Titan Acquisition announced a definitive Business Combination Agreement with OpenPayd, valuing the share acquisition at $800 million (less a transaction fee), alongside a merger of Titan into PubCo with Titan securities converting into equivalent PubCo securities. The deal includes a $130 million minimum proceeds condition, Nasdaq listing approval, and standard regulatory and shareholder approvals. To support closing, Titan secured a key shareholder support pact with OpenPayd founder Ozan Ozerk, a sponsor support agreement, an amendment adding a five-year performance earnout on sponsor equity, a non-compete with the key shareholder effective at closing, and a sponsor commitment to transfer PubCo shares and warrants to the key shareholder at closing.
Agreement 1: Titan Acquisition and OpenPayd Announce $800 Million Business Combination
- Agreement type: Business Combination Agreement (merger and share acquisition)
- Counterparty: OpenPayd Global Holdings and OpenPayd Holdings
- Signed / Effective: Jun 01 2026 / same
- Duration / Termination: Until closing or termination
- Reason: Create a publicly listed fintech platform and scale growth
Agreement 2: Titan Secures Key Shareholder Support From OpenPayd Founder for Business Combination
- Agreement type: Shareholder support agreement
- Counterparty: Ozan Ozerk
- Signed / Effective: Jun 01 2026 / same
- Duration / Termination: Until closing or termination
- Reason: Secure shareholder approval and reduce execution risk
Agreement 3: Titan Sponsor Agrees to Voting Support and Prior Deal Cost Reimbursement
- Agreement type: Sponsor support agreement
- Counterparty: Titan Acquisition Sponsor Holdco and Insiders
- Signed / Effective: Jun 01 2026 / same
- Duration / Termination: Until closing or termination
- Reason: Ensure voting support and cover prior transaction costs
Agreement 4: Titan Amends Sponsor Letter to Add Five-Year Earnout Tied to Share Price
- Agreement type: Amendment to sponsor letter agreement with performance-based earnout
- Counterparty: Titan Acquisition Sponsor Holdco and Insiders
- Signed / Effective: Jun 01 2026 / same
- Duration / Termination: 5 years earnout measurement period
- Reason: Align sponsor incentives with long-term stock performance
Agreement 5: PubCo and Titan Sign Non-Competition Agreement With OpenPayd Key Shareholder
- Agreement type: Non-competition agreement effective at closing
- Counterparty: Ozan Ozerk
- Signed / Effective: Jun 01 2026 / At closing
- Duration / Termination: 2 years post-closing
- Reason: Protect the combined company after closing
Agreement 6: Titan Sponsor to Transfer 1,035,000 PubCo Shares and 1,216,508 Warrants to Key Shareholder
- Agreement type: Share and warrant transfer commitment contingent on closing
- Counterparty: Ozan Ozerk
- Signed / Effective: Jun 01 2026 / At closing
- Duration / Termination: One-time transfer at closing
- Reason: Facilitate termination of prior shareholders’ agreement and secure support
Original SEC Filing:
This is an AI-powered summary. It may contain inaccuracies. Consider verifying important information with the source. Please note this summary is solely based on documents filed with the SEC.