8-K

Titan Acquisition Corp. (TACH)

8-K 2025-05-30 For: 2025-05-29
View Original
Added on April 06, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 29, 2025

Titan Acquisition Corp

(Exact name of registrant as specified in its charter)

Cayman Islands 001-42590 00-0000000N/A
(State or other jurisdiction<br>of incorporation) (Commission<br>File Number) (IRS Employer<br>Identification No.)

131 Concord Street

Brooklyn, NY 11201

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (347) 720-2907

Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one warrant TACHU The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share TACH The Nasdaq<br> Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share TACHW The Nasdaq<br> Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item8.01. Other Events

On May 29, 2025, Titan Acquisition Corp (the “Company”) announced that, commencing on or about June 2, 2025, the holders of the Company’s units (the “Units”) will be able to elect to separately trade the Class A ordinary shares and warrants included in the Units. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. The Units not separated will continue to trade on the Nasdaq Global Market (the “Nasdaq”) under the symbol “TACHU” and each of the shares of Class A ordinary shares and warrants are expected to separately trade on the Nasdaq under the symbols “TACH” and “TACHW,” respectively.

Item9.01 Financial Statements and Exhibits

(d) Exhibits

EXHIBIT

INDEX

Exhibit No. Description
99.1 Press Release, dated May 29, 2025.
1

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 hereunto duly authorized.

TITAN ACQUISITION CORP
Date: May 30, 2025 /s/<br> Frank Mastrangelo
Name: Frank Mastrangelo
Title: Chief Executive Officer
2

Exhibit 99.1

Titan Acquisition Corp Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing on or about June 2, 2025

BROOKLYN, May 29, 2025 – Titan Acquisition Corp (Nasdaq: TACHU) (the “Company”) announced that holders of the units sold in the Company’s initial public offering of 27,600,000 units, which includes 3,600,000 units issued pursuant to the exercise by the underwriters of their overallotment option, completed on April 10, 2025 (the “Offering”) may elect to separately trade the Class A ordinary shares and warrants included in the units commencing on or about June 2, 2025. Any units not separated will continue to trade on The Nasdaq Global Market under the symbol “TACHU”, and each of the Class A ordinary shares and warrants will separately trade on The Nasdaq Global Market under the symbols “TACH” and “TACHW,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants.

The Company is a blank check company incorporated as an exempted company under the laws of the Cayman Islands, which will seek to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

A registration statement relating to the securities was declared effective on April 8, 2025, in accordance with Section 8(a) of the Securities Act of 1933, as amended. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Cautionary Note Concerning Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial business combination. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement for the initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contact

Titan Acquisition Corp

Mr. Adeel Rouf

Chief Financial Officer, President and Director

131 Concord Street

Brooklyn, NY 11201

Email: adeel@Titan-spac.com