BTTC 6-K 2025 - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16

UNDERTHE SECURITIES EXCHANGE ACT OF 1934

Forthe month of October 2025

CommissionFile Number: 001-42880

BLACKTITAN CORPORATION

(Registrant’sName)

FFP(Corporate Services) Limited

2ndFloor Harbour Centre

159Mary Street

GeorgeTown

GrandCayman KY1-9006

CaymanIslands

(Addressof 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 ☐

INTRODUCTORYNOTE

BusinessCombination

As previously announced, Black Titan Corporation, a Cayman Islands exempted company limited by shares (“Black Titan” or “PubCo”) consummated the acquisition of all the issued and outstanding shares of Titan Pharmaceuticals, Inc., a Delaware corporation (“Titan”) and TalenTec Sdn. Bhd., a Malaysia private limited company (“TalenTec”), in accordance with the terms of that certain Merger and Contribution and Share Exchange Agreement, dated August 19, 2024 (as amended and supplemented, the “Merger Agreement”), by and among Black Titan, TTNP Merger Sub, Inc., a Delaware corporation, and a direct wholly owned subsidiary of Black Titan (“Merger Sub”), and TalenTec.

On October 1, 2025 (the “Closing Date”), as contemplated in the Merger Agreement and described in the section titled “Proposal No. 1 – The Business Combination Proposal” beginning on page 88 of the proxy statement/prospectus, as amended and supplemented (the “Proxy Statement/Prospectus”), dated July 22, 2025, Merger Sub merged with and into Titan, and Titan became a direct wholly owned subsidiary of Black Titan. Each issued and outstanding share of common stock of Titan was exchanged for one Black Titan Ordinary Share.

In accordance with the terms of that certain share exchange agreement, dated July 25, 2025, by and among Black Titan, Titan, TalenTec, and each of the TalenTec shareholders (the “Share Exchange Agreement”), immediately following the effectiveness of the Merger, each TalenTec shareholder contributed and exchanged all of its shares in TalenTec for Black Titan ordinary shares, $0.001 par value (“Ordinary Shares”). As a result of the share exchange, TalenTec became a direct wholly owned subsidiary of Black Titan. Pursuant to the terms of the Share Exchange Agreement, each TalenTec Shareholder contributed all of such it shares in TalenTec to Black Titan, and, in exchange Black Titan issued to the TalenTec Shareholders, for each share contributed, 8.524 newly issued Black Titan Ordinary Shares for a total of 7,210,800 Black Titan Ordinary Shares issued in the aggregate.

The transactions consummated pursuant to the Merger Agreement and the Share Exchange Agreement are hereinafter referred to as the “Business Combination.”

Pursuant to the Merger Agreement, at the effective time of the Merger:

●	By<br> virtue of the Merger, and without any action on the part of any party to the Merger Agreement or the holders of securities of Merger<br> Sub, each share of Merger Sub that is issued and outstanding immediately prior to the Merger shall automatically be converted into<br> an equal number of shares of Titan.
●	By<br> virtue of the Merger, and without any action on the part of the holders of Titan common stock, each share of Titan common stock that<br> was issued and outstanding immediately prior to the Merger Effective was automatically cancelled and ceased to exist, in exchange<br> for the right to receive one Black Titan Ordinary Share.
●	By<br>virtue of the Merger, and without any action on the part of the holders of Titan Series AA Preferred Stock each share of Titan Series<br>AA Preferred Stock that is issued and outstanding immediately prior to the Merger was automatically cancelled and ceased to exist in<br>exchange for the right to receive 1.07296 Black Titan Ordinary Shares.
●	By<br> virtue of the Merger, without any action on the part of any holder of Titan warrants or options, each Titan warrant or option that<br> was issued and outstanding immediately prior to the Merger become a warrant or option, as applicable, to purchase that number of<br> Black Titan Ordinary Shares equal to the number of shares of Titan Common Stock that would have been issuable upon the exercise of<br> that warrant or option, as applicable, at an exercise price per share equal to the per share exercise price of such warrant or<br> option, and otherwise upon the same terms and conditions, as set forth in the applicable underlying agreement. Other than as<br> described in the immediately preceding sentence, each such warrant or option so assumed shall continue to have, and shall be subject<br> to, the same terms and conditions as applied to the underlying warrant or option immediately prior to the Merger. Notwithstanding<br> the foregoing, a holder of those certain Titan warrants initially exercisable October 30, 2020, expiring December 1, 2025; or those<br> certain Titan warrants initially exercisable January 20, 2021, expiring July 20, 2026; or those certain Titan warrants initially<br> exercisable February 4, 2022, expiring August 4, 2027, may, within 30 days after the consummation of the Merger, require Titan to<br> purchase the unexercised portion of those warrants from the holder at the Black Scholes Value (as defined in the warrant) of that<br> portion.

The foregoing description of the Business Combination does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement and the Share Exchange Agreement, which are attached hereto as Exhibits 2.1 and 10.2, respectively, and are incorporated herein by reference.

ConvertiblePreferred Shares Subscription Agreement – the PIPE

On June 20, 2025, Black Titan and ARC Group Limited (the “Series A Investor”) entered into a subscription agreement for the purchase of up to $4,000,000 of Series A convertible preferred shares of Black Titan, $0.001 par value per share with a stated value of $1,000 per share (the “Series A Preferred Shares”), which may be done in tranches at the option of Black Titan by way of a “drawdown” (the “PIPE”). Under the SPA, Black Titan may, in its sole discretion, and upon written notice to the Series A Investor (the “Drawdown Notice”), sell to the Series A Investor such number of Series A Preferred Shares (each demand referred to as a “Drawdown”) as set forth in the Drawdown Notice, at any time from the time of the Closing until September 30, 2026 (the “Drawdown Period”). The Series A Preferred Shares are convertible into Black Titan Ordinary Shares at a conversion price equal to 85% of the VWAP for the trailing five business days as of the date Black Titan sends a Drawdown Notice. On August 21, 2025, the SPA was amended to increase the amount of Series A Preferred Shares to be purchased thereunder to up to $6,000,000.

On October 1, 2025, Black Titan submitted a Drawdown Notice for $5,500,000, resulting in the issuance of 5,500 Series A Preferred Shares to the Series A Investor.

Entryinto a Material Definitive Agreement

RegistrationRights Agreements

On October 1, 2025, Black Titan and Mr. Dass entered into a registration rights agreement with respect to the 2,344,100 Black Titan Ordinary Shares that Mr. Dass received in connection with the closing of the Business Combination (the “Registrable Securities”).

The Registration Rights Agreement provides that, at any time and from time to time on or after consummation of the Business Combination, Mr. Dass may make a written demand for registration of all or part of his Registrable Securities. Upon receipt of such demand, Black Titan shall file, as promptly as possible thereafter, a resale registration statement with the U.S. Securities and Exchange Commission (the “SEC”), and shall use commercially reasonable best efforts to cause the registration statement to be declared effective as soon as possible after filing and, once effective, to keep the registration statement continuously effective until there are no longer any Registrable Securities that had been registered thereunder. The Company shall be obligated to file no more than one long-form demand registration statement or a total of three demand registration statements.

The demand registration rights provided therein are subject to cutbacks if a reduction in the number of Registrable Securities is required by the SEC. To the extent cutbacks occur, promptly following such time as may be permitted by the SEC, the Company shall be required to file a registration statement covering the resale of the cut back securities (subject also to the terms of this Section) and shall use its best efforts to cause such Registration Statement to be declared effective as promptly as practicable.

A copy of the Registration Rights Agreement is filed with this Report on Form 6-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Registration Rights Agreement is qualified in its entirety by reference thereto.

Completion of Acquisition or Disposition of Assets.

On August 26, 2025, the Business Combination was approved by the stockholders of Titan at the special meeting of stockholders of Titan (the “Meeting”). The Business Combination was completed on October 1, 2025.

The following information is provided about the business of TalenTec following the consummation of the Business Combination, set forth below under the following captions:

●	Cautionary<br> Note Regarding Forward-Looking Statements;;
●	Risk<br> Factors;
●	Information<br> Related to PubCo (Black Titan)
●	Information<br> Related to Talentec
●	PubCo’s<br> Management’s Discussion and Analysis of Financial Condition and Results of Operations
●	Talentec’s<br> Management’s Discussion and Analysis of Financial Condition and Results of Operations
●	Management<br> of PubCo Following the Business Combination
●	Beneficial<br> Ownership of Talentec;
●	Certain<br> Relationships and Related Person Transactions;
●	Description<br> of PubCo Securities;
●	Regulations<br> Applicable to the Company;
●	Legal<br> Proceedings;
●	Financial<br> Statements and Exhibits.

CautionaryNote Regarding Forward-Looking Statements

We make forward-looking statements in this Current Report on Form 6-K, including in the statements incorporated herein by reference. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements are subject to risks uncertainties and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.

The forward-looking statements are based on the current expectations of Black Titan and its management of and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to:

You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, TalenTec’s actual results or performance may be materially different from those expressed or implied by its forward-looking statements. Some factors that could cause TalenTec’s actual results to differ include:

●	TalenTec’s<br> ability to grow market share in its existing markets or any new markets it may enter;
●	TalenTec’s<br> ability to execute its growth strategy, manage growth and maintain its corporate culture as it grows;
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●	the<br> regulatory environment and changes in laws, regulations or policies in the jurisdictions in which TalenTec operates;
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●	political<br> instability in the jurisdictions in which TalenTec operates;
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●	anticipated<br> technological trends and developments and TalenTec’s ability to address those trends and developments with its products and<br> offerings;
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●	the<br> ability to protect information technology systems and platforms against security breaches or otherwise protect confidential<br> information or platform users’ personal identifiable information;
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●	the<br> risk that the Business Combination disrupts current plans and operations of TalenTec as a result of the announcement and<br> consummation of the Business Combination;
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●	man-made<br> or natural disasters, including war, acts of international or domestic terrorism, civil disturbances, occurrences of catastrophic<br> events and acts of God such as floods, earthquakes, wildfires, typhoons and other adverse weather and natural conditions that affect<br> TalenTec’s business or assets;
---	---
●	the<br> loss of key personnel and the inability to replace such personnel on a timely basis or on acceptable terms;
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●	Black<br> Titan’s ability to raise financing in the future;
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●	exchange<br> rate fluctuations;
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●	legal,<br> regulatory and other proceedings;
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●	changes<br> in interest rates or rates of inflation;
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●	tax<br> laws and the interpretation and application thereof by tax authorities in the jurisdictions where the Company operates;<br> and
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●	Black<br> Titan’s ability to maintain the listing of its securities on Nasdaq following the Business Combination.
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Nothing in this Form 6-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Black Titan does not undertake any obligation to update or revise any forward-looking statements, whether because of new information, future events or otherwise, except as may be required under applicable securities laws.

Business

The business of TalenTec is described in the Proxy Statement/Prospectus in the section entitled “Information Related to TalenTec” beginning on page 124, which is incorporated herein by reference.

RiskFactors

The risk factors related to the business and operations of TalenTec and the Business Combination are set forth in the Proxy Statement/Prospectus in the section entitled “Risk Factors” beginning on page 41, which is incorporated herein by reference.

Management’sDiscussion and Analysis of Financial Condition and Operations

Reference is made to the disclosure contained in the Proxy Statement/Prospectus beginning on page 142 in the section entitled “Pubco’sManagement’s Discussion and Analysis of Financial Condition and Results of Operations,” and on page 143 in the section entitled “TalenTec’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are incorporated by reference herein.

BeneficialOwnership Of Securities Of Black Titan

The following table sets forth information regarding the beneficial ownership of Black Titan’s Ordinary Shares immediately following the consummation of the Business Combination on October 1, 2025, by:

●	each person or “group”<br> (as such term is used in Section 13(d)(3) of the Exchange Act) known by Black Titan to be the beneficial owner of more than 5% of<br> shares of our Ordinary Shares;
●	each of the executive officers<br> and directors of Black Titan; and
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●	all executive officers<br> and directors of Black Titan’s as a group.
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Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

The beneficial ownership of Black Titan’s Ordinary Shares is based on 7,210,800 Ordinary Shares issued and outstanding as of October 1, 2025.

Unless otherwise indicated, Black Titan believes that each person named in the table below has sole voting and investment power with respect to all shares of common stock beneficially owned by him.


Avraham Ben-Tzvi(1)	9,563	*
Chay Weei Jye	0	*
Brynner Chiam	0	*
Francisco Osvaldo Flores Garcia	0	*
Firdauz Edmin Bin Mokhtar	0	*
Gabriel Loh	0	*
All Directors and Officers as a group (6 persons)	9,563	*
5% and Greater Owners
The Sire Group Ltd. and Jeffrey Chung(2)	1,019,313	14.1	%
Danny Vincent Dass(3)	2,344,100	32.5	%
ARC Group Limited(4)	720,358	9.9	%
Koay Chee Leong(5)	639,300	8.9	%
Leow Kian Yong(6)	639,300	8.9	%
Goh Chee Siong(7)	681,920	9.5	%

*Lessthan one percent

(1)	Includes<br> 6,250 Ordinary Shares subject to options exercisable within 60 days.
(2)	The<br> Sire Group Limited is wholly owned by Jeffrey Chung. Mr. Chung is the beneficial owner of<br> the Ordinary Shares held by The Sire Group and has sole voting and dispositive power over<br> the shares. The address for the Sire Group Limited is No.4 Franky Building, Providence Industrial<br> Estate, Mahe, Seychelles—.
(3)	Danny<br> Vincent Dass directly holds 2,344,100 Ordinary Shares. Mr. Dass has sole voting and dispositive<br> power with respect to such shares. The address for Mr. Dass is 21, Lengkok Lumba Kuda, Race<br> Course Garden,11400 Ayer Itam, Pulau Pinang, Malaysia.
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(4)	Mr.<br> Abraham Cinta beneficially owns 720,358 Ordinary Shares through the ARC Group Limited. As<br> CEO of the ARC Group Limited, the record owner of the shares, Mr. Cinta has sole voting<br> and dispositive power over the shares. The address for the ARC Group Limited is 1539 Nanjing<br> West Road, Office Tower 2, Floor 43, Kerry Center 200040, Shanghai China. The reporting<br> persons have the right to acquire the referenced number of shares upon the conversion of<br> Series A convertible preferred shares, at a conversion ratio determined in accordance<br> with the terms of the applicable agreement (using the VWAP during the five consecutive<br> trading days ending on September 30, 2025).
(5)	Koay<br> Chee Leong directly holds 639,300 Ordinary Shares. Mr. Koay acquired these Ordinary Shares<br> in connection with the completion of the share exchange consummated on October 1, 2025. Mr.<br> Koay has sole voting and dispositive power with respect to such shares. The address for Mr.<br> Koay is 47-3-23, Tingkat Paya Terubong 4, Paya Terubong, 11060 Ayer Itam, Pulau Pinang, Malaysia.
(6)	Leow<br> Kian Yong directly holds 639,300 Ordinary Shares. Mr. Leow acquired these Ordinary Shares<br> in connection with the completion of the share exchange consummated on October 1, 2025. Mr.<br> Leow has sole voting and dispositive power with respect to such shares. The address for Mr.<br> Leow is 65, Lintang Bukit Penara 4, 11000 Balik Pulau, Pulau Pinang, Malaysia.
(7)	Goh<br> Chee Siong directly holds 681,920 Ordinary Shares. Mr. Goh acquired these Ordinary Shares<br> in connection with the completion of the share exchange consummated on October 1, 2025. Mr.<br> Leow has sole voting and dispositive power with respect to such shares. The address for Mr.<br> Goh is 439 Persiaran Mayang Pasir 4, Bayan Baru 11950 Bayan Lepas, Pulau, Pulau Pinang, Malaysia.

Directorsand Executive Officers

Black Titan’s directors and executive officers after the consummation of the Business Combination are described in the Proxy Statement/Prospectus beginning on page in the section entitled “Management of Pubco Following the Business Combination” beginning on page 154 and that information is incorporated herein by reference, and as supplemented by the Proxy Statement/Prospectus Supplement No. 4 to the Proxy Statement/Prospectus, dated September 19, 2025 in the section entitled “Recent Developments – Appointmentof New Chief Executive Officer and Chief Financial Officer.”

In connection with the Closing, each of Titan’s and Merger Sub’s officers and directors resigned.

DirectorIndependence

The Nasdaq Stock Market LLC (“Nasdaq”) listing rules require that a majority of the board of directors of a company listed on Nasdaq be composed of “independent directors,” which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

As a foreign private issuer within the meaning of the rules under the Securities and Exchange Act of 1934, as amended (the “34Act”), PubCo is permitted to follow the corporate governance practices of its home country, the Cayman Islands, in lieu of the corporate governance standards of Nasdaq applicable to U.S. domestic companies.. As a foreign private issuer, PubCo is also subject to reduced disclosure requirements and are exempt from certain provisions of the U.S. securities rules and regulations applicable to U.S. domestic issuers such as the rules regulating solicitation of proxies and certain insider reporting and short-swing profit rules. Nonetheless, PubCo intends to align itself with the practices adopted by Nasdaq-listed U.S. domestic companies to the best of its ability to provide its shareholders with enhanced transparency and protection.

Independenceof Directors

Upon the closing of the Business Combination, the size of PubCo’s board of directors is six directors, four of whom qualify as independent within the meaning of the independent director guidelines of Nasdaq and Rule 10A-3 of the 34 Act. Messrs. Avraham Ben-Tzvi, Firdauz Edmin Bin Mokhtar, Francisco Osvaldo Flores García and Gabriel Loh will be “independent directors.”

Committeesof the Board of Directors

Following the closing of the Business Combination, the standing committees of the Board consist of an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee.

PubCo’s audit committee will consist of Firdauz Edmin Bin Mokhtar, Francisco Osvaldo Flores García and Gabriel Loh, with Firdauz Edmin Bin Mokhtar serving as the chair of the committee. Each proposed member of the audit committee qualifies as an independent director under the Nasdaq corporate governance standards and the independence requirements of Rule 10A-3 of the Exchange Act. In addition, each proposed member of the audit committee is financially literate. Following the Business Combination, the board of directors will determine which member of the audit committee qualifies as an “audit committee financial expert”, as defined in Item 407(d)(5) of Regulation S-K, and possesses financial sophistication, as defined under the rules of Nasdaq. The description of the audit committee included in the Proxy Statement/Prospectus in the section entitled “Management of Pubco Following the Business Combination —Committeesof the Board of Directors—Audit Committee” beginning on page 156 is incorporated herein by reference.

PubCo’s nominating and corporate governance committee will consist of Francisco Osvaldo Flores García, Avraham Ben-Tzvi, and Firdauz Edmin Bin Mokhtar, with Francisco Osvaldo Flores García, serving as the chair of the committee. Each proposed member of the nominating and corporate governance committee is “independent” as defined under the applicable listing standards of Nasdaq and SEC rules and regulations. The description of the nominating and corporate governance Committee included in the Definitive Proxy Statement in the section entitled “Management of Pubco Following the Business Combination — Committees of the Board of Directors —Nominating and Corporate Governance Committee” beginning on page 157 is incorporated herein by reference.

PubCo’s compensation committee will consist of Firdauz Edmin Bin Mokhtar and Francisco Osvaldo Flores García, with Francisco Osvaldo Flores García serving as the chair of the committee. Each proposed member of the Compensation Committee is “independent” as defined under the applicable Nasdaq listing standards, including the standards specific to members of a compensation committee. The description of the Compensation Committee included in the Proxy Statement/Prospectus in the section entitled “Management ofPubco Following the Business Combination — Committees of the Board of Directors — Compensation Committee” beginning on page 157 is incorporated herein by reference

Executiveand Director Compensation

Following the Closing, PubCo intends to develop an executive compensation program that is consistent with existing compensation policies and philosophies of Nasdaq-listed peer companies, which are designed to align the interest of executive officers with those of its stakeholders, while enabling PubCo to attract, motivate and retain individuals who contribute to the long-term success of PubCo. Specific determinations with respect to director and executive compensation after the Business Combination have not yet been made.

CertainRelationships and Related Person Transactions

The description of certain relationships and related transactions is included in the Proxy Statement/Prospectus in the section entitled “CertainRelationships and Related Person Transactions” beginning on page 161, which is incorporated herein by reference.

LegalProceedings

The description of legal proceedings is included in the Proxy Statement/Prospectus in the section entitled “Legal Proceedings” on page 134, which is incorporated herein by reference.

MarketPrice of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Black Titans Ordinary Shares trade on the Nasdaq under the symbol “BTTC.” BTTC has not paid any cash dividends on its shares of capital stock to date. It is the present intention of the Board to retain all earnings, if any, for use in BTTC s business operation and, accordingly, the Board does not anticipate declaring any dividends in the foreseeable future. The payment of cash dividends in the future will be dependent upon BTTC s’ revenue and earnings, if any, capital requirements and general financial condition. The payment of any cash dividends is within the discretion of the Board. Further, the ability of BTTC to declare dividends may be limited by the terms of financing or other agreements entered by it or its subsidiaries from time to time.

RecentSales of Unregistered Securities

The securities issued in connection with the PIPE were not registered under the Securities Act of 1933, as amended (the “SecuritiesAct”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Descriptionof Securities

A description of Black Titan’s Ordinary Shares, Preferred Shares and Series A Preferred Shares is included in the Proxy Statement/Prospectus in the section entitled “Description of PubCo Securities” beginning on page 176, as supplemented by the Proxy Statement/Prospectus Supplement No. 4 to the Proxy Statement/Prospectus, dated September 19, 2025 in the section entitled “Amendment to Articlesof Association,” which is incorporated herein by reference.

Indemnificationof Directors and Officers

Information about the indemnification of PubCo directors and officers is set forth in the Proxy Statement/Prospectus in the section entitled “Comparisonof Corporate Governance and Shareholder Rights – Indemnification of Directors and Officers” beginning on page 189 and inBlack Titan’s Registration Statement on Form F-4 (File No. 333-287709) filed with the SEC on July 3, 2025, beginning on page II-1 in Item 14 of Part II thereof, which is incorporated herein by reference.

FinancialStatements and Exhibits.

(a)Financial Statements of Businesses Acquired.

The audited consolidated financial statements of Black Titan as of July 31, 2024 and for the period July 11, 2024 (inception) through July 31, 2024 and the unaudited financial statements of Black Titan as of January 31, 2025 and for the six months ended January 31, 2025, together with the notes thereto, are set forth in the Proxy Statement/Prospectus beginning on page F-34 and are incorporated herein by reference.

The audited financial statements of Talentec as of July 31, 2024 and 2023, and for the years ended July 31, 2024 and 2023, and the unaudited condensed consolidated financial statements of Talentec as of January 31, 2025 and for the six months ended January 31, 2024 and 2025, together with the notes thereto, are set forth in the Proxy Statement/Prospectus beginning on page F-48 and are incorporated herein by reference.

The audited financial statements of Titan as of December 31, 2024 and 2023, and for the years ended December 31, 2024 and 2023, and the unaudited financial statements of Titan as of March 31, 2025 and for the three months ended March 31, 2025 and 2024, together with the notes thereto, are set forth in the Proxy Statement/Prospectus beginning on page F-2 and are incorporated herein by reference.

(b)Pro Forma Financial Information.

The unaudited pro forma condensed combined financial information of Black Titan, Titan and TalenTec as of January 31, 2025 and for the year ended July 31, 2024, is set forth in Exhibit 99.1 hereto and is incorporated herein by reference.

FinancialStatements and Exhibits.

The following exhibits are being filed herewith:

Exhibit No.	Description
Exhibit<br> 2.1	Agreement<br> and Plan of Merger, dated as of August 19, 2024, incorporated by reference to Exhibit 2.1 to Registration Statement on Form F-4 (Reg.<br> no 333-287709), filed June 2, 2025.
Exhibit<br> 10.1	Registration<br> Rights Agreement, between Black Titan and Danny Vincent Dass, entered into October 1, 2025 (filed herewith).
Exhibit<br> 10.2	Share<br> Exchange Agreement, dated as of July 25, 2025 (incorporated by reference to Exhibit 10.7 to Post-effective Amendment no.1, filed<br> September 26, 2025, to Registration Statement on Form F-4 (Reg. no 333-287709).
Exhibit<br> 99.1	Unaudited<br> Pro Forma Condensed Combined Financial Information (filed herewith).

SIGNATURES

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
Date:	October<br> 8, 2025	By:	/s/ Chay Weei Jye
		Name:	Chay Weei Jye
		Title:	Chief Executive Officer

Exhibit10.1

Exhibit99.1

UNAUDITEDPRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The following unaudited pro forma condensed combined financial information has been prepared to aid in your analysis of the financial impacts of (1) the transaction between TTNP and PubCo, Merger Sub and the Company and (2) certain related transactions. The pro forma financial information reflects the combination of historical financial information of TTNP, PubCo and TalenTec, adjusted to give effect to (A) the transactions, inclusive of the issuance of PubCo Ordinary Shares for PubCo Series A preferred stock, TTNP Common Stock, TTNP Series AA Preferred Stock, TTNP Series B Preferred Stock, TTNP Series C Preferred Stock and the exchange of PubCo Ordinary Shares for TalenTec’s ordinary shares in accordance with the terms of the Merger Agreement, and (B) the payment of transaction costs, as required by the Merger Agreement, as each are subsequently described in greater detail. Hereinafter, TTNP, PubCo and TalenTec are collectively referred to as the “companies,” and the companies, subsequent to the transaction, are referred to herein as the “Combined Company.”

The unaudited pro forma condensed combined balance sheet, which has been presented for the Combined Company as of January 31, 2025, gives effect to the Transactions as if they were consummated on January 31, 2025. (PubCo has adopted a July 31 fiscal year) The unaudited pro forma condensed combined statements of operations, which have been presented for the Combined Company for the six months ended January 31, 2025 and for the year ended July 31, 2024, give pro forma effect to the Transactions as if they had occurred on August 1, 2023. The historical consolidated financial information of TTNP, historical combined financial information of PubCo and historical combined financial information of TalenTec, f/k/a KE Sdn. Bhd. have been adjusted in the pro forma financial statements, which depicts the accounting for the transaction (“Transaction Accounting Adjustments”) and allows optional pro forma adjustments that present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). The unaudited pro forma Transaction Accounting Adjustments represent management’s estimates based on information available as of the date of this unaudited pro forma condensed combined consolidated financial information and are subject to change as additional information becomes available and analyses are performed. The pro forma financial statements have been presented for informational purposes only and are not necessarily indicative of what the Combined Company’s financial position or results of operations actually would have been had the transaction been completed as of the dates indicated. In addition, the pro forma financial statements do not purport to project the future financial position or operating results of the Combined Company.

The unaudited pro forma condensed combined financial statements are provided for illustrative purposes only and are not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the combined company.

The unaudited pro forma condensed combined financial information was derived from, and should be read in conjunction with, the following historical financial statements and the accompanying notes:

●	the<br> historical unaudited condensed financial statements of TTNP as of and for the three months ended March 31, 2025, which are included<br> in TTNP’s Quarterly Report on Form 10-Q for the three months ended March 31, 2025, filed with the SEC on May 14, 2025, the<br> historical unaudited condensed financial statements of TTNP as of and for the nine months ended September 30, 2024, which are included<br> in TTNP’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2024, filed with the SEC on January 3, 2025,<br> the historical audited financial statements of TTNP as of and for the year ended December 31, 2024, which are included in TTNP’s<br> Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 20, 2025.
●	the<br> historical audited financial statements of PubCo, as of and for the year ended July 31, 2024.
●	the<br> historical audited consolidated financial statements of TalenTec, f/k/a KE Sdn. Bhd., as of and for the year ended July 31, 2024.

●

the historical unaudited condensed financial statements of TTNP as of and for the three months ended March 31, 2025, which are included in TTNP’s Quarterly Report on Form 10-Q for the three months ended March 31, 2025, filed with the SEC on May 14, 2025, the historical unaudited condensed financial statements of TTNP as of and for the nine months ended September 30, 2024, which are included in TTNP’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2024, filed with the SEC on January 3, 2025, the historical audited financial statements of TTNP as of and for the year ended December 31, 2024, which are included in TTNP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 20, 2025.

●

the historical audited financial statements of PubCo, as of and for the year ended July 31, 2024.

●

the historical audited consolidated financial statements of TalenTec, f/k/a KE Sdn. Bhd., as of and for the year ended July 31, 2024.

The unaudited pro forma condensed combined financial information should also be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in TTNP’s Quarterly Report on Form 10-Q for the three months ended March 31, 2025, filed with the SEC on May 14, 2025, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in TTNP’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2024, filed with the SEC on January 3, 2025 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in TTNP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 20, 2025, and included elsewhere in this proxy statement/prospectus.

Descriptionof the Transactions

The unaudited pro forma condensed combined financial statements reflect (1) the transaction between TTNP, PubCo and TalenTec in accordance with the Merger Agreement dated August 19, 2024, and (2) additional transactions directly related to and/or triggered by the transaction. More specifically, the unaudited pro forma condensed combined financial statements give effect to the following material events:

●	the<br> issuance of PubCo Ordinary Shares in exchange for all of the issued and outstanding TTNP Common Stock at 1:1 basis in accordance<br> with the Merger Agreement dated August 19, 2024;
●	the<br> issuance of PubCo Ordinary Shares in exchange for all of the issued and outstanding TTNP Series AA Preferred Stock at 1.07296:1 basis<br> in accordance with the Merger Agreement;
●	the<br> issuance of PubCo Ordinary Shares in exchange for all of the issued and outstanding TTNP Series B Preferred Stock at 1:3.333 basis<br> in accordance with the Merger Agreement;
●	the<br> issuance of PubCo Ordinary Shares in exchange for all of the issued and outstanding TTNP Series C Preferred Stock at a conversion<br> price of $3.40; on June 26, 2025, TTNP and a financial investor have completed a private placement of TTNP Series C Preferred Stock.<br> Pursuant to the purchase agreement, Blue Harbour purchased 60,000 shares of TTNP Series C Preferred Stock for an aggregate purchase<br> price of $600,000. The shares of TTNP Series C Preferred Stock have a conversion price of $3.40.
●	the<br> issuance of PubCo Ordinary Shares upon the conversion of PubCo Series A Preferred Stock at a conversion price of $3.57 (based on<br> 85% of the closing price of TTNP as of June 30, 2025) on June 20, 2025, the Company and a financial investor entered into a subscription<br> agreement (the “SPA”) for the purchase of up to $4,000,000 of Series A convertible preferred shares of PubCo, $0.001<br> par value per share with a stated value of $1,000 per share;
●	the<br> change of TTNP warrants or options to purchase a certain number of TTNP Common Stock to PubCo warrants or options to purchase the<br> same number of PubCo Ordinary Shares issuable upon the exercise of that warrant or option, as applicable, at an exercise price per<br> share equal to the per share exercise price of such warrant or option, and otherwise upon the same terms and conditions as set forth<br> in the applicable underlying agreement. Notwithstanding the foregoing, a holder of those certain TTTNP warrants initially exercisable<br> October 30, 2020, expiring December 1, 2025; or those certain TTNP warrants initially exercisable January 20, 2021, expiring July<br> 20, 2026; or initially exercisable February 4, 2022, expiring August 4, 2027, may, within 30 days after the consummation of the TTNP<br> Merger, require TTNP to purchase the unexercised portion of those warrants from the holder at the Black Scholes Value (as defined<br> in the warrant) of that portion.
●	the<br> issuance of PubCo Ordinary Shares in exchange for all of the issued and outstanding TalenTec Shares at 8.524:1 basis in accordance<br> with the Merger Agreement.

Upon the closing of the Transactions, (i) existing TTNP Stockholders (other than the Related Parties) will own approximately 26.8% of the issued and outstanding PubCo Ordinary Shares; (ii) TalenTec’s existing security holders will own approximately 47.51% of the outstanding PubCo Ordinary Shares; and (iii) the Related Parties, through their ownership of TTNP Common Stock on the date hereof, will own less than one percent of the issued and outstanding PubCo Ordinary Shares. Such ownership percentages could be subject to proportional dilution for any required financing in connection with the Closing.

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The following table provides an estimate of the Combined Company’s ordinary shares that are anticipated to be outstanding immediately subsequent to consummation of the Transactions:

Combined Company ordinary shares held by:
TTNP Stockholders, the Related Parties	3,313	0.0	%
TTNP Stockholders, other than the Related Parties and TTNP preferred stockholders	1,326,921	14.6	%
PubCo Series A preferred stockholder*	2,319,972	25.6	%
TTNP Series AA preferred stockholder	869,226	9.6	%
TTNP Series B preferred stockholder	67,420	0.7	%
TTNP Series C preferred stockholder	176,470	1.9	%
TalenTec stockholder, Danny Vincent Dass	2,344,100	25.9	%
TalenTec stockholders, other than Mr. Dass	1,960,520	21.6	%
	9,067,942	100.0	%
TalenTec’s existing security holders	4,943,920	54.5	%

* Includes shares otherwise issuable to a TalenTec Shareholder that he has agreed shall be issued to the PubCo Series A Stockholder.

Accountingfor the Transaction

Notwithstanding the legal form of the transaction pursuant to the Merger Agreement, the transaction is accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, TTNP is treated as the acquired company for financial reporting purposes, and TalenTec is treated as the accounting acquirer. In accordance with this accounting method, the transaction is treated as the equivalent of TalenTec’s issuing stock for the net assets of TTNP, accompanied by a recapitalization. The net assets of TTNP are stated at historical cost, with no goodwill or other intangible assets recorded, and operations prior to the closing of the transaction are those of TalenTec.

TalenTec was deemed the accounting acquirer for purposes of the transaction based on an evaluation of the following facts and circumstances:

●	TalenTec’s<br> senior management team as of immediately prior to the Transactions comprises senior management of the post-closing Combined Company;
●	TalenTec<br> designated a majority of the members of the Combined Company’s initial Board of Directors; and
●	TalenTec’s<br> operations comprise the ongoing operations of the Combined Company.

Basisof Pro Forma Presentation

In accordance with Article 11 of Regulation S-X, pro forma adjustments to the combined historical financial information of TTNP, PubCo and TalenTec, give effect to transaction accounting adjustments that (1) depict in the unaudited pro forma condensed combined balance sheet the accounting required to be applied to the Transactions pursuant to U.S. GAAP assuming those adjustments were made as of January 31, 2025 and (2) depict in the unaudited pro forma condensed combined statements of operations the effects of the pro forma balance sheet adjustments, assuming those adjustments were made as of the beginning of the earliest period presented. Accordingly, non-recurring pro forma adjustments that impact the pro forma income of the Combined Company have been recorded to the unaudited pro forma condensed combined statement of operations for the six months ended January 1, 2025, and for the year ended July 31, 2024, as the Transactions are assumed to have occurred on August 1, 2023 for purposes of presenting pro forma statement of operations information. TTNP, PubCo and TalenTec have not had any historical relationship prior to the Transactions, thus preparation of the accompanying pro forma financial information did not require any adjustments with respect to such activities.

The unaudited pro forma condensed combined financial information has been presented to provide relevant information necessary for an understanding of the Combined Company subsequent to completion of the Transactions. However, the unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results and financial position that would have been achieved had the Transactions occurred on the dates indicated, and does not reflect adjustments for any anticipated synergies, operating efficiencies, tax savings or cost savings. The pro forma adjustments represent estimates based on information available as of the dates of the unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available. Assumptions and estimates underlying the pro forma adjustments set forth in the unaudited pro forma condensed combined financial information are described in the accompanying notes. The actual financial position and results of operations of the Combined Company subsequent to consummation of the Transactions may differ significantly from the pro forma amounts reflected herein.

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UNAUDITEDPRO FORMA CONDENSED COMBINED BALANCE SHEET

(InU.S. dollars thousands, except for share and per share data, or otherwise noted)


			January<br> 31, 2025			January<br> 31, 2025
			3(B) <br><br> Black Titan			3(C)<br><br> TalenTec Sdn. Bhd.			Transaction<br> <br>Accounting Adjustments				Pro Forma<br> Combined
ASSETS
Current assets:
Cash and cash equivalents	1,945			-		$	372		$	(250	)	3(a)	$	8,799
										(868	)	3(b)		-
										7,600		3(d)		-
Restricted cash	-			-			566			-				566
Accounts receivable, net	-			-			337			-				337
Amount due from a related party	81			-			-			(81	)	3(e)		-
Deferred costs	-			-			67			-				67
Deferred offering costs	-			-			541			(541	)	3(b)		-
Prepaid expenses and other current<br> assets	130			-			56			-				186
Total current assets	2,156			-			1,939			5,860				9,955
Non-current assets:
Property and equipment, net	-			-			107			-				107
Operating lease right-of-use assets	-			-			174			-				174
Total non-current<br> assets	-			-			281			-				281
TOTAL ASSETS	2,156			-		$	2,220		$	4,260			$	10,236
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable	194			-		$	214			-			$	408
Notes payable	-			-			69			-				69
Contract liability	-			-			182			-				182
Amounts due to related parties	-			72			-			(72	)	3(e)		-
Accrued expenses and other current liabilities	85			-			525			(369	)	3(b)		241
Operating lease liabilities, current	-			-			59			-				59
Current portion of long-term borrowings	-			-			51			-				51
Total current liabilities	279			72			1,100			(441	)			1,010
Non-current liability:
Operating Lease liabilities -<br> non-current	-			-			115			-				115
Total non-current liability	-			-			115			-				115
Total liabilities	279			72			1,215			(441	)			1,125
Commitments and contingencies	-			-			-			-				-
Stockholders’ equity (deficit):
TTNP preferred stock, 0.001 par value	1			-			-			(1	)	3(c)		-
TTNP common stock, 0.001 par value	1			-			-			(1	)	3(c)		-
TalenTec common stock, 0.3830 (RM1) par value	-			-			209			(209	)	3(c)		-
PubCo ordinary shares, 0.001 par value	-			-			-			9		3(c)		9
Additional paid-in capital	398,974			-			783			(1,040	)	3(b)		9,170
										(397,147	)	3(c)
										7,600		3(d)
Accumulated deficit	(397,099	)		(72	)		(23	)		(250	)	3(a)		(104	)
										397,349		3(c)
										(9	)	3(e)
Accumulated other comprehensive<br> loss	-			-			36			-				36
Total stockholders’<br> equity (deficit)	1,877			(72	)		1,005			6,301				9,111
Total liabilities<br> and stockholders’ equity	2,156			-		$	2,220		$	5,860			$	10,236

All values are in US Dollars.

See accompanying notes to the unaudited pro forma condensed combined financial information.

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UNAUDITEDPRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS**(In U.S. dollars thousands, except for shareand per share data, or otherwise noted)**

	Historical
	For the six months ended
	March 31, 2025			January 31, 2025			January 31, 2025
	4(A) Titan Pharmaceuticals, Inc.			4(B) Black Titan			4(C) TalenTec Sdn. Bhd.			Transaction<br><br> <br>Accounting Adjustments				Pro Forma Combined
Revenues	$	-		$	-			1,683		$	-			$	1,683
Cost<br> of revenues		-			-			1,062			-				1,062
Gross profit		-			-			621			-				621
Operating expenses:
Selling<br> and marketing expenses		-			-			7			-				7
General<br> and administrative expenses		1,200			68			296			250		4(a)		1,814
Total operating expenses		1,200			68			303			250				1,821
Profit (loss) from operations		(1,200	)		(68	)		318			(250	)			(1,200	)
Other expense, net:
Interest<br> expense, net		-			-			(4	)		-				(4	)
Other<br> expense, net		(153	)		-			(19	)		-				(172	)
Total other expense, net		(153	)		-			(23	)		-				(176	)
Income (loss) before income taxes		(1,353	)		(68	)		295			(250	)			(1,376	)
Income<br> tax expense		-			-			-			-				-
Net income (loss)	$	(1,353	)	$	(68	)		295		$	(250	)		$	(1,376	)
Weighted<br> average number of ordinary shares outstanding - basic and diluted		914,233													9,067,942	4(d)
Net<br> loss per ordinary share - basic and diluted	$	(1.48	)											$	(0.15	)

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UNAUDITEDPRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS**(In U.S. dollars thousands, except for shareand per share data, or otherwise noted)**

	Historical
	For the years ended
	September 30, 2024			July 31, 2024			July 31, 2024
	5(A) Titan Pharmaceuticals, Inc.			5(B) Black Titan			5(C) TalenTec Sdn. Bhd.			Transaction<br><br> <br>Accounting Adjustments				Pro Forma Combined
Revenues	$	-		$	-			2,124		$	-			$	2,124
Cost<br> of revenues		-			-			1,438			-				1,438
Gross profit		-			-			686			-				686
Operating expenses:
Selling<br> and marketing expenses		-			-			17			-				17
General<br> and administrative expenses		5,335			4			551			250		5(a)		6,140
Research<br> and development expenses		487			-			-			(487	)	5(b)		-
Total operating expenses		5,822			4			568			(237	)			6,157
Loss from operations		(5,822	)		(4	)		118			237				(5,471	)
Other income (expense), net:
Interest<br> expense, net		(12	)		-			(48	)		-				(60	)
Gain<br> on asset sale		23			-			-			(23	)	5(c)		-
Other<br> expense, net		(75	)		-			83			-				8
Total other expense, net		(64	)		-			35			(23	)			(52	)
Loss before income taxes		(5,886	)		(4	)		153			214				(5,523	)
Provision<br> for income taxes		-			-			-			-				-
Net loss	$	(5,886	)	$	(4	)		153		$	214			$	(5,523	)
Weighted<br> average number of ordinary shares outstanding - basic and diluted		858,971													9,067,942	5(d)
Net<br> loss per ordinary share - basic and diluted	$	(6.85	)											$	(0.61	)

See accompanying notes to the unaudited pro forma condensed combined financial information.

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NOTE1. BASIS OF PRESENTATION

The transaction between TTNP, PubCo and TalenTec is accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, TTNP is treated as the acquired company for financial reporting purposes, and TalenTec is treated as the accounting acquirer. The transaction is treated as the equivalent of TalenTec issuing stock for the net assets of TTNP, accompanied by a recapitalization. The net assets of TTNP are stated at historical cost, with no goodwill or intangible assets recorded. Operations prior to the transaction are those of TalenTec.

The unaudited pro forma condensed combined balance sheet assumes that the Transactions were completed on January 31, 2025. The unaudited pro forma condensed combined statements of operations for the six months ended January 31, 2025 and for the year ended July 31, 2024 give pro forma effect to the Transactions as if they had occurred on August 1, 2023. Non-recurring pro forma adjustments that impact the pro forma income of the Combined Company have been recorded to the pro forma condensed combined statement of operations for the six months ended January 31, 2025 and for the year ended July 31, 2024, as the Transactions are assumed to have occurred on August 1, 2023 for purposes of presenting pro forma income statement information.

TTNP has a fiscal year end of December 31, while TalenTec has a fiscal year end of July 31, accordingly the most recent period ended balance sheet date for TTNP is March 31, 2025 and for TalenTec is January 31, 2025. As TalenTec has been determined to be the accounting acquirer, its latest balance sheet date was used for pro forma presentation (January 31, 2025) and their prior fiscal year end was used for prior annual period presentation. According to SEC Regulation S-X, when the acquiree’s year end is more than one quarter different than the registrant’s year end, the acquirer combines its annual income statement with the acquiree’s for a 12-month period that ends within one quarter of the registrant’s year end. Accordingly, in the pro forma financial statements the following periods have been combined:

●	Historical<br> balance sheet of PubCo as of January 31, 2025, historical balance sheet of TalenTec as of January 31, 2025 and historical balance<br> sheet of TTNP as of March 31, 2025.
●	Historical<br> statement of operations of PubCo for the six months ended January 31, 2025 and for the fiscal year ended July 31, 2024;
●	Historical<br> statement of operations of TalenTec for the six months ended January 31, 2025 and for the fiscal year ended July 31, 2024;
●	Historical<br> statement of operations of TTNP for the six months ended March 31, 2025, which derived by subtracting the financial result for the<br> nine months ended September 30, 2024 from the combined financial results for the three months ended March 31, 2025 and the fiscal<br> year ended December 31, 2024;
●	Historical<br> statement of operations of TTNP for the twelve months ended September 30, 2024, which derived by subtracting the financial result<br> for the nine months ended September 30, 2023 from the combined financial results for the nine months ended September 30, 2024 and<br> the fiscal year ended December 31, 2023.

The unaudited pro forma condensed combined financial information was derived from, and should be read in conjunction with, the following historical financial statements and the accompanying notes:

●	the<br> historical unaudited condensed financial statements of TTNP as of and for the three months ended March 31, 2025, which are included<br> in TTNP’s Quarterly Report on Form 10-Q for the three months ended March 31, 2025, filed with the SEC on May 14, 2025, the<br> historical unaudited condensed financial statements of TTNP as of and for the nine months ended September 30, 2024, which are included<br> in TTNP’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2024, filed with the SEC on January 3, 2025,<br> the historical audited financial statements of TTNP as of and for the year ended December 31, 2024 and 2023, which are included in<br> TTNP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 20, 2025.
●	the<br> historical audited combined financial statements of PubCo as of and for the year ended July 31, 2024 and the historical unaudited<br> condensed financial statements of PubCo as of and for the six months ended January 31, 2025.
●	the<br> historical audited combined financial statements of TalenTec as of and for the year ended July 31, 2024 and the historical unaudited<br> condensed combined financial statements of TalenTec as of and for the six months ended January 31, 2025.

●

the historical unaudited condensed financial statements of TTNP as of and for the three months ended March 31, 2025, which are included in TTNP’s Quarterly Report on Form 10-Q for the three months ended March 31, 2025, filed with the SEC on May 14, 2025, the historical unaudited condensed financial statements of TTNP as of and for the nine months ended September 30, 2024, which are included in TTNP’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2024, filed with the SEC on January 3, 2025, the historical audited financial statements of TTNP as of and for the year ended December 31, 2024 and 2023, which are included in TTNP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 20, 2025.

●

the historical audited combined financial statements of PubCo as of and for the year ended July 31, 2024 and the historical unaudited condensed financial statements of PubCo as of and for the six months ended January 31, 2025.

●

the historical audited combined financial statements of TalenTec as of and for the year ended July 31, 2024 and the historical unaudited condensed combined financial statements of TalenTec as of and for the six months ended January 31, 2025.

The unaudited pro forma condensed combined financial information does not give effect to any management adjustments or anticipated synergies, operating efficiencies, cost savings or other benefits that may result from consummation of the Transactions. The pro forma adjustments are based on currently available information and certain assumptions and methodologies believed to be reasonable under the circumstances. Management has made significant estimates and assumptions in its determination of the pro forma adjustments and, accordingly, actual amounts may differ materially from the information presented. However, management believes that its assumptions and estimates provide a reasonable basis for presenting all of the significant effects of the Transactions based on information available to management at the time, and the pro forma adjustments give appropriate effect to those assumptions and are applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position of the Combined Company would have been had the Transactions taken place on the dates indicated, nor is the information indicative of the future consolidated results of operations or financial position of the Combined Company.

NOTE2. ACCOUNTING POLICIES

Upon consummation of the Business Combination, management will perform a comprehensive review of the two entities’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of the Post-Combination Company. Based on its initial analysis, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.

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NOTE3. ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:

Proforma notes:

3(A)	Derived<br> from the unaudited consolidated balance sheet of TTNP as of March 31, 2025.
3(B)	Derived<br> from the unaudited balance sheet of PubCo as of January 31, 2025.
3(C)	Derived<br> from the unaudited consolidated balance sheet of TalenTec as of January 31, 2025.

Proforma Balance Sheet Transaction Accounting Adjustments:

3(a)	To<br> reflect preliminary estimated transaction costs of $250 thousand to reduce cash, not yet reflected in the historical financial statements,<br> which are expected to be incurred by TTNP in connection with the Business Combination, such as advisory, legal and auditor fees,<br> as an increase in accrued expenses and accumulated deficit in the unaudited pro forma condensed combined balance sheet
3(b)	To<br> reflect preliminary estimated transaction costs of $499 thousand and repayment to accrued expenses and other current liabilities<br> of $369 thousand to reduce cash, which are expected to be incurred by TalenTec in connection with the Business Combination, such<br> as advisory, legal and auditor fees. The estimated transaction costs of $499 thousand and deferred offering costs of $541 thousand,<br> will be deducted from the additional paid-in capital in the unaudited pro forma condensed combined balance sheet
3(c)	To<br> reflect the recapitalization of TalenTec pursuant to the Merger Agreement, through (i) the issuance of 1,330,234 shares of PubCo<br> Ordinary Shares in exchange for 1,330,234 shares of TTNP Common Stock at the exchange ratio of 1:1, (ii) the issuance of 869,226<br> PubCo Ordinary Shares in exchange for 810,118 shares of TTNP Series AA Preferred Stock at the exchange ratio of 1:1.07296, (iii)<br> the issuance 67,420 PubCo Ordinary Shares in exchange for 20,227 shares of TTNP Series B Preferred Stock at the exchange<br> ratio of 1:3.333, (iv) the issuance of 176,470 PubCo Ordinary Shares in exchange for 60,000 shares of TTNP Series C Preferred Stock<br> at a conversion price of $3.40, (v) the issuance of 1,680,672 PubCo Ordinary Shares upon the conversion of PubCo Series A Preferred<br> Stock at a conversion price of $3.57 (based on 85% of the closing price of TTNP as of June 30, 2025), (vi) the issuance of 4,943,920<br> shares of PubCo Ordinary Shares in exchange for 580,000 shares of TalenTec Ordinary Shares at the exchange ratio of 1:8.524, and<br> to reflect (vi) the de-recognition of accumulated deficit of TTNP which is reversed to additional paid-in capital.
3(d)	To<br> reflect the issuance of 100,000 shares of TTNP Series B Preferred Stock to Blue Harbour, in a private placement on March 29, 2025,<br> at a price of $10.00 per share, for an aggregate purchase price of $1,000,000, the issuance of 60,000 shares of PubCo Series B convertible<br> preferred shares, $0.001 par value per share with a stated value of $10 per share for an aggregate purchase price of $600,000 and<br> the issuance of 6,000 shares of PubCo Series A convertible preferred shares, $0.001 par value per share with a stated value of $1,000<br> per share for an aggregate purchase price of $6,000,000.
3(e)	To<br> reflect the internal elimination of receivables between TTNP and PubCo.

The de-recognition of accumulated deficit of TTNP is determined as follows (in thousands):

Accumulated deficit of TTNP as of March 31, 2025	$	397,099
Preliminary estimated transaction costs of TTNP, see Note 3(a)		250
Total adjustment to derecognize the accumulated deficit, see Note 3(c)	$	397,349

The reconciliation to the adjustment to additional paid-in capital is determined as follows (in thousands):

Derecognize the preferred stock of TTNP as of March 31, 2025	$	1
Derecognize the common stock of TTNP as of March 31, 2025		1
Derecognize the common stock of TalenTec as of January 31, 2025		209
Derecognize the accumulated deficit of TTNP as adjusted		(397,349	)
Recognize the PubCo Ordinary Shares		(9	)
Total adjustment to additional paid-in capital, see Note 3(c)	$	(397,147	)

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NOTE4. ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JANUARY 31, 2025

The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:

Proforma notes:

4(A)	Derived<br> from the unaudited consolidated statement of operations and comprehensive loss of TTNP for the six months ended March 31, 2025.
4(B)	Derived<br> from the unaudited statement of operations and comprehensive loss of PubCo for the six months ended January 31, 2025.
4(C)	Derived<br> from the unaudited consolidated statement of operations and comprehensive income of TalenTec for the six months ended January 31,<br> 2025.

Given TalenTec’s history of net losses and valuation allowance, management assumed an effective tax rate of 0%. Therefore, the pro forma adjustments to the unaudited pro forma condensed combined statement of operations resulted in no additional income tax adjustment to the unaudited pro forma condensed combined financial information.

Proforma Statement of Operations Transaction Accounting Adjustments:

4(a)	To<br> reflect TTNP’s estimated advisory, legal, audit and other costs related to the TTNP Merger, as an increase to general and administrative<br> expenses.
4(b)	The<br> pro forma combined basic and diluted net loss per share has been adjusted. In addition, the number of shares used in calculating<br> the pro forma combined basic and diluted net loss per share has been adjusted to reflect the estimated total number of shares of<br> PubCo Ordinary Shares of the combined company for the presenting period. The pro forma weighted average shares have been calculated<br> as follows:
	Basic			Diluted
---	---	---	---	---	---	---
Historical weighted average number of TTNP common stock outstanding		914,233			914,233
De-recognition of TTNP common stock in connection with the TTNP Merger		(914,233	)		(914,233	)
Estimated shares of PubCo Ordinary Share expected to be issued in connection with the TTNP Merger upon Closing		9,067,942			9,067,942
Pro forma combined weighted average number of ordinary shares outstanding		9,067,942			9,067,942

NOTE5. ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE YEARS ENDED JULY 31, 2024

The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:

Proforma notes:

5(A)	Derived<br> from the unaudited consolidated statement of operations and comprehensive loss of TTNP for the 12 months ended September 30, 2024.
5(B)	Derived<br> from the audited statement of operations and comprehensive PubCo for the year ended July 31, 2024.
5(C)	Derived<br> from the audited consolidated statement of operations and comprehensive TalenTec for the year ended July 31, 2024.

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Proforma Statement of Operations Transaction Accounting Adjustments:

5(a)	To<br> reflect TTNP’s estimated advisory, legal, audit and other costs related to the TTNP Merger, as an increase to general and administrative<br> expenses.
5(b)	To<br> reflect the de-recognition of TTNP’s research and development expenses related to discontinued research and development activities.
5(c)	To<br> reflect the gain on sales of TTNP’s assets related to discontinued activities.
5(d)	The<br> pro forma combined basic and diluted net loss per share has been adjusted. In addition, the number of shares used in calculating<br> the pro forma combined basic and diluted net loss per share has been adjusted to reflect the estimated total number of shares of<br> PubCo Ordinary Shares of the combined company for the presenting period. The pro forma weighted average shares have been calculated<br> as follows:
	Basic			Diluted
---	---	---	---	---	---	---
Historical weighted average number of TTNP common stock outstanding		858,971			858,971
De-recognition of TTNP common stock in connection with the TTNP Merger		(858,971	)		(858,971	)
Estimated shares of PubCo Ordinary Share expected to be issued in connection with the TTNP Merger upon Closing		9,067,942			9,067,942
Pro forma combined weighted average number of ordinary shares outstanding		9,067,942			9,067,942

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