conditions applicable to the Purchaser Earnout Shares or the Earnout Shares, and (2) 1,216,508 PubCo private warrants (the “Transferred Warrants”). 3 Additionally, concurrently with the execution of the Business Combination Agreement, PubCo, Titan and the Company entered into a Non-Competition Agreement (the “Non-Competition Agreement”) with the Key Company Shareholder, which will be effective as of the Closing and will provide for a restricted period from the Share Acquisition Closing until the second anniversary of the Share Acquisition Closing Date. The Business Combination Agreement further provides that, prior to the Closing, PubCo will approve and adopt a liquidity event plan (the “Liquidity Event Plan”) for certain beneficial owners of Company shares holding Class B and/or Class C ordinary shares of the Company (the “Participating Shareholders”). Under the Liquidity Event Plan, each Participating Shareholder will have the right, exercisable during the six-month period commencing on the date such PubCo ordinary shares become freely tradeable, to require PubCo to purchase up to 15% of the PubCo ordinary shares held by such Participating Shareholder at a purchase price of $7.50 per share, subject to an aggregate cap of $10,000,000 and PubCo’s determination that such repurchases would not adversely affect its ability to continue as a going concern. PubCo will have the right during such period to purchase from each Participating Shareholder up to 15% of the PubCo ordinary shares held by such Participating Shareholder at a purchase price of $12.50 per share. The Business Combination Agreement also provides that, prior to the Closing, PubCo will approve (and the Key Company Shareholder as the sole shareholder of PubCo will approve) and adopt an equity incentive plan (the “Pubco Equity Incentive Plan”) with a total pool of awards equal to 10% of the PubCo ordinary shares to be issued and outstanding (on a fully diluted basis) as of the Closing, with such changes or modifications thereto as the Company and PubCo may mutually agree. Within seven Business Days following the expiration of the 60-day period following the date PubCo has filed current Form 10 information with the SEC reflecting its status as an entity that is not a shell company, PubCo will file an effective registration statement on Form S-8 (or other applicable form) with respect to PubCo ordinary shares issuable under the PubCo Equity Incentive Plan. At the Closing, each of the Company shareholders holding in excess of five percent of the fully-diluted equity securities of the Company shall enter into a Lock-Up Agreement (the “Lock-Up Agreement”) with PubCo. By no later than the Closing, PubCo, Titan, the Sponsor, certain investment banks and the Key Company Shareholder shall enter into a new registration rights agreement (the “New Registration Rights Agreement”), effective as of the Closing, replacing the Registration Rights Agreement dated April 8, 2025 by and among the Sponsor and the other “Holders” named therein. Between the execution of the Business Combination Agreement and Closing, Titan and PubCo plan to enter into Subscription Agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors will subscribe for and purchase Titan ordinary shares immediately prior to the Merger Effective Time. The Business Combination Agreement also provides that, as promptly as practicable following execution, the Parties will use their respective reasonable best efforts to enable Titan to redeem or repurchase all of the issued and outstanding Titan warrants (other than any Titan private warrants representing the Transferred Warrants) at a mutually acceptable price per warrant, or such other treatment as mutually agreed between Titan and the Company, prior to or concurrently with the Closing (the “Warrant Amendment”). In connection with the Warrant Amendment, Titan will solicit approval from the public warrantholders at the Special Warrantholder Meeting and obtain written consent from the Sponsor and other holders of Titan private warrants. Additionally, from and after the execution of the Business Combination Agreement, Titan is required to use its reasonable best efforts to procure, and deliver to PubCo and the Company, definitive written agreements in the form of Subscription Agreements with PIPE Investors and/or non-redemption agreements with holders of Titan Class A ordinary shares (the “Non-Redemption Agreements”), providing, in the aggregate, for Available Financing Proceeds in an amount equal to or exceeding the Minimum Proceeds Amount, together with a written statement from Titan’s investment banker identifying any third-party investors that have agreed to acquire Titan Class A ordinary shares having a value not less than $1,000,000 at a price per share greater than 100% of the redemption price and not tender such shares for redemption. 4 The foregoing descriptions of the Business Combination Agreement, Key Company Shareholder Support Agreement, Sponsor Support Agreement, Sponsor Letter Agreement Amendment, Non-Competition Agreement, form of Lock-Up Agreement and New Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions of the Business Combination Agreement, Key Company Shareholder Support Agreement, Sponsor Letter Agreement Amendment, Sponsor Support Agreement, Non-Competition Agreement, form of Lock-Up Agreement and New Registration Rights Agreement, copies of which are filed as Exhibits 2.1, 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6 hereto and incorporated by reference herein.
TACH Titan Acquisition Corp. - 8-K
Accession
0001829126-26-0059231.017.019.01
Item 1.01 - Entry into a Material Definitive Agreement
3,022 words
Item 7.01 - Regulation FD Disclosure
1,091 words · Exhibit 99.1, 99.2 attached
Item 7.01 Regulation FD Disclosure. On June 1, 2026, the Parties issued a press release (the “Press Release”) announcing the Transactions. The Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein. Attached as Exhibit 99.2 and incorporated herein by reference is the investor presentation dated June 2026, for use by the Company and Titan in meetings with certain of their shareholders as well as other persons with respect to the Business Combination, as described in this Current Report on Form 8-K. The information in this Item 7.01, including Exhibits 99.1 and 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Titan under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information contained in this Item 7.01, including Exhibits 99.1 and 99.2. 5 IMPORTANT NOTICES Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, projections of market opportunity and market share, potential benefits of the Transactions, and the potential success of the combined company’s market opportunity, and the expected post-closing combined company and its anticipated growth. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of the management of Titan and PubCo 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 the Parties. These forward-looking statements are subject to a number of risks and uncertainties, including, among others: (a) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; (b) the outcome of any legal proceedings that may be instituted against Titan, PubCo, the Company or others following the announcement of the Transactions; (c) the inability to complete the Transactions due to the failure to obtain approval of the shareholders of Titan, failure to satisfy other conditions to closing in the Business Combination Agreement or otherwise; (d) changes to the proposed structure of the Transactions that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Transactions; (e) the ability to meet stock exchange listing standards following the consummation of the Transactions; (f) the risk that the Transactions disrupt current plans and operations of the Company as a result of the announcement and consummation of the Transactions; (g) the ability to recognize the anticipated benefits of the Transactions; (h) costs related to the Transactions; (i) changes in applicable laws or regulations; and (j) the possibility that the Company or the combined company may be adversely affected by other economic, business, regulatory and/or competitive factors. If any of these risks materialize or the Parties’ assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither the Parties presently know nor that the Parties believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Parties’ expectations, plans, or forecasts of future events and views as of the date of this Current Report on Form 8-K. The Parties anticipate that subsequent events and developments may cause their assessments to change. The Parties specifically disclaim any obligation to update or revise any forward-looking statements, except as required by law. These forward-looking statements should not be relied upon as representing the Parties’ assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements. Important Information for Investors and Shareholders This communication is being made in respect of the proposed transaction involving the Parties. In connection with the Transactions, PubCo intends to file a registration statement on Form F-4 with the SEC, which will include a proxy statement/prospectus. Investors and shareholders are urged to read the registration statement and proxy statement/prospectus and all other relevant documents filed or to be filed with the SEC carefully and in their entirety when they become available, as they will contain important information about the proposed Transactions. Copies of the registration statement, proxy statement/prospectus, and other documents filed with the SEC will be available free of charge at the SEC’s website at www.sec.gov . 6 Participants in Solicitation Titan, the Company and their respective directors, managers and officers may be deemed participants in the solicitation of proxies of shareholders in connection with the proposed Transactions. 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 Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed Transactions and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. 7
Exhibit 99.1 · 2,505 words
EX-99.1 9 titanacq_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 OpenPayd Targets Nasdaq Listing at Unicorn Valuation ● OpenPayd, a global leader in financial infrastructure, to join the U.S. public market as the Company pioneers the convergence of traditional finance and stablecoins ● Merger with Titan Acquisition Corp. expected to accelerate OpenPayd’s next chapter of growth ● Transaction values OpenPayd at an equity value of $1.145 billion on pro-forma basis LONDON & NEW YORK - June 01, 2026 - OpenPayd (“OpenPayd” or the “Company”), a global financial infrastructure platform for programmable money movement, and Titan Acquisition Corp. (“Titan”) (Nasdaq: TACHU), a special purpose acquisition company focused on high-growth fintechs, today announced that they have entered into a definitive business combination agreement. Upon completion of the transaction, OpenPayd will become a publicly listed company on Nasdaq under the ticker symbol “OP.” OpenPayd’s financial infrastructure platform operates at the intersection of traditional finance and digital assets, enabling businesses to move and manage money seamlessly across fiat rails, blockchain networks and stablecoins. Through a single API, businesses access global accounts, real-time payments and trading, enabling them to scale across borders. The Company’s extensive regulatory footprint across the United States, United Kingdom, European Economic Area, Canada and South Africa, together with its integrations into global payment rails, banks and stablecoin issuers, enables customers to orchestrate money movement seamlessly across markets, rails and assets through a single platform. OpenPayd serves more than 1,100 customers across 180 countries worldwide, including blue-chip clients such as eToro and Kraken. Upon closing, OpenPayd is expected to receive up to $276 million in gross proceeds from Titan’s trust account, assuming no redemptions by Titan’s public shareholders. The capital is intended to strengthen the Company’s balance sheet and accelerate the expansion of its financial infrastructure capabilities, positioning OpenPayd to capitalize on growing demand for integrated fiat and stablecoin payment orchestration and to lead the emerging market for agentic payments. The transaction is expected to extend OpenPayd’s position as a market leader and allow the Company to further scale its proven operating model by investing in its technology, people and regulatory compliance, including licenses. OpenPayd plans to expand geographically, with immediate focus on scaling operations in the United States and on bolstering product and regulatory capabilities. OpenPayd maintains a strong financial profile and, as of March 2026, generated more than $85 million in annualized recurring revenue. OpenPayd processes more than $240 billion in annualized transaction volume and is well-positioned to capture an increasing share in the rapidly evolving global payments market. “This transaction marks a significant milestone in our journey and reflects the scale of our platform, our regulatory strength, and our ability to deliver profitable growth at scale. As global financial infrastructure undergoes rapid transformation, OpenPayd has become a trusted partner for modern money movement and we look forward to continuing to support our clients globally,” said Iana Dimitrova, Chief Executive Officer of OpenPayd. “We believe the next decade of finance will not be defined by faster cards or cheaper wires - it will be defined by money that moves on its own. Autonomous agents are already making decisions; the infrastructure beneath them must keep pace. OpenPayd exists to be that infrastructure - the operating system connecting traditional financial rails with programmable, blockchain-native networks, so that intelligent systems can transact as fluently as humans do today. We have spent years building toward this convergence. We believe going public can give us the capital and the mandate to own it,” said Ozan Ozerk, Founder of OpenPayd. Frank Mastrangelo, Chairman & Chief Executive Officer of Titan, said , “We are thrilled to partner with OpenPayd, a high-growth, profitable and innovative financial infrastructure platform and an early mover in a massive marketplace. We believe the growing institutional adoption of digital assets, increasingly pro-innovation regulatory frameworks, and rising demand for integrated fiat-to-digital infrastructure, underscored by recent signals from the U.S. Federal Reserve and mainstream financial institutions, position OpenPayd for long-term success. As what we believe to be, the first publicly traded, pure-play global payments infrastructure platform at the intersection of traditional finance and digital assets, we believe OpenPayd has an opportunity to define this category and play an integral role in the future of payments.” The transaction has been unanimously approved by the boards of directors of both OpenPayd and Titan and is expected to close in the fourth quarter of 2026, subject to customary closing conditions, including approval by Titan’s shareholders. Additional details regarding the proposed transaction, including a copy of the Business Combination Agreement and other related documents will be included in a Current Report on Form 8-K to be filed by Titan with the U.S. Securities and Exchange Commission (the “SEC”) and will be available at www.sec.gov. Anne Martina serves as lead M&A advisor, A&O Shearman serves as legal counsel, Deloitte serves as financial auditors, and Burson Buchanan serves as strategic communications advisor to OpenPayd. Winston & Strawn serves as legal counsel to Titan. Cantor Fitzgerald & Co. is acting as capital markets advisor to Titan Acquisition Corp. About OpenPayd: OpenPayd is building the universal financial infrastructure for the digital economy. The Company’s rails-agnostic platform enables businesses to move and manage money globally - across fiat and digital assets - through a single, powerful API. OpenPayd provides embedded accounts, FX, domestic and international payments, Open Banking, and stablecoin on/off ramps - delivering interoperability between traditional finance and digital assets. With one of the most comprehensive banking networks in the market, OpenPayd enables real-time money movement, everywhere. Trusted by global brands including eToro, Kraken, OKX, and B2C2, the Company processes more than $240 billion in annual volumes for over 1,100 businesses. OpenPayd is the infrastructure layer powering the next generation of financial services. About Titan : Titan Acquisition Corp. is a special purpose acquisition company with a focused mandate to partner with high-growth fintech and financial technology businesses through a merger, share exchange, asset acquisition or similar business combination. Titan is led by an experienced team with a strong track record across SPAC transactions, capital markets and financial services, bringing deep expertise in structuring, execution and scaling public companies. Backed by extensive relationships across institutional investors, banking and the broader fintech ecosystem, Titan is positioned to support companies seeking accelerated access to the U.S. public markets and long-term growth as publicly traded businesses. For more information please visit: https://www.titan-spac.com. Contacts For OpenPayd: Michael Treacy [email protected] Burson Buchanan [email protected] For Titan Acquisition Corp.: Adeel Rouf Email: [email protected] 2 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This press release 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 press release, 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 press release. 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 press release. Accordingly, undue reliance should not be placed upon the forward-looking statements. 3 Annual Recurring Revenue This press release includes Annual Recurring Revenue (“ARR”), which is a key performance measure used by management to monitor the growth and trajectory of OpenPayd’s business. OpenPayd defines ARR as total company revenue in each month multiplied by twelve (12). In this instance, ARR is calculated as OpenPayd’s total revenue for March 2026 multiplied by twelve (12). ARR is presented as a supplemental operational metric and is not a measure of financial performance prepared in accordance with IFRS. ARR should be viewed independently of, and not as a substitute for or combined with, revenue, deferred revenue or any other measure presented in OpenPayd’s financial statements. ARR does not represent OpenPayd’s revenue under IFRS on an annualized basis and is not a forecast of future revenue, which can be impacted by, among other things, contract start and end dates, customer renewal rates, transaction volumes, foreign exchange and other factors. Investors should not place undue reliance on ARR as an indicator of OpenPayd’s future or expected results. ARR does not have a standardized meaning and is therefore unlikely to be comparable to similarly titled measures presented by other companies. There is no IFRS measure that is directly comparable to ARR, and accordingly OpenPayd has not reconciled ARR in this press release to any IFRS financial measure. Important Information For Investors and Stockholders In connection with the proposed business combination, Titan intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (as may be amended from time to time, the “Registration Statement”), which will include a preliminary proxy statement/prospectus and a definitive proxy statement/prospectus relating to the proposed business combination. Titan will mail the definitive proxy statement/prospectus to its stockholders as of a record date to be established for voting on the proposed business combination. INVESTORS AND STOCKHOLDERS OF TITAN ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. Investors and stockholders will be able to obtain free copies of the Registration Statement, proxy statement/prospectus and other documents containing important information about Titan and OpenPayd, once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Titan when and if available may be obtained free of charge from Titan’s website at https://www.titan-spac.com or by directing a written request to Titan Acquisition Corp. at the address set forth on the cover of Titan’s filings with the SEC. Participants in 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 press release 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. 4
Exhibit 99.2 · 4,986 words
EX-99.2 10 titanacq_ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 OpenPayd Investor Presentation June 2026 2 Today’s Presenters Dr. Ozan Ozerk Founder OpenPayd Frank Mastrangelo Chairman & CEO Titan Acquisition Corp. Adeel Rouf President & CFO Titan Acquisition Corp. Iana Dimitrova CEO OpenPayd David Bull CFO OpenPayd Track Record of Titan’s Management Fintech Acquisition Corp. IV Fintech Acquisition Corp. III Fintech Acquisition Corp. II Fintech Acquisition Corp. SPAC $230mm 1/3 warrant 24 months $345mm 1/2 warrant 24 months $175mm 1/2 warrant 24 months $100mm 1 warrant 18 months IPO Terms ($962mm) ($1,300mm) ($339mm) ($429mm) Merger Partner (Pro Forma EV) $125mm $250mm N/A N/A PIPE $17.16 ⁴ $9.75 ³ $14.97 ² $15.00 ¹ Current Stock Price Source: Company filings and Bloomberg as of 5/29/26. (1) Acquired by First Data at $15.00 per share (7/6/17). (2) Price per share at market close 5/29/2026. (3) Acquired by Nuvei Corp at $9.75 per share (2/23/23). (4) Price per share at market close 5/29/2026. Note: Deals included herein represent transactions where at least one member of the Titan Acquisition Corp. management team was a director, executive, or advisor to the SPAC listed above. 3 Our Mission We build universal financial infrastructure to power the growth of the digital economy. 4 Experienced Leadership Team x Strong track record across regulated financial services, technology and digital assets x Combined expertise in private and public markets Platform for Fiat - Crypto Convergence x Fiat and stablecoin interoperability for payments, trading and yield x Global real - time account - to - account settlements x AI - driven, programmable and fully embedded money movements Market Tailwinds x Money movement undergoing structural redesign x Increased institutional adoption of stablecoins for money movements x Pro - crypto regulation of digital assets in certain key markets Profitable, Outstanding Growth x $85M+ ARR x $240B+ annualized transaction volume x No external capital to date NASDAQ Listing in 2026 x Planned DeSPAC with Titan Acquisition Corp x Accelerating long - term growth ambition x Public company standards of transparency and governance Global License & Technology Infrastructure x Licensed in USA, UK, EEA, Canada and South Africa for fiat and crypto x Scalable platform, designed for rapid replication in new regions x >99.995% uptime Why Invest in OpenPayd? Strong business momentum and multiple potential growth vectors 5 Note: $85M ARR and $240B annualized transaction volume as of March 31, 2026 . Domestic rails in 70+ countries International rails in 180+ countries Financial Services UK EMI EEA FI Canada RPAA EEA VASP Canada Fin - Trac Registration Global Business (B2B, B2B2B and B2B2C) Fiat $ € £ 100+ more Digital Digital Assets Covering all major blockchains and digital currencies Global Tier 1 Banks & Domestic Banks South Africa AFSP 44 US MTLs Financial Infrastructure for Global Money Movement Underpinned by global licenses and strategic partnerships across fiat and stablecoins Trading API Orchestration Accounts P P a a y y m m e e n n t t s s T r T e r e a a s u s u r y ry Stablecoins 6 Scalable, Rail - agnostic, Modular Technology API - driven platform for instant payments, trading, banking and digital assets across regions Business Access API Access Web Access Core Platform Banking, Blockchain & Payment Connectivity Fiat Engine • Accounts, named IBANs • Payments • Trading • Treasury Blockchain Engine • Stablecoin mint / burn • Wallet Storage & Custody • Blockchain Connectivity • Trading & Liquidity Control Layer • AI - driven Compliance Engine • User Access • Routing Intelligence Data & Risk • AI - enabled Data Intelligence • Reporting • AI Optimization and Audit Global Banks Payment Rails Stablecoin Issuers Liquidity Providers 7 Pre - 2023 2023 2024 2025 2026 (YTD) Product Launches Company Milestones UK EMI 44 US South Africa License Canada Registration VFA French MoM Malta EMI MTLs (Digital Assets) (Digital Assets) License Branch Profitability (EU Passporting) BaaS Platform Virtual IBANs Deliverable FX Global Payouts Multicurrency Accounts APMs Non - prefunded FX Trading On/Off Ramps OTC Desk Stablecoin Global Payouts Enterprise Client Wins (Selected) Building Momentum for Exponential Growth Sustained, multi - year expansion across leading global platforms with extended geographical and product coverage 8 Exceptional Organic Growth To Date Operating at scale with strong year - on - year execution track record $240B+ Annualized Transaction Volume (as of March 2026) $85M+ Annualized Revenue (as of March 2026) 44M+ Annualized Transactions (as of March 2026) 1100+ Corporate Clients (as of March 2026) Transactions (#m) 85% CAGR Experienced Management Team No External Capital To Date Strong Business Momentum Note: FY23A – FY25A figures represent historical actual results and FY26F reflects management forecasts, all with fiscal year - end April 30. Financials are presented in USD and converted from EUR using an assumed EUR/USD exchange rate of 1.16 as of April 1, 2026. 9 56% CAGR 102% CAGR 302 463 742 1100 FY23A FY24A FY25A FY26F Clients (#) 54% CAGR 19 39 57 72 FY23A FY24A FY25A FY26F Revenue ($m) 5 15 23 31 FY23A FY24A FY25A FY26F 22 52 100 181 FY23A FY24A FY25A FY26F Volume ($bn) OpenPayd is Well Positioned to Win We rank highly on the map of 'Licensing Depth' against 'Infrastructure Breadth' Weak Regulatory & Licensing Depth Weak Infrastructure Breadth & Rail Interoperability Strong Regulatory & Licensing Depth Strong Infrastructure Breadth & Rail Interoperability OpenPayd’s Competitive Advantage: Global Regulatory Footprint Multi - rail Connectivity End - to - End Payment Capabilities Enterprise Reliability Fiat and Stablecoin Settlement Global Tier One Client Base 10 Source: OpenPayd TAM Global Payments Annual Volume $1,800T (McKinsey, 2024) Global B2B Payments ~$89T (2024) (Juniper, 2024) Global C2B Payments ~$18.7T (2024) (WorldPay, 2025) Cross - border C2B Payments ~$1.9T (2024) (FXC Intelligence, 2025) Cross - border B2B Payments ~$31.7T (2023) (FXC Intelligence, 2024) Stablecoin Payments (adjusted) ~$9.2T (2025) (Visa, 2025) OpenPayd Annualized Volume $240B+ (As of March 2026) 19 39 57 72 FY23A FY24A FY25A FY26F Mixed industries Global clients Strong Organic Growth Trajectory We believe OpenPayd will remain high growth, profitable and cash flow positive despite no external capital Revenue ($m) ARR Gross profit EBITDA $22m 84% (43%) $16m ($8m) $52m 81% 21% $31m $8m $67m 78% 21% $44m $12m $85m 92% 18% $66m $13m 30% 25% 25% 4% 4% 12% FI's FX Trading Digital Assets iGaming Affiliate Marketing Other 11 Examples: 56% CAGR Note: FY23A – FY25A figures represent historical actual results and FY26F reflects management forecasts, all with fiscal year - end April 30. Financials are presented in USD and converted from EUR using an assumed EUR/USD exchange rate of 1.16 as of April 1, 2026. . 12 A diversified, usage - driven revenue model with strong recurring components: Transaction fees Core revenue driver linked directly to customer activity and transaction volumes, scaling organically with client growth. Recurring fees Recurring subscription fees or minimums for account access, platform usage and value - added services (supporting revenue predictability). FX margin Margin earned on foreign exchange transactions or on/off ramps, benefiting from increasing cross - border activity and volume growth. Interest revenue Interest earned on client funds held. Operational fees Fees linked to specific services and operational support, providing incremental revenue alongside core usage. Setup fees One - off onboarding and implementation fees, reflecting customer acquisition rather than ongoing monetisation. How We Generate Revenue Strong recurring and volume driven revenue, aligning growth directly with customer activity 3% 13% 41% 24% 5% 14% Setup fees FX margin Transaction fees Recurring fees Operational Interest Disciplined Capital Deployment to Achieve Market Leadership $150m growth investment deployed through sequenced, high return levers Capital Outcomes $150m deployed to drive durable market leadership, attractive returns on invested capital and a scalable platform for continued growth beyond the initial capital injection horizon. 13 Planned Capital Deployment ($m) Capital is allocated to scale existing growth engines, selectively accelerate through M&A and maintain balance sheet strength. Expected Impact Strategic Rationale % of Total Investment Capital Lever Accelerates ARR growth, improves unit economics, and expands addressable market using an established playbook • Scaling a proven operating model • Investment in technology, people and licenses 50% $75m Growth Capital Expands footprint and capabilities while maintaining execution discipline • Targeted acquisitions to accelerate capability and market entry • Assuming 20% cash and 80% shares • Focus on bolt - on, capability - driven acquisitions 40% $60m Strategic Investments (M&A) Ensure the balance sheet supports growth at increasing scale • Balance sheet strength to support client growth • Financial resilience and regulatory headroom 10% $15m Foundation & Balance Sheet Strength 100% $150M Total Cash Deployment Experienced and Proven Leadership Team Senior leadership with deep experience across leading global businesses Iana Dimitrova Chief Executive Officer 15+ years of experience in payments, qualified lawyer David Bull Chief Financial Officer 30+ years of experience in financial services Dimitar Dimitrov Chief Technology Officer 25+ years of experience in technology Lux Thiagarajah Chief Commercial Officer 20+ years in trading, payments and digital assets Richard Usher Director of Trading 25+ years experience in trading, banking and digital assets Barry O’Sullivan Director of Banking and Payments 20+ years of experience in technology, banking, payments Yasemin Swanson Chief Operations Officer 24+ years of experience in banking and fintech Lara Barbuto Director of Compliance 20+ years of experience in financial services compliance Aysun Ahi Chief People Officer 20+ years of experience in people management across payments, gaming and FX Mert Aslaner Head of Product 10+ years experience in product management and software development Zuzana Blazkova Head of Legal 13+ years of experience in law and financial services Michael Treacy Director of Marketing & Business Development 12+ years experience in payments and fintech Dr. Ozan Ozerk Founder Serial entrepreneur with deep expertise across technology and financial services Ashley Mayr Financial Strategy Manager 15+ years of experience in consulting Mariya Harseva Director of Platform Security 18+ years of experience in technology and cyber security Alexandra Taylor Director of Corporate Services 25+ years experience in consulting, financial and corporate services 14 4.7% OpenPayd Rollover Equity Public Shareholders PIPE Shares Sponsor Shares Founder Shares Transferred to OpenPayd Founder Transaction Highlights Estimated Sources & Uses ($M) Uses $800 OpenPayd Rollover $346 Cash to balance sheet $30 Illustrative transaction expenses $1,176.0 Total ($M) Sources $800 OpenPayd Rollover $276 Cash in Trust $100 PIPE $1,176.0 Total Pro Forma Valuation Pro Forma Ownership 124.5 PF Shares Outstanding (M) $10.00 Share Price ($) $1,245.0 PF Equity Value ($M) 364 ( - ) PF Cash ($M) $881.2 PF Enterprise Value ($M) Assumptions: 1. 124.5M pro forma shares outstanding at $10.00 per common share. Total sponsor shares of 5.9M 2. $100M PIPE priced at $10.00 per share; PIPE has yet to be raised and is not committed 3. PF Cash consists of $346M of cash to balance sheet and $18M of existing net cash 4. Assumes $276.0M remaining in trust. Exc ludes interest earned in the trust. SPAC cash amount is subjec t to change depending on the actual interest earned in the trust and total number of redemptions. Assumes newly issued shares will be delivered to PIP E investors rather than subsc riptions being satisfied through non - redeemed shares 5. Approximately 1.0M Sponsor Shares have been transferred to OpenPayd Founder. 6. All charts and tables exclude 13.8M SPAC warrants and 8.1M Private Placement warrants. All warrants have a strike price of $11.5 per common share Business Combination Structure • Titan Acquisition Corp. intends to complete a business combination with OpenPayd, a global provider of financial infrastructure and embedded banking services, offering API - driven payments, accounts, and compliance solutions to fintechs, enterprises, and financial institutions. Valuation • The business combination implies a pro forma combined enterprise value of approximately $881.2 million • Existing OpenPayd shareholders would roll over 100% of their equity as part of the business combination Capital Structure • The business combination is to be funded by a combination of Titan cash held in trust and PIPE financing Ownership % Shares (M) 64.3% 80.0 OpenPayd Rollover Equity 1 22.2% 27.6 Public Shareholders 2 8.0% 10.0 PIPE Shares 3 4.7% 5.9 Sponsor Shares 4 0.8% 1.0 Sponsor Shares Transferred to OpenPayd Founder 5 DISCLAIMERS This presentation (together with oral statements made in connection herewith, this “Presentation”) is for informational purposes only. This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful. This Presentation has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between Titan Acquisition Corp (“Titan”) and OpenPayd Holdings Limited (“OpenPayd”) and the related transactions (the “Proposed Business Combination”) and for no other purpose. These materials are exclusively for the use of the party or the parties to whom they have been provided by representatives of Titan and OpenPayd. This Presentation supersedes and replaces all previous oral or written communications relating to the subject matter hereof. Information disclosed in this Presentation is current as of May 6, 2026, except as otherwise provided herein, and neither Titan nor OpenPayd nor any of their respective representatives undertakes or agrees to update this Presentation after the date hereof. By your acceptance of this Presentation, you acknowledge that applicable securities laws restrict a person from purchasing or selling securities of a person with tradeable securities and from communicating such information to any other person under circumstances in which it is reasonabl y foreseeable that such person is likely to purchase or sell such securities. Certain information included herein describes or assumes the expected terms that will be included in the agreements to be ent ered into by the parties to the Proposed Business Combination. Such agreements are under negotiation and subject to change. The consummation of the Proposed Business Combination is also subject to other various risks and contingencies, including customary closing conditions. There can be no assurance that the Proposed Business Combination will be consummated with the terms described herein or otherwise. As such, the subject matter of these materials is evolving and is subject to further change by Titan and OpenPayd in their joint and absolute discretion. Neither the U.S. Securities and Exchange Commission (“SEC”) nor any securities commission of any other U.S. or non - U.S. jurisdiction has approved or disapproved of the Proposed Business Combination presented herein or determined that this Presentation is truthful or complete. No representations or warranties, express or implied, are given in, or in respect of, this Presentation, and no person may rely on any of the information or projections contained herein. To the fullest extent permitted by law, in no circumstances will Titan, OpenPayd, any placement agent, any financial advisor or any of their respective subsidiaries, shareholders, affiliates, representatives, directors, officers, employees, advisers or agents be responsible or liable, including for a direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or any opinions communicated in relation thereto or otherwise arising in connection therewith. In addition, this Presentation does not purport to be all inclusive or to contain all of the information that may be required to make a full analysis of Titan, OpenPayd or the Proposed Business Combination. Viewers of this Presentation should each make their own evaluation of Titan, OpenPayd and the Proposed Business Combination, and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. Nothing herein should be construed as legal, financial, tax or other advice. You should consult your own advisers concerning any legal. financial, tax or other considerations concerning the opportunity described herein. The general explanations included in this Presentation cannot address, and are not intended to address, your specific investment objectives, financial situations or financial needs. Cantor Fitzgerald & Co. (the “Placement Agent”) is acting placement agent in connection with the Proposed Business Combination. The Placement Agent, its affiliates and any of its employees, directors, officers, contractors, advisors, members, successors, representatives or agents make no representation or warranty as to the accuracy or completeness of this Presentation, and shall have no liability for any representations (express or implied) contained in, or for any omissions from, this Presentation or any other written or oral communications transmitted to the recipient in the course of its evaluation of Titan, OpenPayd and the Proposed Business Combination. The only information that will have any legal effect and upon which an interested party may rely upon will be that in such representations and warranties as may be contained in a definitive agreement between such party and Titan or OpenPayd relating to the Proposed Business Combination, if any. Forward - Looking Statements This Presentation 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 Business Combination. These statements are based on various assumptions, whether or not identified in this Presentation, 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 Business Combination, 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 Business Combination or that the approval of shareholders is not obtained; failure to realize the anticipated benefits of the Proposed Business Combination; 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 Business Combination; 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 Business Combination 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 Presentation. 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 Presentation. Accordingly, undue reliance should not be placed upon the forward - looking statements. Financial Information: Non - IFRS Financial Measures The financial information contained in this Presentation has been taken from, or prepared based on, the historical financial statements of OpenPayd for the periods presented. OpenPayd’s historical financial information is prepared in accordance with international financial reporting standards (“IFRS”). Such information has been audited in accordance with Public Company Oversight Board standards. Certain monetary amounts, percentages and other figures included in this Presentation have been subject to rounding adjustmen ts. Certain other amounts that appear in this Presentation may not sum due to rounding. This Presentation includes certain financial measures not presented in accordance with IFRS, including earnings before interest, taxes, depreciation and amortization (“EBITDA”) and Annual Recurring Revenue (“ARR”). These non - IFRS financial measures are not measures of financial performance in accordance with IFRS and may exclude items that are significant in understanding and assessing OpenPayd’s financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under IFRS. You should be aware that OpenPayd’s presentation of these measures may not be comparable to similarly titled measures used by other companies. OpenPayd believes these non - IFRS measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to OpenPayd’s financial condition and results of operations. This Presentation contains financial forecasts for OpenPayd with respect to certain financial results for OpenPayd’s fiscal years through 2026 which include projected non - IFRS financial measures, including EBITDA and ARR. Neither Titan’s nor OpenPayd’s independent auditors have audited, studied, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this Presentation. These projections are forward - looking statements and should not be relied upon as being necessarily indicative of future results. See “Forward - Looking Statements” on Slide 3 of this Presentation. In this Presentation, certain of the above - mentioned projected information has been provided for purposes of providing comparisons with historical data. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of OpenPayd or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this Presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. Industry and Market Data ; Trademarks This Presentation has been prepared by Titan and OpenPayd and includes market data and other statistical information from sources believed by Titan and OpenPayd to be reliable, including independent industry publications, governmental publications or other published independent sources . Some data is also based on the good faith estimates of Titan and OpenPayd, which are derived from their review of internal sources as well as the independent sources described above . While OpenPayd is not aware of any misstatements regarding the industry data presented herein, its estimates involve risks and uncertainties and are subject to change based on various factors . No representations or warranties expressed or implied are given in, or in respect of, this Presentation by any party, including the Placement Agent . Although OpenPayd and Titan believe these sources are reliable, they have not independently verified the information and cannot guarantee its accuracy and completeness . As such, this information is subject to change . Recipients of this Presentation should not consider its contents, or any prior or subsequent communications from or with OpenPayd, Titan or the Sponsor or their respective representatives, including the Placement Agent, as investment, legal, financial or tax advice . This Presentation contains preliminary information only, is subject to change at any time and is not, and should not be assumed to be, complete or to constitute all of the information necessary to adequately make an informed decision regarding your engagement with OpenPayd and Titan . OpenPayd and Titan own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses . This Presentation also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners . The use or display of third parties’ trademarks, service marks, trade names or products in this Presentation is not intended to and does not imply a relationship with OpenPayd and Titan, or an endorsement or sponsorship by or of OpenPayd and Titan . Solely for convenience, the trademarks, service marks and trade names referred to in this Presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that OpenPayd and Titan will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names . Additional Information and Where to Find It This Presentation relates to the Proposed Business Combination. This Presentation 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 Business Combination, 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 Business Combination. 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 Business Combination. 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 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 Business Combination. 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 Presentation relates to the Proposed Business Combination 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 Business Combination 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.
Item 9.01 - Financial Statements and Exhibits
190 words
Item 9.01 Financial Statements and Exhibits. (d) Exhibits EXHIBIT INDEX Exhibit No. Description 2.1§ Business Combination Agreement dated June 1, 2026 10.1† Key Company Shareholder Support Agreement, dated June 1, 2026 10.2 Amendment to Sponsor Letter Agreement, dated June 1, 2026 10.3 Sponsor Support Agreement, dated June 1, 2026 10.4§ Non-Competition Agreement, dated June 1, 2026 10.5 Form of Lock-Up Agreement 10.6 Form of Amended and Restated Registration Rights Agreement 99.1 Press Release, dated June 1, 2026 99.2 Investor Presentation, dated June 2026. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) § Certain exhibits or schedules to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request. † As permitted by Regulation S-K, Item 601(b)(10)(iv) of the Securities Act of 1934, as amended, certain confidential portions of this exhibit have been redacted from the publicly filed document. The Registrant agrees to furnish a supplemental copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon its request. 8