Black Titan Corp 20-F for FY2025

Black Titan Corp (BTTC)

20-F 2025-11-28 For: 2025-07-31

Added on April 10, 2026

About this 20-F

Black Titan Corp filed this 20-F on November 28, 2025, covering the fiscal year ended July 31, 2025 (FY2025).

Headline figures

Fiscal year ended July 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $163.17K
Diluted EPS: -$163,173.00

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Not applicable		Cayman Islands
(Translation of Registrant’s name into English)		(Jurisdiction of incorporation or organization)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares, $0.001 par value per share		BTTC		Nasdaq Capital Market

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Emerging growth company	☒

	Page

Defined Terms	2
Cautionary Note Regarding Forward-Looking Statements	3
PART I	4
Item 1. Identity of Directors, Senior Management and Advisers	4
Item 2. Offer Statistics and Expected Timetable	4
Item 3. Key Information	4
Item 4. Information on the Company	27
Item 4A. Unresolved Staff Comments	40
Item 5. Operating and Financial Review and Prospects	40
Item 6. Directors, Senior Management and Employees	51
Item 7. Major Shareholders and Related Party Transactions	56
Item 8. Financial Information	57
Item 9. The Offer and Listing	57
Item 10. Additional Information	57
Item 11. Quantitative and Qualitative Disclosures about Market Risk	65
Item 12. Description of Securities Other than Equity Securities	65
PART II	66
PART III	68
Item 17. Financial Statements	68
Item 18. Financial Statements	68
Item 19. Exhibits	69
SIGNATURES	70

	●	the Company’s ability to grow market share in its existing markets or any new markets it may enter;

	●	the Company’s ability to execute its growth strategy, manage growth and maintain its corporate culture as it grows;

	●	the regulatory environment and changes in laws, regulations or policies in the jurisdictions in which the Company operates;

	●	political instability in the jurisdictions in which the Company operates;

	●	anticipated technology trends and developments and the Company’s ability to address those trends and developments with its products and offerings;

	●	the ability to protect information technology systems and platforms against security breaches or otherwise protect confidential information or platform users’ personally identifiable information;

	●	the risk that the Business Combination disrupts current plans and operations of the Company as a result of the consummation of the Business Combination;

	●	man-made or natural disasters, including war, acts of international or domestic terrorism, civil disturbances, occurrences of catastrophic events and acts of God such as floods, earthquakes, wildfires, typhoons and other adverse weather and natural conditions that affect the Company’s business or assets;

	●	the loss of key personnel and the inability to replace such personnel on a timely basis or on acceptable terms;

	●	PubCo’s ability to raise financing in the future;

	●	exchange rate fluctuations;

	●	legal, regulatory and other proceedings;

	●	changes in interest rates or rates of inflation;

	●	tax laws and the interpretation and application thereof by tax authorities in the jurisdictions where the Company operates;

	●	PubCo’s ability maintain the listing of its securities on Nasdaq; and

	●	the other matters described in the section titled “Risk Factors.”

	●	The Company Group depends on licenses, reseller contracts and distribution agreements with third-party software vendors to provide its services. Changes in their terms or a vendor’s ending its relationship with the Company Group could have a material adverse effect on its financial performance and prospects.

	●	The Company Group faces competition from other HCM solutions providers and vendors. If the Company Group is unable to compete effectively, the Company Group’s business, operating results or financial condition could be adversely affected.

	●	The Company Group depends on a few customers for a significant part of its revenue.

	●	Because of the high cost of HCM solutions, the Company Group’s target market is limited to large organizations with substantial human resources budgets.

	●	The project-based and contract-based nature of the Company Group’s business and the timing of delivery may lead to fluctuations in the Company Group’s revenue, profit and operating cash flow.

	●	The Company Group’s success depends on growth in market acceptance of the digitalization of human resources processes and related services that it provides.

	●	If the Company Group is unable to rapidly grow its sales force, it will not be able to grow its business at the rate that it anticipates, which could harm its business, operations and financial condition.

	●	Because the Company Group’s long-term success depends, in part, on its ability to expand the sales of its solution to customers located outside of Malaysia, its business will be subject to risks associated with international operations.

	●	Changes in laws and regulations related to the Internet or changes in the Internet infrastructure itself may diminish the demand for the Company Group’s solutions, and could have a negative impact on its business.

	●	The Company Group’s business is subject to numerous legal and regulatory risks that could have an adverse impact on its business and prospects.

	●	The Company Group’s international operations are, and its strategy to expand internationally will be, subject to increased challenges and risks.

	●	The Company Group’s revenue and net income may be materially and adversely affected by any economic slowdown or developments in the social, political, regulatory and economic environments in Asia as well as globally.

	●	Uncertainties with respect to the legal system in certain markets in Malaysia could adversely affect the Company Group’s business.

	●	The Company Group could face uncertain tax liabilities in various jurisdictions where it operates, and suffer adverse financial consequences as a result.

	●	The Company Group’s third party HCM solutions, Oracle PeopleSoft HCM, Oracle PeopleSoft Financials, DayForce HCM, SunFish WorkPlaze HR, and MiHCM Cloud, are exposed to the risk of security breaches.

	●	Privacy concerns, evolving regulation of cloud computing, cross-border data transfer, and other domestic or foreign laws and regulations may reduce the adoption of the Company Group’s solutions, resulting in significant costs and compliance challenges, and adversely affect its business and operating results.

	●	One of the Company Group’s solutions utilize open source software, and any failure to comply with the terms of one or more of these open source licenses could negatively affect the Company Group’s business.

	●	TalenTec’s management team has limited experience managing a public company.

	●	In the future, if PubCo fails to implement and maintain an effective system of internal controls, PubCo may be unable to accurately report its results of operations, meets its reporting obligations or prevent fraud, and investor confidence and the market price of PubCo Ordinary Shares may be materially and adversely affected.

	●	If PubCo ceases to qualify as a foreign private issuer, it would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and it would incur significant additional legal, accounting, and other expenses that it would not incur as a foreign private issuer.

	●	Because PubCo is a foreign private issuer and is exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if it were a domestic issuer.

	●	Although as a foreign private issuer, PubCo is exempt from certain corporate governance standards applicable to US domestic issuers, if PubCo cannot continue to satisfy, the rules of the Trading Market, PubCo’s securities may not be listed or may be delisted, which could negatively affect the price of its securities and your ability to sell them.

	●	You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because PubCo is incorporated under Cayman Islands law.

	●	PubCo will be deemed to be an “emerging growth company” and, as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, PubCo Ordinary Shares may be less attractive to investors.

	●	There can be no assurance that the PubCo Ordinary Shares will remain listed on the Trading Market after approval of its listing, or that PubCo will be able to comply with the continued listing standards of the Trading Market.

	●	A market for PubCo’s securities may not continue, which would adversely affect the liquidity and price of PubCo’s securities.

	●	If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of PubCo’s securities may decline.

	●	If PubCo or any subsidiary were a passive foreign investment company for U.S. federal income tax purposes for any taxable year, U.S. Holders of Ordinary Shares could be subject to adverse U.S. federal income tax consequences.

	●	adapt more rapidly to new or emerging technologies and changes in client requirements;

	●	develop superior products or services, gain greater market acceptance and expand their product and service offerings more efficiently or rapidly;

	●	offer products and services that the Company Group may not offer or bundle products and services in a manner that provides them with a price advantage;

	●	offer products that can be integrated with other software or systems, whereas the Company Group’s software solutions may not allow for such integration;

	●	establish and maintain partnerships with third parties that enhance and expand their product offerings;

	●	take advantage of acquisition and other opportunities for expansion more readily;

	●	maintain a lower cost basis;

	●	secure contractual terms and implement other client retention strategies that increases the Company Group’s costs to acquire new clients;

	●	adopt more aggressive or desirable pricing policies; or

	●	devote greater resources to the promotion, marketing and sale of their products and services.

	For the years ended July 31,
	2024				2025
Revenue generated in MYR		9,666,250	96.8	%		11,429,003	97.7	%
Revenue generated in SGD		91,828	3.2	%		82,472	2.3	%

(in USD)	For the years ended July 31,
	2024			2025
Foreign currency translation adjustment	$	(30,932	)	$	64,567

	●	the effectiveness of its marketing efforts;

	●	its ability to attract and retain new sales personnel to expand its direct sales force;

	●	its ability to retain its existing customers and attract new customers;

	●	the quality and perceived value of its services;

	●	its ability to successfully differentiate its services from those of its competitors;

	●	actions of its competitors and other third parties;

	●	positive or negative publicity about the Company Group or its industry in general;

	●	interruptions, delays or attacks on its website; and

	●	litigation or regulatory developments.

	●	its ability to attract new customers or sell additional solutions to its existing customers;

	●	the number of new customers and their employees, as compared to the number of existing customers and their employees in a particular period;

	●	the mix of customers between small, mid-sized and large organizations;

	●	the extent to which the Company Group retains existing customers and the expansion or contraction of its relationship with them;

	●	the mix of solutions sold during a period;

	●	changes in the Company Group’s pricing policies or those of its competitors;

	●	seasonal factors affecting payroll processing, demand for the Company Group’s solutions or potential customers’ purchasing decisions;

	●	the amount and timing of operating expenses, including those related to the maintenance and expansion of the Company Group’s business, operations and infrastructure;

	●	the timing and success of new solutions introduced by the Company Group and the timing of expenses related to the development of new solutions and technologies;

	●	the timing and success of current and new competitive products and services by the Company Group’s competitors;

	●	economic conditions affecting the Company Group’s customers, including their ability to outsource HCM solutions and hire employees;

	●	other changes in the competitive dynamics of the Company Group’s industry, including consolidation among competitors or customers;

	●	the Company Group’s ability to manage its existing business and future growth

	●	network outages or security breaches; and

	●	general economic, industry and market conditions.

	(a)	the organization, adaptation or alteration of personal data;

	(b)	the retrieval, consultation or use of personal data;

	(c)	the disclosure of personal data by transmission, transfer, dissemination or otherwise making available; or

	(d)	the alignment, combination, correction, erasure or destruction of personal data;

	(a)	is being processed wholly or partly by means of equipment operating automatically in response to instructions given for that purpose;

	(b)	is recorded with the intention that it should wholly or partly be processed by means of such equipment; or

	(c)	is recorded as part of a relevant filing system or with the intention that it should form part of a relevant filing system, that relates directly or indirectly to a data subject, who is identified or identifiable from that information or from that and other information in the possession of a data user, including any sensitive personal data and expression of opinion about the data subject; but does not include any information that is processed for the purpose of a credit reporting business carried on by a credit reporting agency under the Credit Reporting Agencies Act 2010 of Malaysia.

	●	inability to offer certain HCM solutions in certain foreign countries;

	●	recruiting and retaining talented and capable management and employees in foreign countries;

	●	challenges caused by distance, language, and cultural differences;

	●	customizing HCM solutions and other services that appeal to the operations of customers in international markets;

	●	competition from local HCM solution providers with significant market share in those markets and better understandings of operations of local companies;

	●	negotiating agreements with local companies that are sufficiently economically beneficial to the Company Group and protective of its rights;

	●	compliance with applicable foreign laws and regulations, including laws relating to personal data protection;

	●	compliance with anti-bribery laws, including the Malaysian Anti-Corruption Commission Act 2009;

	●	credit risk and higher levels of payment fraud;

	●	currency exchange rate fluctuations;

	●	protectionist laws and business practices that favor local businesses in some countries;

	●	double taxation of the Company Group’s international earnings and potentially adverse tax consequences due to changes in the tax laws of Malaysia or the foreign jurisdictions in which it operates;

	●	political, economic, and social instability;

	●	public health crises, such as the COVID-19 pandemic and other future health epidemics or contagious disease outbreaks, which can result in varying impacts to the Company Group’s employees, customers, vendors, and commercial partners internationally;

	●	higher costs associated with doing business internationally;

	●	export or import regulations; and

	●	trade and tariff restrictions.

	●	a limited availability for market quotations for its securities;

	●	reduced liquidity with respect to its securities;

	●	a determination that its ordinary shares is a “penny stock,” which will require brokers trading in PubCo Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for PubCo Ordinary Shares;

	●	limited amount of news and analyst coverage; and

	●	a decreased ability to issue additional securities or obtain additional financing in the future.

	●	a limited availability of market quotations for its securities;

	●	reduced liquidity for its securities;

	●	a determination that PubCo Ordinary Shares are a “penny stock” which will require brokers trading in the PubCo Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for its securities;

	●	a limited amount of news and analyst coverage; and

	●	a decreased ability to issue additional securities or obtain additional financing in the future.

	●	actual or anticipated fluctuations in PubCo’s quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

	●	changes in the market’s expectations about PubCo’s operating results;

	●	success of competitors;

	●	PubCo’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

	●	changes in financial estimates and recommendations by securities analysts concerning PubCo or the industries in which the Company Group operates;

	●	operating and share price performance of other companies that investors deem comparable to PubCo;

	●	PubCo’s ability to market new and enhanced products and technologies on a timely basis;

	●	changes in laws and regulations affecting PubCo’s business;

	●	PubCo’s ability to meet compliance requirements;

	●	commencement of, or involvement in, litigation involving PubCo;

	●	changes in PubCo’s capital structure, such as future issuances of securities or the incurrence of additional debt;

	●	the volume of PubCo Ordinary Shares available for public sale;

	●	any major change in the PubCo Board or management;

	●	sales of substantial amounts of PubCo Ordinary Shares by PubCo’s directors, executive officers or significant shareholders or the perception that such sales could occur; and

	●	general economic and political conditions such as recessions, interest rates, international currency fluctuations and acts of war or terrorism.

	●	To be recognized as a leading provider of on-premises and cloud-based SaaS HCM software solutions from world leading software companies, providing ongoing support and product upgrades, complemented with superior consulting services in the Asia Pacific region.

	●	To service a wide range of clients in multiple industries, and companies of all sizes.

	●	To maintain steady growth of revenue and profitability, by increasing product and service offerings to existing customers.

	●	To secure new clients migrating to more efficient human resource management systems in their current markets.

	●	To broaden its footprint in Singapore by tailoring marketing strategies.

	Vendors
	Oracle	Dayforce	Humanica	Microimage
Product Service	Oracle PeopleSoft HCM/ Oracle PeopleSoft Financials	Dayforce HCM	SunFish Workplaze HR	MiHCM Cloud
Licensing	√		√
SaaS Subscriptions			√	√
Consulting and Implementation	√	√	√	√
Training	√		√	√
Maintenance and Support	√		√	√

Data item	Purpose of collecting the Data	Parties to whom Data is disclosed
Employee Personal Particulars	Used in internal communications during the implementation	Senior management of the client
Employee’s Name	Stored in the personal files of a Human Resource system implemented by TalenTec.	EPF (Employee Provident Fund)
Employee’s Residential and Correspondence Address	Used when enrolling employees in statutory schemes and health insurance schemes	SOCSO (Social Security Organization)
Personal identification Number such as but not limited to Malaysian Identity card / Passport/ Police ID number/ Army ID number/ Statutory ID number		Inland Revenue Board /Tax Office
Date of birth of the employee		The bank to remit employee’s salary
Contact number of the employee		HRD Corporation
Email address of the employee		Any relevant statutory bodies
Employee’s salary particulars, bank account number, and bank branch	For remitting employee’s salary and related payments made by the Company	The bank to remit employee’s salary
Digital version of employee’s photograph	Stored in the HCM system and used within the system	Digital versions of employees’ photographs can be viewed by the authorized users, including client team leaders, senior-management and HCM system administrators.

	(a)	The Local Government Act 1976 of Malaysia empowers every local authority to create, amend or revoke any by-laws in respect of the local government area, and to grant any license or permit of any trade, occupation or premises and such license shall be subject to such conditions and restrictions as the local authority may prescribe. The Company is required to apply for business premises licenses for their operating premise from the relevant local authority and has obtained the same from the relevant local authority.

	(b)	Personal Data Protection Act 2010 (“*PDPA*”), which governs the processing of the personal data of its clients and employees.

	As of July 31,
Department	2024		2025
Accounting		1		1
Operations		30		30
Customer Services		1		1
HR & Admin		1		1
Management		4		4
Sales & Marketing		3		5
Total		40		42

	●	By virtue of the Merger, and without any action on the part of any party to the Merger Agreement or the holders of securities of Merger Sub, each share of Merger Sub that is issued and outstanding immediately prior to the Merger shall automatically be converted into an equal number of shares of Titan.

	●	By virtue of the Merger, and without any action on the part of the holders of Titan common stock, each share of Titan common stock that was issued and outstanding immediately prior to the Merger Effective was automatically cancelled and ceased to exist, in exchange for the right to receive one Black Titan Ordinary Share.

	●	By virtue of the Merger, and without any action on the part of the holders of Titan Series AA Preferred Stock each share of Titan Series AA Preferred Stock that is issued and outstanding immediately prior to the Merger was automatically cancelled and ceased to exist in exchange for the right to receive 1.07296 Black Titan Ordinary Shares.

	●	By virtue of the Merger, without any action on the part of any holder of Titan warrants or options, each Titan warrant or option that was issued and outstanding immediately prior to the Merger become a warrant or option, as applicable, to purchase that number of Black Titan Ordinary Shares equal to the number of shares of Titan Common Stock that would have been issuable upon the exercise of that warrant or option, as applicable, at an exercise price per share equal to the per share exercise price of such warrant or option, and otherwise upon the same terms and conditions, as set forth in the applicable underlying agreement. Other than as described in the immediately preceding sentence, each such warrant or option so assumed shall continue to have, and shall be subject to, the same terms and conditions as applied to the underlying warrant or option immediately prior to the Merger.

	July 31,
	2024		2025

Software Maintenance Annual Recurring Revenue	$	1,056,766	$	965,437
Cloud-Subscription Annual Recurring Revenue		291,565		342,071
Total Annual Recurring Revenue	$	1,348,331	$	1,307,508

	For the years ended July 31,
	2024			2025

Revenues	$	2,124,496		$	2,683,126
Cost of revenues		1,437,661			1,798,198
Gross profit		686,835			884,928

Operating expenses:
Selling and marketing expenses		16,822			24,773
General and administrative expenses		551,353			634,105
Total operating expenses		568,175			658,878

Income from operations		118,660			226,050

Interest expense (income)		(48,329	)		13,905
Other expenses, net		82,896			2,234
Total other expenses (income)		(34,567	)		16,139

Income before income taxes		153,227			209,911
Income tax expense		-
Net income	$	153,227		$	209,911

	Years Ended July31,
	2024		2025		Change %
Costs of revenue
In-House Employee costs
Salaries	$	642,568	$	768,303		19.4	%
Benefits and bonus		122,832		145,005		18.1	%
Disbursements		134		-
Direct costs
Third-party licenses		661,006		859,893		30.1	%
Referral fees		11,121		24,997		124.8	%
Total costs of revenue	$	1,437,661	$	1,798,198		25.1	%

Selling and marketing expenses		16,822		24,773		47.3	%
General and administrative expenses		551,353		634,105		15.0	%
Total Operating expenses	$	568,175	$	658,878		16.0	%
Total Costs of revenue and operating expenses	$	2,005,836	$	2,457,076		22.5	%

	For the Years Ended July 31,
	2024			2025
Net cash provided by (used in):
Operating activities	$	191,554		$	394,218
Investing activities		(1,526	)		(123,425	)
Financing activities		556,460			(417,205	)
Effect of exchange rate changes		(60,531	)		96,314
Net increase/(decrease) in cash, cash equivalents, and restricted cash	$	685,957		$	(50,098	)

Name	Age	Position
*Executive Officers*
Chay Weei Jye	53	Co-Chief Executive Officer and Director
Shang Ju (Czhang) Lin	41	Co-Chief Executive Officer
Brynner Chiam	47	Director and Chief Financial Officer

*Independent Directors:*
Francisco Osvaldo Flores Garcia	38	Independent Director
Firdauz Edmin Bin Mokhtar	57	Independent Director
Gabriel Loh	39	Independent Director
Avraham Ben-Tzvi	54	Independent Director

	●	Composition of the board of directors. Cayman Islands law does not require that the majority of our board of directors consist of independent directors. Our board of directors therefore may include fewer independent directors than would be required if we were subject to Nasdaq Listing Rule 5605(b)(1). In addition, we will not be subject to Nasdaq Listing Rule 5605(b)(2), which requires that independent directors must regularly have scheduled meetings at which only independent directors are present.

	●	Share Issuances. Pursuant to Cayman Islands law, we have opted out of shareholder approval requirements or the issuance of securities in connection with certain events such as the acquisition of stock, assets or convertible notes, certain private placements and/or public offering. To this extent, our practice varies from the requirements of Nasdaq Listing Rule 5635, which generally requires an issuer to obtain shareholder approval for the issuance of securities in connection with such events.

	●	appointing, compensating, retaining, evaluating, terminating and overseeing Black Titan’s independent registered public accounting firm;

	●	discussing with our independent registered public accounting firm their independence from management;

	●	reviewing with our independent registered public accounting firm the scope and results of their audit;

	●	pre-approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

	●	overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC;

	●	reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements; and

	●	establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.

	●	identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors;

	●	recommending to our board of directors the nominees for election to Black Titan’s board of directors at annual meetings of our shareholders;

	●	overseeing an evaluation of our board of directors and its committees; and

	●	developing and recommending to our board of directors a set of corporate governance guidelines.

	●	reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officers, evaluating the performance of our Chief Executive Officer in light of these goals and objectives and setting or making recommendations to our Board regarding the compensation of our Chief Executive Officer;

	●	reviewing and setting or making recommendations regarding the compensation of our other executive officers;

	●	making recommendations to our board of directors regarding the compensation of our directors;

	●	reviewing and approving or making recommendations to our board of directors regarding our incentive compensation and equity-based plans and arrangements; and

	●	appointing and overseeing any compensation consultants. it is anticipated that the composition and functioning of our compensation committee meets the requirements for independence under the current Nasdaq listing standards.