UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): June 11, 2026

Titan Acquisition Corp

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42590		00-0000000N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer 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 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 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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On June 1, 2026, Titan Acquisition Corp, a Cayman Islands exempted company (“Titan”), entered into a Business Combination Agreement (the “Initial Business Combination Agreement”), by and among OpenPayd Global Holdings Limited, a Cayman Islands exempted company (“PubCo”), Titan Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), solely in its capacity as the Purchaser Representative, OpenPayd Holdings Limited, a company limited by shares incorporated in England and Wales (“Company”), Ozan Özerk, solely in his capacity as the Company Shareholders Representative, and the shareholders of the Company party thereto (collectively, the “Parties”).

On June 11, 2026, the Parties executed the first amendment to the Initial Business Combination Agreement (the “First Amendment” and as amended the “Business Combination Agreement”) which clarified that the Parties will use their reasonable best efforts to redeem all outstanding Purchaser Warrants prior to or concurrent with the Acquisition Closing.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement.

The foregoing descriptions of the First Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the First Amendment, a copy of which is filed as Exhibit 2.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit No.		Description
2.1		First Amendment to Business Combination Agreement dated June 11, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

	By:	/s/ Frank Mastrangelo
		Name:	Frank Mastrangelo
		Title:	Chief Executive Officer

Dated: June 12, 2026

Exhibit 2.1

Execution Version

FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT

This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of June 11, 2026, is entered into by and among Titan Acquisition Corp, a Cayman Islands exempted company with registered number 406165 and whose registered office is at c/o Appleby Global Services (Cayman) Limited, PO Box 500, Suite 210, 2^nd Floor, Winward III, Regatta Office Park, Grand Cayman, KY1-1106, Cayman Islands (“Purchaser”), Titan Acquisition Sponsor Holdco LLC, a Delaware limited liability company (“Sponsor”), solely in its capacity as the Purchaser Representative, OpenPayd Global Holdings Limited, a Cayman Islands exempted company with registered number 431347 and whose registered office is at c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1101, Cayman Islands (“Pubco”), OpenPayd Holdings Limited, a company limited by shares incorporated in England and Wales with company registration number 11565881 and whose registered office is at The Bower, 207-211 Old Street, London, England, EC1V 9NR (the “Company”), and Ozan Özerk, solely in his capacity as the Company Shareholder Representative. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).

RECITALS

WHEREAS, on June 1, 2026, the parties hereto and certain other parties identified therein entered into that certain Business Combination Agreement (the “Business Combination Agreement”);

WHEREAS, the parties hereto desire to correct a scrivener’s error in the Business Combination Agreement related to the Transferred Warrants; and

WHEREAS, in accordance with Section 13.8 of the Business Combination Agreement, the parties hereto desire to amend the terms of the Business Combination Agreement as set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. Amendment to Business Combination Agreement. The first sentence of Section 8.26 of the Business Combination Agreement is hereby amended to delete the following parenthetical in its entirety: “(other than any Purchaser Private Warrants representing the Transferred Warrants)”.

Section 2. References to and Effect on the Business Combination Agreement. This Amendment shall be effective as of the date hereof. Except as expressly amended by this Amendment, all of the terms, conditions and other provisions of the Business Combination Agreement shall continue to be in full force and effect in accordance with their respective terms. No reference to this Amendment need be made in any instrument or document making reference to the Business Combination Agreement, and any reference to the Business Combination Agreement in any such instrument or document shall be deemed to refer to the Business Combination Agreement as amended by this Amendment.

Section 3. Entire Agreement. This Amendment, the Business Combination Agreement (including Schedules 1, 2 and 3 and Exhibits A, B, C, D, E, F and G thereto) and the Ancillary Documents together set out the entire agreement among the parties hereto in respect of the subject matter contained herein and therein and supersede and extinguish any prior drafts, agreements, undertakings, warranties, promises, assurances and arrangements of any nature whatsoever, whether or not in writing, relating to the subject matter hereof and thereof.

Section 4. Miscellaneous. All relevant provisions of Article XIII (Miscellaneous) of the Business Combination Agreement shall, to the extent not already set forth in this Agreement, apply mutatis mutandis to this Amendment and to the Business Combination Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms as modified hereby.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

	TITAN ACQUISITION CORP

	By:	/s/ Frank Mastrangelo
	Name:	Frank Mastrangelo
	Title:	Chief Executive Officer

	TITAN ACQUISITION SPONSOR

	HOLDCO LLC

	By:	/s/ Frank Mastrangelo
	Name:	Frank Mastrangelo
	Title:	Managing Member

Signature Page to First Amendment to Business Combination Agreement

	OPENPAYD GLOBAL HOLDINGS LIMITED

	By:	/s/ Ozan Özerk
	Name:	Ozan Özerk
	Title:	Director

	By:	/s/ Ozan Özerk
	Name:	Ozan Özerk

Signature Page to First Amendment to Business Combination Agreement

	OPENPAYD HOLDINGS LIMITED

	By:	/s/ Iana Dimitrova
	Name:	Iana Dimitrova
	Title:	Director

	By:	/s/ David Bull
	Name:	David Bull
	Title:	Director

Signature Page to First Amendment to Business Combination Agreement