BTTC 6-K 2026 - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,DC 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16 UNDER

THESECURITIES EXCHANGE ACT OF 1934

Forthe months of April and May 2026

CommissionFile No. 001-42880

BLACKTITAN CORPORATION

(Registrant’sName)

Level 8, Unit 8-02 The Bousteador, 10, Jalan PJU 7/6

Mutiara Damansara, 47800 Petaling Jaya

Selangor Darul Ehsan, Malaysia

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

MaterialAgreements

SettlementAgreement and Mutual Release

In January 2026, Mr. Lazar, the former Chief Executive Officer of Titan Pharmaceuticals, Inc. (“TTNP”), the predecessor company to Black Titan Corporation (“Black Titan”), asserted a claim against the Company alleging an entitlement to a special bonus arising in connection with the merger that closed on October 1, 2025. The Company disputed both the validity and the amount of Mr. Lazar’s claim and the amount involved, and the parties remained in active dispute through the first quarter of 2026.

Following negotiations, Black Titan executed a Settlement and Release Agreement with Mr. Lazar, pursuant to which they agreed to fully and finally resolve the disputed claim through a one-time payment of US$800,000 (the “Settlement Amount”). The Settlement Amount was determined in April 2026 and paid in full on April 15, 2026, and Mr. Lazar acknowledged that the Group owes no further amounts.

Each of Black Titan and Mr. Lazar also agreed to a mutual release of any claims they may have against each other.

RelatedParty Transaction.

ARC Group International Limited (“ARC”), a significant shareholder of Black Titan, provided the funds for payment of the Settlement Amount.

In satisfaction of the payment of the Settlement Amount by ARC directly to Mr. Lazar, Black Titan has issued 800 preferred shares of $0.001 par value each in Black Titan, which are designated as series B preferred shares (the “Series B Shares”) to ARC, pursuant to the terms of a Securities Purchase Agreement, May 8, 2026. The Series B Shares are convertible, at any time, and from time to time, into ordinary shares of Black Titan at a conversion price of 80% of the 5-day VWAP immediately preceding the applicable conversion date. Black Titan will register the ordinary shares underlying the Series B Shares within sixty (60) days after the closing date of the sale of the Series B shares, and to use commercially reasonable efforts to have such registration statement declared effective as soon as practicable thereafter.

The Series B Shares have no voting rights. However, as long as any Series B Shares are outstanding, the Black Titan shall not, whether by amendment, merger, or any other means, without the affirmative consent of the holders of a majority of the then outstanding Series B Shares:

●	alter<br> or change adversely the powers, preferences or rights attached to the Series B Shares;
●	amend<br> its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series<br> B Shares;
●	increase<br> the number of Series B Shares which the Company may issue;
●	enter<br> into or consummate any fundamental transaction; or
●	enter<br> into any agreement with respect to any of the foregoing.

The Audit Committee of Black Titan has ratified the related party transaction.

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Amendmentto Convertible Note Transaction Documents

As previously disclosed in the Report on Form 6-K filed in January 2026, on January 16, 2026, Black Titan entered into a Securities Purchase Agreement with an institutional investor (the “Buyer”) relating to the issuance and sale of a series of original issue discount senior, unsecured convertible notes for up to an aggregate principal amount of $200,000,000, which are convertible into ordinary shares of Black Titan. On the same date, Black Titan issued an initial note in the principal amount of $1,515,000 and a registration rights agreement.

On May 11, 2026, we entered into amendment agreements with the Buyer to amend the (i) Securities Purchase Agreement, (ii) Registration Rights Agreement; and (iii) Initial Note (collectively, the “Convertible Note PIPE transaction documents”), which were initially executed on January 16, 2026 in connection with the closing of the Convertible Notes PIPE transaction, to (x) remove all references to the defined term “Adjusted Floor Price” from the Convertible Note PIPE transaction documents, and to (y) amend and restate certain defined terms to remove references to “Adjusted Floor Price” from the following definitions in the Initial Note:

(1)	“Alternate Conversion Floor Amount” means an amount in cash, to be delivered by wire transfer of immediately available funds pursuant<br> to wire instructions delivered to the Company by the Holder in writing, equal to the product obtained by multiplying (A) the VWAP<br> on the day the Holder delivers the applicable Conversion Notice and (B) the difference obtained by subtracting (I) the number of<br> Ordinary Shares delivered (or to be delivered) to the Holder on the applicable Share Delivery Deadline with respect to such Alternate<br> Conversion from (II) the quotient obtain by dividing (x) the applicable Conversion Amount that the Holder has elected to be the subject<br> of the applicable Alternate Conversion, by (y) the applicable Alternate Conversion Price without giving effect to clause (ii)(x)<br> of such definition.
(2)	“Excluded Securities” means (i) Ordinary Shares or standard options to purchase Ordinary Shares issued to directors, officers, employees<br> or consultants of the Company for services rendered to the Company in their capacity as such pursuant to an Approved Stock Plan (as<br> defined above) or as inducement awards granted outside of an Approved Stock Plan, provided that (A) all such issuances (taking into<br> account the Ordinary Shares issuable upon exercise of such options) after the Subscription Date pursuant to this clause (i) do not,<br> in the aggregate, exceed more than 20% of the Ordinary Shares issued and outstanding immediately prior to the Subscription Date and<br> (B) the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares issuable<br> thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely<br> affects any of the Buyers; (ii) Ordinary Shares issued upon the conversion or exercise of Convertible Securities or Options (other<br> than standard options to purchase Ordinary Shares issued pursuant to an Approved Stock Plan that are covered by clause (i) above)<br> issued prior to the Subscription Date, provided that the conversion price of any such Convertible Securities (other than standard<br> options to purchase Ordinary Shares issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered,<br> none of such Convertible Securities or Options (other than standard options to purchase Ordinary Shares issued pursuant to an Approved<br> Stock Plan that are covered by clause (i) above) are amended to increase the number of shares issuable thereunder and none of the<br> terms or conditions of any such Convertible Securities or Options (other than standard options to purchase Ordinary Shares issued<br> pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely<br> affects any of the Buyers; and (iii) the Ordinary Shares issuable upon conversion of the Notes or otherwise pursuant to the terms<br> of the Notes; provided, that the terms of the Notes are not amended, modified or changed on or after the Subscription Date (other<br> than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription Date).
(3)	“Floor Price” means $0.3248 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar<br> events), which price is no less than 20% of the closing price of the Ordinary Shares on the Trading Day immediately prior to the<br> execution of the Transaction Documents.”
(4)	“Interest Conversion Price” means, as of any date of determination, the lower of (x) the Conversion Price then in effect on the applicable<br> Interest Date or (y) 90% of the lowest daily VWAP of the Ordinary Shares during the ten (10) Trading Days prior to the applicable<br> Interest Date, but shall in no event be lower than the Floor Price then in effect.”

OtherEvents

On May 12, 2026, Black Titan released a press release with updates to certain companies in the digital assets industry. The full text of the press release is attached as Exhibit 99.1.

Exhibits

4.1	Certificate of Designations for Series B Preferred Shares of Black Titan Corporation
10.1	Settlement<br> and Release Agreement dated April 2, 2026, with David Lazar
10.2	First Amendment to the Securities Purchase Agreement, dated May 11, 2026
10.3	First Amendment to the Registration Rights Agreement, dated May 11, 2026
10.4	First Amendment to the Senior Unsecured Convertible Note, dated May 11, 2026
99.1	Press Release dated May 12, 2026

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Black Titan Corporation
By:	/s/ Chay Weei Jye
Name:	Chay<br> Weei Jye
Title:	Co-Chief<br> Executive Officer

Dated: May 15, 2026

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Exhibit 4.1

CERTIFICATE OF DESIGNATIONS, PREFERENCES,

RIGHTS AND LIMITATIONS

SERIES B CONVERTIBLE PREFERRED SHARES OF PAR VALUE $0.001

BLACK TITAN CORPORATION

The undersigned, Brynner Chiam, does hereby certify that:

1.	He<br> is the Co-Chief Executive Officer of Black Titan Corporation (the Company).
2.	The<br> Company is authorized to issue 800 series B convertible preferred shares of $0.001 par value each.
3.	The<br> following resolutions were duly passed by the board of directors of the Company (the Directors):

ITIS RESOLVED, the Preferred Shares be issued and allotted on the terms and subject to the conditions set out in the Certificate of Designations, and the Fourth Amended and Restated Memorandum and Articles of Association of the Company (A&R Memorandum andArticles); and

ITIS RESOLVED, the Directors are authorised to issue the Preferred Shares on the terms and subject to the conditions set out in the Certificate of Designations and the A&R Memorandum and Articles.

TERMS OF PREFERRED SHARES

Section1. Definitions. For the purposes hereof, the following terms shall have the following meanings:

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 of the Securities Act.

***“Articles”***means the amended and restated articles of association of the Company.

“BeneficialOwnership Limitation” shall have the meaning set forth in Section 6(d).

“BusinessDay” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York or Cayman Islands are authorised or required by law or other governmental action to close.

“Commission” means the United States Securities and Exchange Commission.

“ConversionAmount” means the sum of the Stated Value at issue.

“ConversionDate” shall have the meaning set forth in Section 6(a).

“ConversionPrice” shall have the meaning set forth in Section 6(b).

“ConversionShares” means, collectively, the Ordinary Shares issuable upon conversion of the shares of Preferred Shares.

“ExchangeAct” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“FundamentalTransaction” shall have the meaning set forth in Section 7(d).

“GAAP” means United States generally accepted accounting principles.

“Liquidation” shall have the meaning set forth in Section 5.

***“Members”***has the meaning given in Statute.

“Noticeof Conversion” shall have the meaning set forth in Section 6(a).

“OrdinaryShare Equivalents” means any securities of the Company which would entitle the holder thereof to acquire at any time Ordinary Shares, including, without limitation, any debt, preferred shares, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.

“OriginalIssue Date” means the date of the first issuance of any Preferred Shares regardless of the number of transfers of any particular Preferred Shares and regardless of the number of certificates which may be issued to evidence such Preferred Shares.

“OrdinaryShares” means the ordinary shares of $0.001 par value each in the Company.

“Person” means an individual or company, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“PreferredShares” means the series B convertible preferred shares of $0.001 par value each.

“PreferredShareholder” means a holder of Preferred Shares.

“SecuritiesAct” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ShareDelivery Date” shall have the meaning given in the A&R Memorandum and Articles.

“StandardSettlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Ordinary Shares as in effect on the date of delivery of the Notice of Conversion.

“StatedValue” means in respect of the Preferred Shares, $1,000.

***“Statute”***means the Companies Act (2025 Revision) of the Cayman Islands.

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“SuccessorEntity” shall have the meaning set forth in Section 7(d).

“TradingDay” means a day on which the principal Trading Market is open for business.

“TradingMarket” means any of the following markets or exchanges on which the Ordinary Shares are listed or quoted for trading on the date in question: the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the NYSE MKT or the New York Stock Exchange (or any successors to any of the foregoing).

“TransferAgent” means Continental Stock Transfer & Trust Company, the current transfer agent of the Company, with a mailing address of 1 State Street, 30th Floor, New York, NY 10004-1561 and an email address of [email protected] and any successor transfer agent of the Company.

Section2. Designation, Amount and Par Value. The series B convertible preferred shares of $0.001 par value each (the PreferredShares) and the number of shares so designated shall be 800 (which shall not be subject to increase without the written consent of a majority of the holders of the Preferred Shareholders. Each Preferred Share shall have a par value of $0.001 per share and a stated value equal to $1,000 (the Stated Value).

Section3. Dividends. Except for Dividends or distributions for which adjustments are to be made pursuant to Section 7(a), Preferred Shareholders shall be entitled to receive, and the Company shall pay, dividends on shares of Preferred Shares equal (on an as-if-converted-to-Ordinary-Share basis, without regard to conversion limitations herein) to and in the same form as dividends actually paid on shares of the Ordinary Shares when, as and if such dividends are paid the Ordinary Shares. No other dividends shall be paid on the Preferred Shares. The Company shall not pay any Dividends on the Ordinary Shares unless the Company simultaneously complies with this provision.

Section4. Voting Rights. Except as otherwise provided in the A&R Memorandum and Articles or as otherwise required by law, the Preferred Shares shall have no voting rights. However, as long as any shares of Preferred Shares are outstanding, the Company shall not, whether by amendment, merger, or any other means, without the affirmative consent of the Preferred Shareholders of a majority of the then outstanding Preferred Shares:

(a)	alter<br> or change adversely the powers, preferences or rights attached to the Preferred Shares;
(b)	amend<br> its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the Preferred Shareholders;
(c)	increase<br> the number of Preferred Shares which the Company may issue;
(d)	enter<br> into or consummate any Fundamental Transaction; or
(e)	enter<br> into any agreement with respect to any of the foregoing.

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Section5. Liquidation. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (Liquidation), the Preferred Shareholders shall be entitled to receive out of the assets, whether capital or surplus, of the Company the same amount that a holder of Ordinary Shares would receive if the Preferred Shares were fully converted (disregarding for such purposes any conversion limitations hereunder) to Ordinary Shares which amounts shall be paid pari passu with all holders of Ordinary Shares. The Company shall mail written notice of any such Liquidation, not less than 45 days prior to the payment date stated therein, to each holder of Preferred shares.

Section6. Conversion.

a)	Conversions<br> at Option of Preferred Shareholder. The Preferred Shares shall be convertible, at the option of the holder, at any time and from<br> time to time, into that number of Ordinary Shares (the Conversion Shares
b)	Conversion<br> Price. The conversion price for the Conversion Shares shall equal to 80% of the VWAP of the Ordinary Shares which is a 20% discount<br> to the 5-day VWAP) for the five (5) Trading Days immediately preceding the date of conversion, subject to adjustment herein (the<br> Conversion Price).
c)	Mechanics<br> of Conversion:

Delivery of Conversion Shares Upon Conversion. Not later than the earlier of two (2) Trading Days and the number of Trading Days comprising the Standard Settlement Period after (?)each Conversion Date (the Share Delivery Date), the Company shall deliver, or cause to be delivered, to the converting Preferred Shareholder:

a)	the<br> number of Conversion Shares being acquired upon the conversion of the Preferred Shares; and
b)	a<br> bank cheque in the amount of accrued and unpaid dividends, if any.

The Company shall use its best efforts to deliver the Conversion Shares required to be delivered by the Company electronically through the Depository Trust Company (DTC), or another established clearing corporation performing similar functions. Notwithstanding the foregoing, with respect to any Notice(s) of Conversion delivered by 12:00 pm on the Original Issue Date, the Company shall deliver the Conversion Shares subject to such notice(s) by 4:00 pm on the Original Issue Date.

Failure to Deliver Conversion Shares. If, in the case of any Notice of Conversion, such Conversion Shares are not delivered to or as directed by the applicable Preferred Shareholder by the Share Delivery Date, the Preferred Shareholder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such Conversion Shares, to rescind such Conversion, in which event the Company shall promptly return to the Preferred Shareholder any original Preferred Share certificate(s) delivered to the Company and the Preferred Shareholder shall promptly return to the Company, the Conversion Shares issued to such Preferred Shareholder pursuant to the rescinded Notice of Conversion.

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Obligation Absolute; Partial Liquidated Damages. The Company’s obligation to issue and deliver the Conversion Shares upon conversion of Preferred Shares are absolute and unconditional, irrespective of any action or inaction by a Preferred Shareholder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by such Preferred Shareholder or any other Person of any obligation to the Company or any violation or alleged violation of law by such Preferred Shareholder or any other person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to such Preferred Shareholder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Company of any such action that the Company may have against such Preferred Shareholder. If the Company fails to deliver to a Preferred Shareholder such Conversion Shares by the Share Delivery Date applicable to such conversion, then, subject to the Company’s right to cure within two (2) Trading Days following written notice from such Preferred Shareholder, the Company shall pay to such Preferred Shareholder, in cash, as liquidated damages and not as a penalty, for each $10.00 of Stated Value of Preferred Shares being converted, $0.50 per Trading Day for each Trading Day after the Share Delivery Date until such Conversion Shares are delivered or Preferred Shareholder rescinds such conversion. Nothing herein shall limit a Preferred Shareholder’s right to pursue actual damages for the Company’s failure to deliver Conversion Shares within the period specified herein, and such Preferred Shareholder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, specific

Compensation for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion. In addition to any other rights available to the Preferred Shareholder, if the Company fails for any reason to deliver to a Preferred Shareholder the applicable Conversion Shares by the Share Delivery Date pursuant to Section 6(c) and if after such Share Delivery Date such Preferred Shareholder is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Preferred Shareholder’s brokerage firm otherwise purchases, Ordinary Shares to deliver in satisfaction of a sale by such Preferred Shareholder of the Conversion Shares which such Preferred Shareholder was entitled to receive upon the conversion relating to such Share Delivery Date, then the Company shall have two (2) Trading Days following written notice from the Preferred Shareholder to cure such failure. If the Company does not cure within such period, it shall (A) pay in cash to such Preferred Shareholder (in addition to any other remedies available to or elected by such Preferred Shareholder) the amount, if any, by which (x) such Preferred Shareholder’s total purchase price (including any brokerage commissions) for the Ordinary Shares so purchased exceeds (y) the product of (1) the aggregate number of Ordinary Shares that such Preferred Shareholder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of such Preferred Shareholder, either reissue (if surrendered) Preferred Shares equal to the number of Preferred Shares submitted for conversion (in which case, such conversion shall be deemed rescinded) or deliver to such Preferred Shareholder the number of shares of Ordinary Shares that would have been issued if the Company had timely complied with its delivery requirements under Section 6(c).

Reservation of Shares Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorised and unissued Ordinary Shares (for the sole purpose of issuance upon conversion of the Preferred Shares in accordance with the A&R Memorandum and Articles), free from pre-emption rights or any other actual contingent purchase rights of Persons other than the Preferred Shareholder (and the other holders of the Preferred Shares), not less than such aggregate number of Ordinary Shares as shall be issuable upon the conversion of the then outstanding shares of Preferred Shares.

Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Preferred Shares. As to any fraction of a share which the Preferred Shareholder would otherwise be entitled to purchase upon such conversion, the Company shall round down to the next whole share.

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Transfer Taxes and Expenses. The issuance of Conversion Shares on conversion of the Preferred Shares shall be made without charge to any Preferred Shareholder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such Conversion Shares upon conversion in a name other than that of the Preferred Shareholders of such shares of Preferred Shares and the Company shall not be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion and all fees to the DTC (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Conversion Shares.

Beneficial Ownership Limitation. Notwithstanding anything to the contrary herein, the Company shall not effect any conversion of the Preferred Shares, and a Preferred Shareholder shall not have the right to convert any portion of the Preferred Shares, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such Preferred Shareholder (together with such Preferred Shareholder’s Affiliates, and any Persons acting as a group together with such Preferred Shareholder or any of such Preferred Shareholder’s Affiliates (such Persons, Attribution Parties)) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Ordinary Shares beneficially owned by such Preferred Shareholder and its Affiliates and Attribution Parties shall include the number of shares of Ordinary Shares issuable upon conversion of the Preferred Shares with respect to which such determination is being made, but shall exclude the number of Ordinary Shares which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Shares beneficially owned by such Preferred Shareholder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Shares) beneficially owned by such Preferred Shareholder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 6(c) applies, the determination of whether the Preferred Shares are convertible (in relation to other securities owned by such Preferred Shareholder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Shares are convertible shall be in the sole discretion of such Preferred Shareholder, and the submission of a Notice of Conversion shall be deemed to be such Preferred Shareholder’s determination of whether the shares of Preferred Shares may be converted (in relation to other securities owned by such Preferred Shareholder together with any Affiliates and Attribution Parties) and how many Preferred Shares are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Preferred Shareholder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such conversion will not violate the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such representation. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(c), in determining the number of outstanding Ordinary Shares, a Preferred Shareholder may rely solely on the number of outstanding Ordinary Shares as stated in a written notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares outstanding. Upon the written or oral request (which may be via email) of a Preferred Shareholder, the Company shall within two Trading Days confirm orally and in writing to such Preferred Shareholder the number of Ordinary Shares then outstanding. In any case, the number of Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Preferred Shares, by such Preferred Shareholder or its Affiliates or Attribution Parties since the date as of which such number of Ordinary Shares was reported. Beneficial Ownership Limitation shall mean 19.99% of the number of Ordinary Shares outstanding. The Purchaser may waive the foregoing limitation upon sixty-one (61) days’ prior written notice to the Company. The provisions of this Section 6(c) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(c) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Shares.

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Section7. Certain Adjustments.

a) Dividends and Share Splits. If the Company, at any time while the Preferred Shares are outstanding: (i) pays a dividend or otherwise makes a distribution or distributions payable in respect of Ordinary Shares or any other Ordinary Share Equivalents (which, for avoidance of doubt, shall not include any Ordinary Shares issued by the Company upon conversion of, or payment of a dividend on, this Preferred Shares), (ii) subdivides outstanding Ordinary Shares into a larger number of shares, (iii) combines (including by way of a reverse share split, or share consolidation) outstanding Ordinary Shares into a smaller number of shares, or (iv) issues, in the event of a reclassification of Ordinary Shares, any shares of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of Ordinary Shares outstanding immediately after such event. Any adjustment made pursuant to this Section 7(a) shall become effective immediately after the record date for the determination of Members entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

b) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 7(a) if at any time the Company grants, issues or sells any Ordinary Share Equivalents or rights to purchase shares, warrants, securities or other property pro rata to the record holders of Ordinary Shares (the Purchase Rights), then the Preferred Shareholder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Preferred Shareholder could have acquired if the Preferred Shareholder had held the number of Ordinary Shares acquirable upon complete conversion of such Preferred Shareholder’s Preferred Shares (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Ordinary Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Preferred Shareholder’s right to participate in any such Purchase Right would result in the Preferred Shareholder exceeding the Beneficial Ownership Limitation, then the Preferred Shareholder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Ordinary Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Preferred Shareholder until such time, if ever, as its right thereto would not result in the Preferred Shareholder exceeding the Beneficial Ownership Limitation).

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c) Pro Rata Distributions. During such time as this Preferred Shares are outstanding, if the Company declares or makes any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Ordinary Shares, by way of return of capital or otherwise (including, without limitation, any distribution of cash, shares or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a Distribution), at any time after the issuance of Preferred Shares, then, in each such case, the Preferred Shareholder shall be entitled to participate in such Distribution to the same extent that the Preferred Shareholder would have participated therein if the Preferred Shareholder had held the number of Ordinary Shares acquirable upon complete conversion of the Preferred Shares (without regard to any limitations on conversion hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of Ordinary Shares are to be determined for the participation in such Distribution (provided, however, to the extent that the Preferred Shareholder’s right to participate in any such Distribution would result in the Preferred Shareholder exceeding the Beneficial Ownership Limitation, then the Preferred Shareholder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Ordinary Shares as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Preferred Shareholder until such time, if ever, as its right thereto would not result in the Preferred Shareholder exceeding the Beneficial Ownership Limitation).

d) Fundamental Transaction. If, at any time while any Preferred Shares are outstanding:

(a)	the<br> Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into<br> another Person;
(b)	the<br> Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or<br> substantially all of its assets in one or a series of related transactions;
(c)	any,<br> direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant<br> to which holders of Ordinary Shares are permitted to sell, tender or exchange their shares for other securities, cash or property<br> and has been accepted by the holders of 50% or more of the outstanding Ordinary Shares;
(d)	the<br> Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganisation or recapitalisation<br> of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares are effectively converted into or exchanged<br> for other securities, cash or property; or

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| --- | | (e) | the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganisation, recapitalisation, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding Ordinary Shares (not including any Ordinary Shares held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a Fundamental Transaction), | | --- | --- |

then, upon any subsequent conversion of the Preferred Shares by the Preferred Shareholder thereof, the Preferred Shareholder shall receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation in Section 7(d) on the conversion of the Preferred Shares), the number of ordinary shares (as applicable) of the successor or acquiring corporation or the number of Ordinary Shares (as applicable), if it is the surviving corporation, and all additional securities (equity or debt), cash, property or other consideration (all such additional consideration, the AlternateConsideration), receivable as a result of such Fundamental Transaction by a holder of the number of Ordinary Shares for which such Preferred Shareholder’s Preferred Shares are convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 6(c) on the conversion of the Preferred Shares). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Ordinary Share in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Ordinary Shares are entitled to elect the proportion of securities, cash, property or other consideration to be received by holders of Ordinary Shares in a Fundamental Transaction, then each Preferred Shareholder of Preferred Shares shall be given the same choice as to the proportion of securities, cash, property or other consideration such Preferred Shareholder is entitled to receive upon any conversion of such Preferred Shareholder’s shares of Preferred Shares following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall file a new certificate of designations in respect of a new series of preferred shares of the successor or acquiring corporation, or the Company, if it is the surviving corporation, setting forth the same rights, preferences, privileges and other terms contained in this certificate of designations in respect of the Preferred Shares, including, without limitation, the provisions contained in this Section 7(d) and evidencing, among other things, the Preferred Shareholders’ right to convert such new preferred shares into Alternate Consideration. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the Successor Entity) to assume in writing all of the obligations of the Company in accordance with the provisions of this Section 7(d) pursuant to written agreements in form and substance reasonably satisfactory to the Preferred Shareholder and approved by the Preferred Shareholder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of a Preferred Shareholder of Preferred Shares, deliver to such Preferred Shareholder in exchange for such Preferred Shareholder’s Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Preferred Shares which are convertible for a corresponding number of shares of capital shares of such Successor Entity (or its parent entity) equivalent to the Ordinary Shares acquirable and receivable upon conversion of the Preferred Shares (without regard to any limitations on the conversion of the Preferred Shares) prior to such Fundamental Transaction, and with a conversion price which applies the conversion price hereunder to such shares of capital shares (but taking into account the relative value of the Ordinary Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion price being for the purpose of protecting the economic value of the Preferred Shares immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Preferred Shareholder(s) thereof. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for, and may exercise every right and power of the Company and shall assume all of the obligations of the Company with the same effect as if such Successor Entity had been named as the Company herein. For the avoidance of doubt, if, at any time while any shares of Preferred Shares are outstanding, a Fundamental Transaction occurs, pursuant to the terms of this Section 7(d), a Preferred Shareholder of Preferred Shares shall not be entitled to receive any consideration in such Fundamental Transaction in respect of such Preferred Shareholder’s shares of Preferred Shares, except as provided for in these Articles (or any certificate of designations in respect of a new series of preferred shares issued to the Preferred Shareholders of Preferred Shares as contemplated hereby).

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e) Calculations. All calculations under Section 7 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 7, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall be the sum of the number of Ordinary Shares (excluding any treasury shares of the Company) issued and outstanding.

f) Notice to the Preferred Shareholders.

i. Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of Section 7, the Company shall promptly deliver to each Preferred Shareholder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice to Allow Conversion by Preferred Shareholder. If:

(a)	the<br> Company shall declare a dividend (or any other distribution in whatever form) on the Ordinary Shares;
(b)	the<br> Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares;
(c)	the<br> Company shall authorise the granting to all holders of the Ordinary Shares, rights or warrants to subscribe for or purchase any shares<br> of any class or of any rights;
(d)	the<br> approval of any Members of the Company shall be required in connection with any reclassification of Ordinary Shares, any consolidation<br> or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any<br> compulsory share exchange whereby the Ordinary Shares are converted into other securities, cash or property; or
(e)	the<br> Company shall authorise the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company,

then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Preferred Shares, and shall cause to be delivered to each Preferred Shareholder at its last address as it shall appear upon the register of members of the Company, at least fifteen (15) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating:

(i)	the<br> date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record<br> is not to be taken, the date as of which the holders of the Ordinary Shares to be entitled to such dividend, distributions, redemption,<br> rights or warrants are to be determined; or

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| --- | | (ii) | the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Ordinary Shares shall be entitled to exchange their Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. | | --- | --- |

To the extent that any notice provided under Section 7(f)(ii) constitutes, or contains, material, non-public information regarding the Company, the Company shall simultaneously file such notice with the Commission pursuant to a current report on Form 8-K. The Preferred Shareholder shall remain entitled to convert the Conversion Amount of the Preferred Shares (or any part hereof) during the 15-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section8. Miscellaneous.

a) Notices. Any and all notices or other communications or deliveries to be provided by the Preferred Shareholders hereunder including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, email address or sent by a nationally recognized overnight courier service, addressed to the Company at:

BlackTitan Corporation

FFP (Corporate Services) Limited

2^nd^ Floor Harbour Centre

159 Mary Street

George town

Grand Cayman

KY1-9006

Attention: Brynner Chiam

Emailaddress: [email protected]

or such other facsimile number or address as the Company may specify for such purposes by notice to the Preffered Shareholders delivered in accordance with this Section 8. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, by email attachment or sent by a nationally recognized overnight courier service addressed to each Preferred Shareholder at the facsimile number, email address or address of such Preferred Shareholder appearing on the books of the Company, or if no such facsimile number, email address or address appears on the books of the Company, at the principal place of business of such Preferred Shareholder. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via facsimile or email attachment at the facsimile number or email address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile or email attachment at the facsimile number or email address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the Person to whom such notice is required to be given. Notwithstanding any other provision of this Certificate of Designations, where this Certificate of Designations provides for notice of any event to a Preferred Shareholder, if the Preferred Shares are held in global form by DTC (or any successor depositary), such notice may be delivered via DTC (or such successor depositary) pursuant to the procedures of DTC (or such successor depositary).

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b) Absolute Obligation. Except as expressly provided herein, no provision of this Certificate of Designations shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay liquidated damages and accrued dividends, as applicable, on the shares of Preferred Shares at the time, place, and rate, and in the coin or currency, herein prescribed.

c) Lost or Destroyed Preferred Share Certificate. If a Preferred Shareholder’s share certificate shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the Preferred Shares so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership hereof reasonably satisfactory to the Company.

d) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designations shall be governed by and construed and enforced in accordance with the internal laws of the Cayman Islands, without regard to the principles of conflict of laws thereof. Each of the Company and each Preferred Shareholder agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Certificate of Designations (whether brought against the Company, a Preferred Shareholder or any of their respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the New York Courts). Each of the Company and each Preferred Shareholder hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. Each of the Company and each Preferred Shareholder hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such Person at the address in effect for notices to it under this Certificate of Designation and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each of the Company and each Preferred Shareholder hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Certificate of Designations or the transactions contemplated hereby. If the Company or any Preferred Shareholder shall commence an action or proceeding to enforce any provisions of this Certificate of Designations, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

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e) Waiver. Any waiver by the Company or a Preferred Shareholder of a breach of any provision of this Certificate of Designations shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of Designations or a waiver by any other Preferred Shareholders. The failure of the Company or a Preferred Shareholder to insist upon strict adherence to any term of this Certificate of Designations on one or more occasions shall not be considered a waiver or deprive that Person (or any other Preferred Shareholder) of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designations on any other occasion. Any waiver by the Company or a Preferred Shareholder must be in writing.

f) Severability. If any provision of this Certificate of Designations is invalid, illegal or unenforceable, the balance of this Certificate of Designations shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law.

g) Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

h) Headings. The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designations and shall not be deemed to limit or affect any of the provisions hereof.

i) Status of Converted or Redeemed Preferred Share. If any shares of Preferred Shares shall be converted, redeemed or reacquired by the Company, such shares shall resume the status of authorised but unissued shares of preferred shares and shall no longer be designated as Preferred Shares.

*********************

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INWITNESS WHEREOF, the undersigned have executed this Certificate this 8th day of May, 2026.

BLACK TITAN CORPORATION
By:	/s/<br> Brynner Chiam
Name:	Brynner<br> Chiam
Title:	Chief<br> Executive Officer

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Exhibit 10.1

SETTLEMENT AND RELEASE AGREEMENT

This SETTLEMENT AND RELEASE AGREEMENT (“Agreement”), dated as of April 2, 2026, is entered into by and between Black Titan Corporation, as successor to Titan Pharmaceuticals, Inc. (the “Company”) and David Lazar (“Lazar,” together with the Company, the “Parties” and, each, a “Party”).

WHEREAS, the Parties entered into a certain Settlement Agreement and General Mutual Release dated April 2 (without a year) (the “PriorSettlement Agreement”);

WHEREAS, a dispute has arisen between the Parties regarding Lazar’s entitlement to the Special Bonus referenced in Section 1.b of the Prior Settlement Agreement (the “Special Bonus”); and

WHEREAS, the Parties have agreed to resolve their dispute regarding the Special Bonus pursuant to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and obligations herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Incorporation of Whereas Clauses. Each of the above “Whereas” clauses is incorporated herein and made a part of this Agreement.

2. Escrow Arrangement. Lazar’s attorneys Gulko Schwed LLP (“Gulko”) shall hold in escrow Lazar’s executed signature page to this Agreement (“Lazar’s Signature Page”) pending Lazar’s receipt of the Settlement Payment (defined in Section 3 below). Upon receipt of Lazar’s Signature Page, Gulko shall promptly notify the Company’s attorney Mark J. Goldberg in writing at [email protected] that they have received Lazar’s Signature Page (“Notificationof Receipt”). Promptly following Lazar’s receipt of the Settlement Payment and Black Titan’s executed copy of the Agreement, Gulko shall send a copy of Lazar’s Signature Page to Mr. Goldberg at the above email address.

Payment. Following Notification of Receipt, the Company shall make a lump sum cash payment to Lazar in the amount of $800,000 (the “Settlement Payment”). The Settlement Payment shall be paid by wire transfer or ACH deposit pursuant to instructions provided by Lazar. Provided that such instructions and the Notification of Receipt are received by Mr. Goldberg at least two business days prior to April 7, 2026, the Settlement Payment shall be made by April 7, 2026. If such instructions and the Notification of Receipt are received by Mr. Goldberg after two business days prior to April 7, 2026, then the Settlement Payment shall be made within two business days after such instructions and the Notification of Receipt are received by Mr. Goldberg.
No Other Payments. Lazar represents, warrants, and acknowledges that the Company owes him no amounts under the Prior Settlement Agreement or the Parties’ Employment Agreement dated December 14, 2022 (the “Employment Agreement”), wages, commissions, bonuses, severance pay, vacation pay or other compensation or benefits or payments or form of remuneration of any kind or nature, other than that specifically provided for in this Agreement.
General Release.

5.1 From Lazar. For good and valuable consideration, including without limitation the Settlement Payment, Lazar, for and on behalf of Lazar and Lazar’s former and current heirs, executors, administrators, agents, representatives, attorneys, family members, decedents, dependents, affiliates, successors and assigns (the “Lazar Release Parties”), hereby voluntarily, knowingly and willingly releases, acquits and forever discharges the Company and its former and current parents, subsidiaries, divisions, affiliates, predecessors, successors and assigns, and each of their current and former agents, employees, officers, directors, shareholders, members, partners, trustees, heirs, joint venturers, attorneys, representatives, owners and servants, (collectively, the “Company Release Parties”) from any and all claims, costs or expenses of any kind or nature whatsoever (collectively, “Claims”), whether known or unknown, foreseen or unforeseen, that Lazar ever had, now has or may have based upon any matter, cause, fact or thing occurring from the beginning of time up to and including the date Lazar executes this Agreement, including, without limitation, all Claims concerning or arising out of the Employment Agreement, the Prior Settlement Agreement, Lazar’s employment with the Company, any events that may have occurred during the course of Lazar’s employment, or the termination of Lazar’s employment, or any other matters or Claims of any kind or nature. Notwithstanding the foregoing, nothing contained herein shall be construed to alter, limit, or release (i) any claim or right to indemnification and/or contribution Lazar may have pursuant to applicable law, the Company’s governance instruments or otherwise for acts committed during the scope of Lazar’s employment with the Company; (ii) coverage, if any, under any Company liability insurance policy; (iii) any claim or right under state unemployment and workers’ compensation statutes; (iv) any right Lazar may have to a vested benefit under any retirement or welfare plan of the Company; (v) any other claim or right that may not be released by private agreement; and (vi) any claim arising from obligations of the Company to Lazar that are expressly set forth in this Agreement. Lazar represents and warrants that he has not filed any Claim against any of the Company Release Parties. Lazar hereby promises never to file a lawsuit asserting any Claims that he has released in this Section.

5.2 From the Company. For good and valuable consideration, the Company for and on behalf of itself and the other Company Release Parties hereby voluntarily, knowingly and willingly releases, acquits and forever discharges Lazar and the other Lazar Release Parties from any and all Claims, whether known or unknown, foreseen or unforeseen, that the Company Release Parties ever had, now has or may have based upon any matter, cause, fact or thing occurring from the beginning of time up to and including the date of this Agreement, including, without limitation, all Claims concerning or arising out of the Employment Agreement, the Prior Settlement Agreement, Lazar’s employment with the Company, any events that may have occurred during the course of Lazar’s employment, or the termination of Lazar’s employment, or any other matters or Claims of any kind or nature. Notwithstanding the foregoing, nothing contained herein shall be construed to alter, limit, or release any claim arising from obligations that are expressly set forth in this Agreement. The Company represents and warrants that it has not filed any Claim against any of the Lazar Release Parties. The Company hereby promises never to file a lawsuit asserting any Claims that it has released in this Section.

Miscellaneous. This Agreement sets forth the entire agreement between Lazar and the Company regarding the subject matter hereof and fully supersedes any and all prior agreements or understanding between Lazar and the Company regarding such subject matter. Except as modified by this Agreement, the Prior Settlement Agreement shall remain in full force and effect. Notwithstanding any other provision hereof, any post-employment restrictive covenants and other obligations contained in any other agreement between the Parties, including, without limitation, in the Employment Agreement and the Prior Settlement Agreement, shall remain in full force and effect. This Agreement may not be altered, modified, amended or changed, in whole or in part, except in writing executed by the Parties. If any provision of this Agreement is held to be invalid, the remaining provisions shall remain in full force and effect. Nothing contained in this Agreement, nor the fact that the Parties sign this Agreement, shall be considered as an admission of any type by either Party. This Agreement may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of a signed original. Photographic and electronically created copies of this Agreement and such signed counterparts may be used in lieu of the originals for any purpose. This Agreement shall be interpreted and enforced in accordance with the laws of the State of New York, without regard to its conflict-of-law principles. Any dispute concerning or arising out of this Agreement shall be litigated exclusively, without a jury, in an appropriate state or federal court in New York County, New York.
Review and Execution. To accept this Agreement, Lazar must sign below where indicated and deliver this Agreement to Mr. Goldberg (at [email protected]) on or before April 7, 2026; otherwise, it will be automatically revoked. Lazar acknowledges and agrees that he has consulted an attorney regarding the terms and conditions of this Agreement before executing it and is executing this Agreement voluntarily, knowingly and willingly and without duress.

[Theremainder of this page is intentionally blank; signature page follows.]

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IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

David Lazar
BLACK TITAN CORPORATION
By:
Name:
Title:
For purposes<br> of Section 2 above only:
Gulko Schwed LLP
By:
	Samuel Kadosh, Esq.

[Signaturepage to Settlement and Release Agreement]

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Exhibit10.2

FIRSTAMENDMENT TO BLACK TITAN CORPORATION

SECURITIESPURCHASE AGREEMENT

This FIRST AMENDMENT TO THE BLACK TITAN CORPORATION SECURITIES PURCHASE AGREEMENT (THIS “AMENDMENT”), is made and effective as of May 11, 2026 (“Effective Date”), by and among Black Titan Corporation, a Cayman Islands exempted company (the “Company”), and the signatory hereto (the “Holder”).

RECITALS

WHEREAS, on January 16, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”), by and between the Company and the Holder, pursuant to which the Holder purchased a Senior Unsecured Convertible Note (the “Note”) from the Company upon the terms and conditions set forth in the Purchase Agreement and the Note;

WHEREAS, pursuant to Section 1(e) of the Purchase Agreement, the Holder may purchase at Additional Closings Additional Notes substantially in the form of Exhibit A to the Purchase Agreement;

WHEREAS, Section 9(e) of the Purchase Agreement provides that no provision of the Purchase Agreement may be amended other than by an instrument in writing signed by the Company and the Required Holder (as defined in the Purchase Agreement), and any amendment to any provision of the Purchase Agreement made in conformity with the provisions of Section 9(e) of the Purchase Agreement shall be binding on all Buyers (as defined in the Purchase Agreement) and holders of Securities (as defined in the Purchase Agreement), as applicable; provided that no such amendment shall be effective to the extent that it (A) applies to less than all of the holders of the Securities then outstanding or (B) imposes any obligation or liability on any Buyer without such Buyer’s written prior consent (which may be granted or withheld in such Buyer’s sold discretion);

WHEREAS, the Holder is the Required Holder under the Purchase Agreement;

WHEREAS, the Company and the Holder party hereto desire to amend the Purchase Agreement on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration, the receipt and sufficient of which are hereby acknowledged, the parties to this Amendment, each intended to be legally bound, hereby agree as follows:

1. Definitions. Capitalized terms used but not defined in this Amendment shall have the respective meanings ascribed to such terms in the Purchase Agreement.

2. Amendments to the Purchase Agreement:

a. Section 3(c) of said Purchase Agreement shall be amended and restated in full as follows with the language in Section 3(c) of the Purchase Agreement replaced as follows:

“(c) Issuance of Securities. The issuance of the Notes are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 100% of the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Floor Price (as defined in the Notes) then in effect, (y) interest on the Notes shall accrue through the two (2) year anniversary of the applicable Closing Date and will be converted into Ordinary Shares at a conversion price equal to the Floor Price then in effect and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes). Upon issuance, conversion in accordance with the Notes, the Conversion Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Ordinary Shares. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.”

b. Section 4(k) of said Purchase Agreement shall be amended and restated in full as follows with the language in Section 4(k) of the Purchase Agreement replaced as follows:

“(k) Additional Issuance of Securities. Until each Applicable Date, the Company will not, without the prior written consent of the Required Holder (as defined below), issue any Notes (other than to the Buyers as contemplated hereby) and the Company shall not issue any other securities that would (i) cause a breach or default under the Notes or (ii) have a price per share (calculated in accordance with Section 7(a) of the Notes) less than 120% of the then current Floor Price (as defined in the Notes). The Company agrees that for the period commencing on the date hereof and ending on the date immediately following the 20^th^ Trading Day after the later of (i) the most recent date of issuance of any of the Notes and (ii) the applicable Effectiveness Date, as defined in the Registration Rights Agreement (provided that such period shall be extended by the number of calendar days during such period and any extension thereof contemplated by this proviso on which any Registration Statement is not effective or any prospectus contained therein is not available for use or any Current Public Information Failure exists) (the “Restricted Period”), neither the Company nor any of its Subsidiaries shall directly or indirectly issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act or pursuant to an at-the-market offering program), any Convertible Securities (as defined below), any debt, any preferred stock, any purchase rights or any Ordinary Shares issued or issuable in connection with any bona fide strategic or commercial alliances, acquisitions, mergers, licensing arrangements, and strategic partnerships, provided, that (x) the primary purpose of such issuance is not to raise capital as reasonably determined, and (y) the purchaser or acquirer or recipient of the securities in such issuance solely consists of either (I) the actual participants in such strategic or commercial alliance, strategic or commercial licensing arrangement or strategic or commercial partnership, (II) the actual owners of such assets or securities acquired in such acquisition or merger or (III) the stockholders, partners, employees, consultants, officers, directors or members of the foregoing Persons, in each case, which is, itself or through its subsidiaries, an operating company or an owner of an asset, in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, and (IV) the number or amount of securities issued to such Persons by the Company shall not be disproportionate to each such Person’s actual participation in (or fair market value of the contribution to) such strategic or commercial alliance or strategic or commercial partnership or ownership of such assets or securities to be acquired by the Company, as applicable) or file a registration statement under which it proposes any such issuance (any such issuance, offer, sale, grant, disposition or announcement (whether occurring during the Restricted Period or at any time thereafter) is referred to as a “Subsequent Placement”). Notwithstanding the foregoing, this Section 4(k) shall not apply in respect of Excluded Securities**,** as that term is defined in the Note.”

c. Section 4(l) of said Purchase Agreement shall be amended and restated in full as follows with the language in Section 4(l) of the Purchase Agreement replaced as follows:

“(l) Reservation of Shares. So long as any of the Notes remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 100% of the maximum number of Conversion Shares issuable upon conversion of the Notes then outstanding (assuming for purposes hereof that (x) the Notes are convertible at the Floor (as defined in the Notes) then in effect as of such applicable date of determination, (y) interest on the Notes shall accrue through the two (2) year anniversary of the applicable Closing Date and will be converted into Ordinary Shares at a conversion price equal to the Floor Price then in effect and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of Ordinary Shares reserved pursuant to this Section 4(l) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Notes. If at any time the number of Ordinary Shares authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount.”

d. Exhibit A to the Purchase Agreement shall be amended and restated and replaced in its entirety with the new form of Note attached as Exhibit A hereto.

3. Miscellaneous.

a. The Company shall reimburse Pryor Cashman LLP (counsel to the Holder) in an aggregate non-accountable amount of $12,500 for costs and expenses incurred by it in connection with the drafting and negotiation of this Amendment. Each party to this Amendment shall bear its own expenses in connection with the structuring, documentation, negotiation and closing of the transactions contemplated hereby, except as provided in the previous sentence.

b. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the applications of the laws of any jurisdiction other than those of the State of New York.

c. Except as set forth in this Amendment, the provisions of the Purchase Agreement are in all respects ratified and confirmed, and all such terms, provisions and conditions thereof shall be and continue to remain in full force and effect.

d. In the event of any inconsistency or conflict between the provisions of the Purchase Agreement and this Amendment, the provisions of this Amendment will prevail and govern. All references to the Purchase Agreement shall hereinafter refer to the Purchase Agreement as amended by this Amendment.

e. This Amendment, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators, and legal representatives.

f. This Amendment may be executed in two or more identical counterparts, each of which shall be deemed an original, but all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.

g. The parties agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Amendment.

h. This Amendment and the Purchase Agreement and the documents referred to herein and therein, constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled.

[Remainderof page intentionally blank; signature page follows]

INWITNESS WHEREOF, the Holder and the Company have caused this First Amendment to the Purchase Agreement to be duly executed by their respective duly authorized officers as of the date first above indicated.

BLACK TITAN CORPORATION
By:	/s/<br> Chay Weei Jaye
Name:	Chay<br> Weei Jaye
Title:	Co-Chief<br> Executive Officer
HOLDER:
ATW DIGITAL ASSET OPPORTUNITIES XII LLC
By:	/s/<br> Antonio Ruiz-Gimenez
Name:	Antonio<br> Ruiz-Gimenez
Title:	Authorized<br> Signatory

Principal Amount: $1,515,000

[SignaturePage to Amendment to the Securities Purchase Agreement]

ExhibitA

NewForm of Note

[See attached]

Exhibit10.3

FIRSTAMENDMENT TO REGISTRATION RIGHTS AGREEMENT

This FIRST AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT (THIS “AMENDMENT”), is made and effective as of May 11, 2026, by and among Black Titan Corporation, a Cayman Islands exempted company (the “Company”), and the holder of registration rights under the Registration Rights Agreement (defined below) signatory hereto (the “Holder”).

RECITALS

WHEREAS, on January 16, 2026, the Company agreed to provide certain registration rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement) to the Holder pursuant to that certain Registration Rights Agreement, dated as of January 16, 2026 (the “Registration Rights Agreement”);

WHEREAS, Section 10 of the Registration Rights Agreement provides that the provisions of the Registration Rights Agreement may be amended only with written consent of the Company and the Holder;

WHEREAS, the Company and the Holder party hereto desire to amend the Registration Rights Agreement on the terms and subject to the conditions set forth herein.

1.	Definitions.<br> Capitalized terms used but not defined in this Amendment shall have the respective meanings<br> ascribed to such terms in the Registration Rights Agreement.
2.	Amendments<br> to the Registration Rights Agreement:

a. Section 1(p) of the Registration Rights Agreement shall be amended and restated in full as follows:

“(p) Required Registration Amount” means, as of any time of determination, the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the maximum number of Initial Notes issuable pursuant to the Securities Purchase Agreement (assuming for purposes hereof that (x) the Initial Notes are convertible at the Floor Price (as defined in the Notes) as of the date hereof, (y) interest on the Initial Notes shall accrue through the two (2) year anniversary of the Initial Closing Date, and will be converted in Ordinary Shares at a conversion price equal to the Floor Price as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Initial Notes set forth in the Initial Notes and (ii) the maximum number of Additional Conversion Shares issuable upon conversion of the Additional Notes (assuming for purposes hereof that (x) the Additional Notes are convertible at the Floor Price (as defined in the Additional Notes) as of Additional Closing Date, (y) interest on such Additional Notes shall accrue through the two (2) year anniversary of the applicable Additional Closing Date, as applicable, and will be converted in Ordinary Shares at a conversion price equal to the Floor Price as of such Additional Closing Date and (z) any such conversion shall not take into account any limitations on the conversion of the Additional Notes set forth in the Additional Notes, all subject to adjustment as provided in Section 2(d) and/or Section 2(f) herein.”

3.	Miscellaneous.

a. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the applications of the laws of any jurisdiction other than those of the State of New York.

b. Except as set forth in this Amendment, the provisions of the Registration Rights Agreement are in all respects ratified and confirmed, and all such terms, provisions and conditions thereof shall be and continue to remain in full force and effect.

c. In the event of any inconsistency or conflict between the provisions of the Registration Right Agreement and this Amendment, the provisions of this Amendment will prevail and govern. All references to the Registration Rights Agreement shall hereinafter refer to the Registration Rights Agreement as amended by this Amendment.

d. This Amendment, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators, and legal representatives.

e. This Amendment may be executed in two or more identical counterparts, each of which shall be deemed an original, but all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.

f. The parties agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Amendment.

g. This Amendment and the Registration Rights Agreement and the documents referred to herein and therein, constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled.

[Remainderof page intentionally blank; signature page follows]

INWITNESS WHEREOF, the Holder and the Company have caused this First Amendment to the Registration Rights Agreement to be duly executed by their respective duly authorized officers as of the date first above indicated.

BLACK TITAN CORPORATION
By:	/s/<br> Chay Weei Jye
Name:	Chay<br> Weei Jye
Title:	Co-Chief<br> Executive Officer
HOLDER:
ATW DIGITAL ASSET OPPORTUNITIES XII LLC
By:	/s/<br> Antonio Ruiz-Gimenez
Name:	Antonio<br> Ruiz-Gimenez
Title:	Authorized<br> Signatory

Principal Amount: $1,515,000

[SignaturePage to Amendment to the Registration Rights Agreement]

Exhibit10.4

FIRSTAMENDMENT TO BLACK TITAN CORPORATION

SENIORUNSECURED CONVERTIBLE NOTE

This FIRST AMENDMENT TO THE BLACK TITAN CORPORATION SENIOR UNSECURED CONVERTIBLE NOTE (THIS “AMENDMENT”), as issued by Black Titan Corporation (the “Company”) is made and effective as of May 11, 2026 (“Effective Date”), by and among the Company, and the signatory hereto (the “Holder”).

RECITALS

WHEREAS, Section 18 of the Note provides that, except for Section 3(d), which may not be amended, modified or waived by the parties to the Note, the prior written consent of the Required Holder (as defined in the Purchase Agreement) is required for any amendment, modification or waiver of the Note;

WHEREAS, the Company and the Holder party hereto desire to amend the Note on the terms and subject to the conditions set forth herein.

1. Definitions. Capitalized terms used but not defined in this Amendment shall have the respective meanings ascribed to such terms in the Note.

2. Amendments to the Note:

a. Section 6(a) of said Note shall be amended and restated in full as follows with the language in Section 6(a) of the Note replaced as follows:

“(a) Purchase Rights. In addition to any adjustments pursuant to Sections 7 or 17 below, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all or substantially all of the record holders of any class of Ordinary Shares (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of Ordinary Shares acquirable upon complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at the Floor Price as of the applicable record date) immediately prior to the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Ordinary Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such Ordinary Shares as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance, if applicable) for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance, if applicable)) to the same extent as if there had been no such limitation).”

b. Section 12(a) of said Note shall be amended and restated in full as follows with the language in Section 12(a) of the Note replaced as follows:

“(a) Reservation. So long as any Notes remain outstanding, the Company shall at all times reserve at least 100% of the number of Ordinary Shares as shall from time to time be necessary to effect the conversion, including without limitation, Alternate Conversions, of all of the Notes then outstanding at the Floor Price (without regard to any limitations on conversions and assuming such Notes remain outstanding until the Maturity Date and assuming that Interest on the Notes will accrue through the two (2) year anniversary of the Issuance Date and will be converted into Ordinary Shares at the Floor Price) (the “Required Reserve Amount”). The Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the holders of the Notes based on the original principal amount of the Notes held by each holder on the Closing Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Ordinary Shares reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then held by such holders.”

c. Section 17 of said Note shall be amended and restated in full as follows with the language in Section 17 of the Note replaced as follows:

“17. DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Sections 6(a) or 7, if the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of Ordinary Shares, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”), then the Holder will be entitled to such Distributions as if the Holder had held the number of Ordinary Shares acquirable upon complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at the Floor Price as of the applicable record date) immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Ordinary Shares are to be determined for such Distributions (provided, however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such Ordinary Shares as a result of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).”

d. The definition of “Adjusted Floor Price” in Section 33(d) of said Note shall be amended and restated in full as follows with the language of Section 33(d) in the Note replaced as follows:

“(d) [Reserved].”

e. The definition of “Alternate Conversion Floor Amount” in Section 33(g) of said Note shall be amended and restated in full as follows with the language of Section 33(g) in the Note replaced as follows:

“(g) “Alternate Conversion Floor Amount” means an amount in cash, to be delivered by wire transfer of immediately available funds pursuant to wire instructions delivered to the Company by the Holder in writing, equal to the product obtained by multiplying (A) the VWAP on the day the Holder delivers the applicable Conversion Notice and (B) the difference obtained by subtracting (I) the number of Ordinary Shares delivered (or to be delivered) to the Holder on the applicable Share Delivery Deadline with respect to such Alternate Conversion from (II) the quotient obtain by dividing (x) the applicable Conversion Amount that the Holder has elected to be the subject of the applicable Alternate Conversion, by (y) the applicable Alternate Conversion Price without giving effect to clause (ii)(x) of such definition.”

f. The definition of “Excluded Securities” in Section 33(bb) of said Note shall be amended and restated in full as follows with the language of Section 33(bb) in the Note replaced as follows:

“(bb) “Excluded Securities” means (i) Ordinary Shares or standard options to purchase Ordinary Shares issued to directors, officers, employees or consultants of the Company for services rendered to the Company in their capacity as such pursuant to an Approved Stock Plan (as defined above) or as inducement awards granted outside of an Approved Stock Plan, provided that (A) all such issuances (taking into account the Ordinary Shares issuable upon exercise of such options) after the Subscription Date pursuant to this clause (i) do not, in the aggregate, exceed more than 20% of the Ordinary Shares issued and outstanding immediately prior to the Subscription Date and (B) the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects any of the Buyers; (ii) Ordinary Shares issued upon the conversion or exercise of Convertible Securities or Options (other than standard options to purchase Ordinary Shares issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Subscription Date, provided that the conversion price of any such Convertible Securities (other than standard options to purchase Ordinary Shares issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Convertible Securities or Options (other than standard options to purchase Ordinary Shares issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities or Options (other than standard options to purchase Ordinary Shares issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely affects any of the Buyers; and (iii) the Ordinary Shares issuable upon conversion of the Notes or otherwise pursuant to the terms of the Notes; provided, that the terms of the Notes are not amended, modified or changed on or after the Subscription Date (other than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription Date).”

g. The definition of “Floor Price” in Section 33(cc) of said Note shall be amended and restated in full as follows with the language in Section 33(cc) the Note replaced as follows:

“(cc) “Floor Price” means $0.3248 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events), which price is no less than 20% of the closing price of the Ordinary Shares on the Trading Day immediately prior to the execution of the Transaction Documents.”

h. The definition of “Interest Conversion Price” in Section 33(jj) of said Note shall be amended and restated in full as follows with the language in Section 33(jj) the Note replaced as follows:

“(jj) “Interest Conversion Price” means, as of any date of determination, the lower of (x) the Conversion Price then in effect on the applicable Interest Date or (y) 90% of the lowest daily VWAP of the Ordinary Shares during the ten (10) Trading Days prior to the applicable Interest Date, but shall in no event be lower than the Floor Price then in effect.”

3. Miscellaneous.

b. Except as set forth in this Amendment, the provisions of the Note are in all respects ratified and confirmed, and all such terms, provisions and conditions thereof shall be and continue to remain in full force and effect.

c. In the event of any inconsistency or conflict between the provisions of the Note and this Amendment, the provisions of this Amendment will prevail and govern. All references to the Note shall hereinafter refer to the Note as amended by this Amendment.

f. The parties agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Amendment.

g. This Amendment and the Note and the documents referred to herein and therein, constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled.

[Remainderof page intentionally blank; signature page follows]

INWITNESS WHEREOF, the Holder and the Company have caused this First Amendment to Senior Unsecured Convertible Note to be duly executed by their respective duly authorized officers as of the date first above indicated.

BLACK TITAN CORPORATION
By:	/s/<br> Chay Weei Jye
Name:	Chay<br> Weei Jye
Title:	Co-Chief<br> Executive Officer
HOLDER:
ATW DIGITAL ASSET OPPORTUNITIES XII LLC
By:	/s/<br> Antonio Ruiz-Gimenez
Name:	Antonio<br> Ruiz-Gimenez
Title:	Authorized<br> Signatory

Principal Amount: $1,515,000

[SignaturePage to Amendment to the Unsecured Convertible Note]

Exhibit99.1

InstitutionalInfrastructure Note: The Convergence of Pre-IPO Equity, Agentic Finance, and Neobank Charters

NEWYORK CITY, NY / ACCESS Newswire / May 12^th^, 2026 / Black Titan Corporation (NASDAQ:BTTC)

ExecutiveSummary

The first week of May 2026 marks a structural pivot in the digital asset sector, characterized by the “retailization” of primary equity markets and the transition toward autonomous, AI-driven credit settlement. The simultaneous rise of exchange-led Pre-IPO instruments and the wide-scale deployment of “Morpho Agents” on the Base network suggests a regime shift: decentralized protocols are no longer merely mirrors of traditional finance (TradFi), but are now the primary infrastructure for previously illiquid private assets and high-velocity machine-driven commerce.

1)Exchange-Led Equity Tokenization: The Pre-IPO “Shadow Market” Goes Mainstream

The traditional barriers between private equity and retail liquidity are being dismantled as exchanges launch “Pre-IPO” instruments.

●	Bitget IPO Prime and SpaceX: Following its late April launch, Bitget’s “IPO Prime”<br> platform has seen significant volume for preSPAX tokens, which mirror the economic<br> performance of SpaceX ahead of its projected June 2026 listing. The implied valuation for<br> these retail-accessible instruments stands at approximately $150 billion, reflecting a “shadow<br> market” that previously only existed for accredited institutional LPs.
●	OKX and Intercontinental Exchange (ICE) Synergy: Building on the $25 billion valuation anchored<br> by ICE (parent of the NYSE), OKX is preparing for an H2 2026 launch of tokenized stocks.<br> This partnership marks a definitive “watershed moment” where traditional exchange<br> infrastructure is utilized to provide real-time cryptocurrency data in exchange for NYSE-listed<br> tokenized derivatives.

●

Bitget IPO Prime and SpaceX: Following its late April launch, Bitget’s “IPO Prime” platform has seen significant volume for preSPAX tokens, which mirror the economic performance of SpaceX ahead of its projected June 2026 listing. The implied valuation for these retail-accessible instruments stands at approximately $150 billion, reflecting a “shadow market” that previously only existed for accredited institutional LPs.

●

OKX and Intercontinental Exchange (ICE) Synergy: Building on the $25 billion valuation anchored by ICE (parent of the NYSE), OKX is preparing for an H2 2026 launch of tokenized stocks. This partnership marks a definitive “watershed moment” where traditional exchange infrastructure is utilized to provide real-time cryptocurrency data in exchange for NYSE-listed tokenized derivatives.

2)Autonomous DaaS & Agentic Finance: Morpho Agents Beta on Base

The deployment of Morpho Agents this week has introduced a functional “Machine-to-Machine” (M2M) layer to the Lending-as-a-Service (LaaS) sector.

●	Autonomous Credit Origination: The “User Agent” module allows AI systems to manage lending<br> and borrowing positions without human intervention, utilizing natural language processing<br> to parse machine-friendly documentation.
●	Institutional Efficiency: Since January, over 130,000 AI agents have registered on-chain identities.<br> On the Base network, these agents are being utilized by treasury desks to dynamically rebalance<br> collateralized debt positions, minimizing liquidation risks and maximizing capital utilization<br> in real-time.
●	Modular Infrastructure: By separating the immutable infrastructure layer (Morpho Blue) from the<br> strategy layer (MetaMorpho), the protocol is successfully attracting institutional “Risk<br> Curators” who now manage independent credit markets with bespoke risk parameters.

3)Neobanking Structural Pivots: US Charter Trajectories and Hybrid Settlements

May 2026 market intelligence confirms a strategic shift as major global Neobanks, including Revolut and Nubank, move to formalize their presence within the U.S. regulatory perimeter.

●	National Bank Charters: Both Revolut and Nubank have secured critical milestones in their applications<br> for U.S. national bank charters. This move is designed to eliminate reliance on “intermediary”<br> sponsor banks, allowing for direct control over digital asset settlement and stablecoin integration.
●	Stablecoin Hubs: Neobanks are increasingly abandoning traditional SWIFT rails in favor of “Stablecoin<br> Sandwiches” (fiat-in, stablecoin-settlement, fiat-out). This hybrid model is capturing<br> significant market share in the B2B cross-border payment sector, offering near-instant settlement<br> at 90% lower operational costs.

4)Institutional RWA Expansion: The OpenWorld-Figure Tokenization Agreement

On May 5, 2026, OpenWorld Ltd. and Figure Technology Solutions (NASDAQ: FIGR) announced a landmark agreement to tokenize equity on the Onchain Public Equity Network (OPEN).

●	Capital Market Modernization: The agreement involves tokenizing OpenWorld’s equity securities<br> in connection with its proposed NASDAQ listing. This marks the first instance of a public-ready<br> entity utilizing a blockchain-native “Open Network” for primary equity issuance<br> and management.
●	Settlement Parity: The integration proves that public blockchains like Base and specialized subnets<br> can handle the compliance, KYC, and reporting requirements of the SEC and NASDAQ, effectively<br> merging the “back-office” of Wall Street with the transparency of the ledger.

MarketInterpretation

First,the democratization of private equity. The rise of Pre-IPO tokens on exchanges is not merely a new trading product; it is a structural challenge to the traditional venture capital and private equity “gatekeeper” model. By tokenizing the economic rights of firms like SpaceX, exchanges are capturing the “liquidity premium” that was previously reserved for institutional SPVs.

Second,the transition to “Invisible” DeFi. The success of Morpho Agents suggests that the next phase of DaaS growth is predicated on abstraction. Institutions are no longer “managing wallets”; they are “deploying agents.” This reduces the technical debt associated with Web3 integration, allowing Neobanks to treat DeFi protocols as simple, high-yield API endpoints.

Third,the “US Charter” moat. Neobanks that successfully secure U.S. national bank charters in 2026 will possess a significant competitive moat, as they will be the only entities capable of offering compliant, 24/7 yield-bearing stablecoin products to the American retail and SME markets under the finalized stablecoin guidance.

Outlook

For the remainder of Q2 2026, we anticipate:

1.	Pre-IPO Expansionary Phase: Competitors (e.g., OKX, Binance) are expected to fast-track their<br> own equity-token platforms to capture the liquidity premium generated by the impending SpaceX<br> listing.
2.	Yield-Curve Standardization: As “Agentic Finance” scales, we expect the emergence of a<br> standardized “On-Chain Risk-Free Rate” based on the aggregate yield of permissioned<br> RWA vaults on Base.
3.	Institutional M&A: Expect traditional fintech conglomerates to pursue acquisitions of DaaS infrastructure<br> providers to integrate autonomous settlement capabilities before the H2 fiscal cycle.

AboutBlack Titan Corp (NASDAQ: BTTC) Black Titan Corp is a recent digital asset technology company focusing on the DAT+ strategy, utilizing its corporate balance sheet to support, govern, and provide liquidity to decentralized protocols. For more information, please visit https://www.blacktitancorp.com/ttdat.html.

Thisresearch note is provided for informational purposes only and does not constitute investment advice, legal counsel, or a solicitationto buy or sell any financial instruments. Digital assets involve significant risk, including smart contract vulnerability and regulatoryshifts.

Forward-LookingStatements

Thispress release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of1995. These statements are based on current expectations and assumptions that are subject to change. Actual results may differ materiallyfrom those anticipated in the forward-looking statements. Forward-looking statements are subject to numerous risks and uncertaintiesthat may cause actual results to differ materially from those expressed or implied, including market volatility, regulatory developments.The Company undertakes no obligation to update or revise any forward-looking statements except as required by law.

Media& Investor Contact

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