{"url_path":"/sec/tachw/8-k/2026-06-01/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/2009183/0001829126-26-005923-index.html","accession_number":"0001829126-26-005923","cik":"0002009183","ticker":"TACH","issuer_name":"Titan Acquisition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2009183/0001829126-26-005923-index.html","primary_entity_key":"0002009183","primary_entity_name":"Titan Acquisition Corp."},"word_count":3022,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn June 1, 2026, Titan Acquisition\nCorp, a Cayman Islands exempted company (“Titan”), entered into a Business Combination Agreement (the “Business Combination\nAgreement”), by and among OpenPayd Global Holdings Limited, a Cayman Islands exempted company (“PubCo”), Titan Acquisition\nSponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), solely in its capacity as the Purchaser Representative,\nOpenPayd Holdings Limited, a company limited by shares incorporated in England and Wales (“Company”), Ozan Özerk, solely\nin his capacity as the Company Shareholders Representative, and the shareholders of the Company party thereto (collectively, the “Parties”).\nCapitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement.\n\n \n\n**Merger and Share Acquisition**\n\n \n\nPursuant to the terms of the\nBusiness Combination Agreement, among other things: (a) Titan will merge with and into PubCo (the “Merger”), as a result of\nwhich the separate corporate existence of Titan will cease and PubCo will continue as the surviving company, and each issued and outstanding\nsecurity of Titan immediately prior to the effective time of the Merger (the “Merger Effective Time”) will no longer be outstanding\nand will automatically be cancelled and extinguished, in exchange for the right of the holder thereof to receive a substantially equivalent\nsecurity of PubCo; and (b) PubCo will acquire all of the issued and outstanding Company shares from the Company shareholders in exchange\nfor the issuance to the Company shareholders of PubCo ordinary shares (the “Share Acquisition” and, together with the Merger,\nthe “Transactions”), such that the Company will be a direct wholly owned subsidiary of PubCo.\n\n \n\n**Consideration**\n\n \n\nAs consideration for the Merger,\neach issued and outstanding Titan ordinary share will automatically be converted into and exchanged for the right to receive one PubCo\nordinary share, except that Titan’s public shareholders will be entitled to elect instead to have their Titan Class A ordinary shares\nredeemed and receive a pro rata portion of Titan’s trust account, as provided in Titan’s amended and restated memorandum and\narticles of association. Additionally, each issued and outstanding Titan public warrant will automatically be converted into and exchanged\nfor the right to receive one PubCo public warrant, and each issued and outstanding Titan private warrant will automatically be converted\ninto and exchanged for the right to receive one PubCo private warrant. Each of the PubCo public warrants and PubCo private warrants will\nhave substantially the same terms and conditions as are in effect with respect to the Titan public warrants and Titan private warrants\nimmediately prior to the Merger Effective Time.\n\n \n\nUnder the Business Combination\nAgreement, at the closing of the Transactions (the “Closing”), in consideration for the purchase of the Company shares, PubCo\nwill issue to the Company shareholders their pro rata portion of an aggregate number of PubCo ordinary shares with an aggregate value\n(based on the redemption price payable for Titan Class A ordinary shares) equal to $800,000,000 less the Company Advisor Transaction Fee\nAmount (as defined below).\n\n \n\nIn addition, at the Closing,\nPubCo will issue to Anne Martina Limited (the “Company Advisor”) a number of PubCo ordinary shares (the “Company Advisor\nTransaction Fee Shares”) in satisfaction of a transaction fee payable to the Company Advisor (the “Company Advisor Transaction\nFee Amount”), calculated as set forth in the Business Combination Agreement. The number of Company Advisor Transaction Fee Shares\nwill be equal to the quotient of the Company Advisor Transaction Fee Amount divided by the redemption price payable for Titan Class A\nordinary shares, rounded down to the nearest whole PubCo ordinary share.\n\n \n\n**Registration Statement and Shareholder Approval**\n\n \n\nPubCo will prepare and file\nwith the Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4 (the “Registration Statement”),\nwhich will include a proxy statement/prospectus of Titan, for the purpose of soliciting proxies from the Titan shareholders for the matters\nto be acted upon at an extraordinary general meeting of the holders of Titan ordinary shares (the “Extraordinary Meeting”)\nand, if applicable, for the purpose of soliciting proxies or votes from the Titan warrantholders for the matters to be acted upon at an\nextraordinary meeting of the warrantholders (the “Special Warrantholder Meeting”), and providing the Titan shareholders an\nopportunity to have their Titan Class A ordinary shares redeemed in conjunction with the shareholder vote.\n\n \n\n1\n\n \n\n \n\nTitan may consummate the Transactions\nonly if approved by a special resolution, being the affirmative vote of the holders of at least two-thirds of all then outstanding Titan\nordinary shares who, being present and entitled to vote at the Extraordinary Meeting, vote at the Extraordinary Meeting.\n\n \n\n**Representations and Warranties; Covenants**\n\n \n\nThe Parties have made customary\nrepresentations, warranties and covenants in the Business Combination Agreement, including, among other things, covenants with respect\nto the conduct of the business of Titan, PubCo and the Company prior to the Closing. The representations and warranties of the Parties\nwill not survive Closing, except for fraud claims, which will survive indefinitely.\n\n \n\n**Closing Conditions**\n\n \n\nThe Closing of the Transactions\nis subject to certain customary conditions of the respective Parties, including, among other things, that: (a) any required consents of\ngovernmental authorities shall have been obtained; (b) the applicable Titan shareholder approval shall have been obtained; (c) no governmental\nauthority shall have enacted, issued, promulgated, enforced or entered any law or order making the Transactions illegal or otherwise preventing\nor prohibiting consummation of the Transactions; (d) the PubCo ordinary shares and PubCo warrants shall have been approved for listing\non Nasdaq; (e) the Registration Statement shall have become effective in accordance with the provisions of the Securities Act, no stop\norder shall have been issued by the SEC which remains in effect with respect to the Registration Statement, and no proceeding seeking\nsuch a stop order shall have been threatened or initiated by the SEC which remains pending; (f) since the date of the Business Combination\nAgreement, there shall not have occurred any material adverse effect with respect to Titan, the Company or PubCo, as applicable, that\nis continuing and uncured; (g) the representations and warranties of the Parties shall be true and correct as of the Closing, subject\nto certain materiality exceptions; (h) each Party shall have performed in all material respects all of its obligations under the Business\nCombination Agreement to be performed on or prior to the Closing; (i) the Aggregate Transaction Proceeds shall be at least equal to $130,000,000\n(the “Minimum Proceeds Amount”), subject to certain adjustments for transaction expenses; and (j) PubCo, Titan, the Company\nand the Company shareholders shall have delivered certain certificates and other closing deliverables.\n\n \n\n**Termination**\n\n \n\nThe Business Combination Agreement\nmay be terminated under certain customary and limited circumstances at any time prior to the Closing, including, among other reasons:\n(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\nhave been satisfied or waived by December 31, 2026; (c) by either Titan or the Company if any governmental authority of competent jurisdiction\nshall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and\nsuch order or other action has become final and non-appealable; (d) by the Company upon a material breach of any warranty, covenant or\nagreement on the part of Titan set forth in the Business Combination Agreement, or if any warranty of Titan becomes untrue or materially\ninaccurate, in each case such that the related closing conditions contained in the Business Combination Agreement are not satisfied, subject\nto customary exceptions and cure rights; (e) by Titan upon a material breach of any warranty, covenant or agreement on the part of the\nCompany, PubCo or the Company shareholders set forth in the Business Combination Agreement, or if any warranty of the Company, PubCo or\nthe Company shareholders becomes untrue or inaccurate, in each case such that the related closing conditions contained in the Business\nCombination Agreement are not satisfied, subject to customary exceptions and cure rights; (f) by the Company if there has been a Titan\nadverse recommendation change; (g) by either Titan or the Company if the Extraordinary Meeting or the Special Warrantholder Meeting, as\napplicable, is held and has concluded, the Titan shareholders or warrantholders, as applicable, have duly voted and the required shareholder\napproval or warrantholder approval, as applicable, has not been obtained; (h) by the Company if the Aggregate Transaction Proceeds condition\nfails to be satisfied; or (i) by the Company if Titan shall have failed to deliver Subscription Agreements and/or Non-Redemption Agreements\nproviding for Available Financing Proceeds equal to or exceeding the Minimum Proceeds Amount within the period required by the Business\nCombination Agreement.\n\n \n\n2\n\n \n\n \n\n**Additional Agreements Executed at the Signing\nof the Business Combination Agreement**\n\n \n\n*Related Agreements*\n\n \n\nIn connection with the execution\nof the Business Combination Agreement: (a) the Key Company Shareholder, Ozan Özerk, executed a transaction support agreement (the\n“Key Company Shareholder Support Agreement”) pursuant to which, among other things, the Key Company Shareholder has agreed\nto approve the Transactions and vote his Company shares in favor of the Business Combination Agreement and the Transactions; and (b) the\nSponsor and each of the other parties thereto executed a transaction support agreement (the “Sponsor Support Agreement”) pursuant\nto which, among other things, the Sponsor has agreed to (i) approve the Transactions and vote its shares of Titan in favor of the Transactions,\nand if applicable, its Warrants of Titan in favor of the matters to be acted upon at the Special Warrantholder Meeting, and (ii) reimburse\nTitan for any and all costs and expenses incurred by Titan or the Sponsor in connection with any prior contemplated business combinations\n(including any termination or other similar fees payable in respect thereof).\n\n \n\nConcurrently with the execution\nof the Business Combination Agreement, Titan, the Sponsor and the Insiders (as defined in the Letter Agreement (as defined below)) entered\ninto an Amendment to Sponsor Letter Agreement (the “Sponsor Letter Agreement Amendment”), which amends that certain letter\nagreement, dated April 8, 2025, by and among the Sponsor, Titan and the Insiders (the “Letter Agreement”). Pursuant to the\nSponsor Letter Agreement Amendment, a new Section 5(e) was added to the Letter Agreement to provide that an aggregate of 50% of the Titan\nClass B ordinary shares held by the Sponsor (after reduction for any Titan Class B ordinary shares that represent the Transferred Shares\n(as defined below)), together with its direct and indirect investors and other investors, will be made subject to vesting and forfeiture\n(the “Purchaser Earnout Shares”) in accordance with the following terms: (1) 50% of the Purchaser Earnout Shares will become\nfully vested if, at any time through the date that is the fifth anniversary of such date (the “Purchaser Earnout Shares Vesting\nTerm”), 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\nwithin any 30 consecutive trading day period, and (2) the remaining 50% of the Purchaser Earnout Shares will become fully vested if, at\nany time during the Purchaser Earnout Shares Vesting Term, the stock price level of the Titan Class A ordinary shares is greater than\nor 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\nshares received in the Merger by the Sponsor (after reduction for the transfer of the Transferred Shares) will be subject to the same\nvesting and forfeiture conditions (the “Earnout Shares”). The Sponsor Letter Agreement Amendment will terminate automatically\nupon any termination of the Business Combination Agreement in accordance with its terms prior to the Closing.\n\n \n\nThe Sponsor has also agreed\npursuant to the Sponsor Support Agreement that, immediately prior to the Merger Effective Time, an aggregate of 50% of the Purchaser Earnout\nShares will be made subject to vesting and forfeiture in accordance with the following terms: (1) 50% of the Purchaser Earnout Shares\nwill become fully vested if, at any time through the Purchaser Earnout Shares Vesting Term, the stock price level of the Titan Class A\nordinary shares is greater than or equal to $11.50 per share for 20 trading days within any 30 consecutive trading day period, and (2)\nthe remaining 50% of the Purchaser Earnout Shares will become fully vested if, at any time during the Purchaser Earnout Shares Vesting\nTerm, 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\nany 30 consecutive trading day period. The Earnout shares will be subject to the same vesting and forfeiture conditions.\n\n \n\nIn addition, in exchange for\nthe Key Company Shareholder’s execution and delivery of a deed of termination of the Company Shareholders’ Agreement, the\nSponsor has agreed to transfer to the Key Company Shareholder, after the Merger Effective Time and concurrently with the consummation\nof the Share Acquisition, an aggregate of (1) 1,035,000 PubCo ordinary shares (the “Transferred Shares”), which shall not\nbe subject to the vesting and forfeiture conditions applicable to the Purchaser Earnout Shares or the Earnout Shares, and (2) 1,216,508\nPubCo private warrants (the “Transferred Warrants”).\n\n \n\n3\n\n \n\n \n\nAdditionally, concurrently\nwith the execution of the Business Combination Agreement, PubCo, Titan and the Company entered into a Non-Competition Agreement (the “Non-Competition\nAgreement”) with the Key Company Shareholder, which will be effective as of the Closing and will provide for a restricted period\nfrom the Share Acquisition Closing until the second anniversary of the Share Acquisition Closing Date.\n\n \n\nThe Business Combination Agreement\nfurther provides that, prior to the Closing, PubCo will approve and adopt a liquidity event plan (the “Liquidity Event Plan”)\nfor certain beneficial owners of Company shares holding Class B and/or Class C ordinary shares of the Company (the “Participating\nShareholders”). Under the Liquidity Event Plan, each Participating Shareholder will have the right, exercisable during the six-month\nperiod commencing on the date such PubCo ordinary shares become freely tradeable, to require PubCo to purchase up to 15% of the PubCo\nordinary shares held by such Participating Shareholder at a purchase price of $7.50 per share, subject to an aggregate cap of $10,000,000\nand PubCo’s determination that such repurchases would not adversely affect its ability to continue as a going concern. PubCo will\nhave the right during such period to purchase from each Participating Shareholder up to 15% of the PubCo ordinary shares held by such\nParticipating Shareholder at a purchase price of $12.50 per share.\n\n \n\nThe Business Combination Agreement\nalso provides that, prior to the Closing, PubCo will approve (and the Key Company Shareholder as the sole shareholder of PubCo will approve)\nand adopt an equity incentive plan (the “Pubco Equity Incentive Plan”) with a total pool of awards equal to 10% of the PubCo\nordinary shares to be issued and outstanding (on a fully diluted basis) as of the Closing, with such changes or modifications thereto\nas the Company and PubCo may mutually agree. Within seven Business Days following the expiration of the 60-day period following the date\nPubCo has filed current Form 10 information with the SEC reflecting its status as an entity that is not a shell company, PubCo will file\nan effective registration statement on Form S-8 (or other applicable form) with respect to PubCo ordinary shares issuable under the PubCo\nEquity Incentive Plan.\n\n \n\nAt the Closing, each of the\nCompany shareholders holding in excess of five percent of the fully-diluted equity securities of the Company shall enter into a Lock-Up\nAgreement (the “Lock-Up Agreement”) with PubCo. By no later than the Closing, PubCo, Titan, the Sponsor, certain investment\nbanks and the Key Company Shareholder shall enter into a new registration rights agreement (the “New Registration Rights Agreement”),\neffective as of the Closing, replacing the Registration Rights Agreement dated April 8, 2025 by and among the Sponsor and the other “Holders”\nnamed therein. Between the execution of the Business Combination Agreement and Closing, Titan and PubCo plan to enter into Subscription\nAgreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the\nPIPE Investors will subscribe for and purchase Titan ordinary shares immediately prior to the Merger Effective Time.\n\n \n\nThe Business Combination Agreement\nalso provides that, as promptly as practicable following execution, the Parties will use their respective reasonable best efforts to enable\nTitan to redeem or repurchase all of the issued and outstanding Titan warrants (other than any Titan private warrants representing the\nTransferred Warrants) at a mutually acceptable price per warrant, or such other treatment as mutually agreed between Titan and the Company,\nprior to or concurrently with the Closing (the “Warrant Amendment”). In connection with the Warrant Amendment, Titan will\nsolicit approval from the public warrantholders at the Special Warrantholder Meeting and obtain written consent from the Sponsor and other\nholders of Titan private warrants.\n\n \n\nAdditionally, from and after\nthe execution of the Business Combination Agreement, Titan is required to use its reasonable best efforts to procure, and deliver to PubCo\nand the Company, definitive written agreements in the form of Subscription Agreements with PIPE Investors and/or non-redemption agreements\nwith holders of Titan Class A ordinary shares (the “Non-Redemption Agreements”), providing, in the aggregate, for Available\nFinancing Proceeds in an amount equal to or exceeding the Minimum Proceeds Amount, together with a written statement from Titan’s\ninvestment banker identifying any third-party investors that have agreed to acquire Titan Class A ordinary shares having a value not less\nthan $1,000,000 at a price per share greater than 100% of the redemption price and not tender such shares for redemption.\n\n \n\n4\n\n \n\n \n\nThe foregoing descriptions\nof the Business Combination Agreement, Key Company Shareholder Support Agreement, Sponsor Support Agreement, Sponsor Letter Agreement\nAmendment, Non-Competition Agreement, form of Lock-Up Agreement and New Registration Rights Agreement do not purport to be complete and\nare qualified in their entirety by the terms and conditions of the Business Combination Agreement, Key Company Shareholder Support Agreement,\nSponsor Letter Agreement Amendment, Sponsor Support Agreement, Non-Competition Agreement, form of Lock-Up Agreement and New Registration\nRights 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\nherein."}