TACH 10-K & 10-Q changes, risk factors and insider trading
Titan Acquisition Corp. (also TACHU, TACHW) · Nasdaq · Blank Checks · CIK 2009183 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare (only one so far)..
What changed in the latest 10-Q
Risk Factors
As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. For additional risks relating to our operations carefully consider the factors discussed in “Risk Factors” of our Prospectus dated April 8, 2025 and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which could materially affect our business, financial condition or future results. There have been no material changes during fiscal year 2026 to the risk factors that were included in the Prospectus.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
“As of June 30, 2026 and December 31, 2025, the Company had cash balances of $247,336 and $720,301, respectively. The working capital was a deficit of $996,010 and surplus of $131,015 as of June 30, 2026 and December 31, 2025, respectively. …”see in full comparison
“On April 10, 2025, the Company consummated its IPO”) of 27,600,000 Units, including 3,600,000 Units issued pursuant to the exercise of the underwriters’ over-allotment option at a price of $10.00 per Unit, generating gross proceeds to the Company of $276,000,000. Simultaneously with the closing of the IPO, pursuant to the amended and restated private placement warrant purchase agreement, dated April 10, 2025, between the Company and Titan Acquisition Sponsor Holdco LLC, and the private placement warrant purchase agreement, dated April 8, 2025, between the Company and Cantor Fitzgerald & Co. …”see in full comparison
“At Closing, Titan shareholders will receive one PubCo ordinary share for each Titan share held (subject to redemption rights), and Titan warrants will convert into equivalent PubCo warrants. The Company’s shareholders will receive PubCo ordinary shares with an aggregate value of $800,000,000. Consummation of the Transactions is subject to customary closing conditions, including Titan shareholder approval, effectiveness of a Form F-4 registration statement, Nasdaq listing approval, and a minimum aggregate transaction proceeds condition of $130,000,000. …”see in full comparison
“For the three months ended June 30, 2026 and 2025, the Company reported net income of $2,072,871 and $2,632,084, respectively. Net income for the periods was driven primarily by investment income earned on funds held in the Trust Account of $2,550,258 and $2,573,413, respectively, and other income of $4,228 and $5,249, respectively. These amounts were partially offset by general and administrative expenses of $481,615 in 2026, while 2025 included a net general and administrative benefit of $53,422.”see in full comparison
“For the six months ended June 30, 2026 and 2025, the Company reported net income of $3,913,589 and $2,553,790, respectively. Net income for the respective periods was primarily attributable to investment income earned on funds held in the Trust Account of $5,061,583 and $2,573,413, and other income of $10,335 and $5,247, respectively, partially offset by general and administrative expenses of $1,158,329 and general and administrative income of $24,870, respectively.”see in full comparison
“On June 1, 2026, Titan Acquisition Corp (“Titan”) entered into a Business Combination Agreement with OpenPayd Global Holdings Limited (“PubCo”), OpenPayd Holdings Limited (the “Company”), Titan’s sponsor, and the Company’s shareholders. Under the agreement, Titan will merge with and into PubCo, and PubCo will separately acquire the Company, such that the Company becomes a wholly owned subsidiary of PubCo (together, the “Transactions”).”see in full comparison
Full comparison: every changed paragraph (13)
On June 1, 2026, Titan Acquisition Corp (“Titan”) entered into a Business Combination Agreement with OpenPayd Global Holdings Limited (“PubCo”), OpenPayd Holdings Limited (the “Company”), Titan’s sponsor, and the Company’s shareholders. Under the agreement, Titan will merge with and into PubCo, and PubCo will separately acquire the Company, such that the Company becomes a wholly owned subsidiary of PubCo (together, the “Transactions”).
At Closing, Titan shareholders will receive one PubCo ordinary share for each Titan share held (subject to redemption rights), and Titan warrants will convert into equivalent PubCo warrants. The Company’s shareholders will receive PubCo ordinary shares with an aggregate value of $800,000,000. Consummation of the Transactions is subject to customary closing conditions, including Titan shareholder approval, effectiveness of a Form F-4 registration statement, Nasdaq listing approval, and a minimum aggregate transaction proceeds condition of $130,000,000. The Business Combination Agreement may be terminated under certain circumstances, including if Closing has not occurred by December 31, 2026.
On April 10, 2025, the Company consummated its IPO”) of 27,600,000 Units, including 3,600,000 Units issued pursuant to the exercise of the underwriters’ over-allotment option at a price of $10.00 per Unit, generating gross proceeds to the Company of $276,000,000. Simultaneously with the closing of the IPO, pursuant to the amended and restated private placement warrant purchase agreement, dated April 10, 2025, between the Company and Titan Acquisition Sponsor Holdco LLC, and the private placement warrant purchase agreement, dated April 8, 2025, between the Company and Cantor Fitzgerald & Co. and Odeon Capital Group LLC, the Company completed the private sale of 8,110,056 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $8,110,056. Each Private Placement entitles the holder thereof to purchase one Class A ordinary share at $11.50 per share.
Upon the closing of the Initial Public Offering and the Private Placement, $277,380,000 ($10.05 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a Trust Account.
We have not engaged in any
operations or generated any revenues to date. Our activities for the period from inception through MarchJune 31,30, 2026 have been limited to
organizational activities and those necessary to prepare for our initial public offering. We will not generate operating revenues until
the completion of our initial business combination. We expect to generate non-operating income in the form of interest income on cash
and cash equivalents held in the trust account.
For the three months ended June 30, 2026 and 2025, the Company reported net income of $2,072,871 and $2,632,084, respectively. Net income for the periods was driven primarily by investment income earned on funds held in the Trust Account of $2,550,258 and $2,573,413, respectively, and other income of $4,228 and $5,249, respectively. These amounts were partially offset by general and administrative expenses of $481,615 in 2026, while 2025 included a net general and administrative benefit of $53,422.
For the six months ended June 30, 2026 and 2025, the Company reported net income of $3,913,589 and $2,553,790, respectively. Net income for the respective periods was primarily attributable to investment income earned on funds held in the Trust Account of $5,061,583 and $2,573,413, and other income of $10,335 and $5,247, respectively, partially offset by general and administrative expenses of $1,158,329 and general and administrative income of $24,870, respectively.
For the three months ended March 31, 2026 and
2025 we had a net income (loss) of 1,840,719 and (78,292) respectively, primarily comprised of unrealized return on investments held
in trust account and general and administrative costs related to our Initial Public Offering.
Our liquidity needs were
satisfied prior to the completion of Initial Public Offering through $25,000 received from the sponsor for the issuance of the founder
shares to our sponsor and up to $300,000 in loans from our sponsor under an unsecured promissory note. As of MarchJune 31,30, 2026, we
had not borrowed any amount under the promissory note with our sponsor to be used for a portion of the expenses of this offering.
As of June 30, 2026 and December 31, 2025, the Company had cash balances of $247,336 and $720,301, respectively. The working capital was a deficit of $996,010 and surplus of $131,015 as of June 30, 2026 and December 31, 2025, respectively. The Company has incurred and expects to continue to incur significant costs primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination, and to pay income taxes to the extent the interest earned on the Trust Account is not sufficient to pay the Company’s income taxes. The Company’s mandatory liquidation date, absent a consummated business combination, is April 10, 2027 which is within one year from the issuance date of these condensed financial statements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these condensed financial statements are issued. Management intends to complete a business combination within the next six months. In addition, the Company’s Sponsor, officers, and directors have agreed to waive certain future administrative fees to preserve cash resources and may, but are not obligated to, provide working capital loans in such amounts and at such times as they determine in their sole discretion.
As of MarchJune 31,30, 2026, we
did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or
contractual obligations. No unaudited quarterly operating data is included as we have not conducted any operations to date.
We do not have any long-term
debt, capital lease obligations, operating lease obligations or long-term liabilities, other than anthe agreement to pay an aggregate of $30,000 per month to the Sponsor
or an affiliate thereof $10,000 per month for office space, utilities, and secretarial and administrative support.support and $10,000 per month for
consulting services. We began incurring these fees on April 10, 2025 and will continue to incur these fees monthly until the earlier
of the completion of the Business Combination and our liquidation.
The preparation of financial
statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date
of the financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant
judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that
existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term
due to one or more future confirming events. Accordingly, actual results could materially differ from those estimates. As of MarchJune 31,30,
2026, we did not have any critical accounting estimates to be disclosed.
TACH insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding TACH (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Millennium Management (Israel Englander) | 2026-06-30 | 1,411,602 | $14.7M | 0.01% | Reduced 1% |
| D. E. Shaw & Co. | 2026-06-30 | 1,353,849 | $14.1M | 0.01% | No change |
| Two Sigma Investments | 2026-06-30 | 854,110 | $8.9M | 0.01% | No change |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 10,008 | $104.2K | 0.0% | Reduced 5% |