Announcement • Jun 02

Openpayd Holdings Limited entered into a definitive business combination agreement to acquire Titan Acquisition Corp (NasdaqGM:TACH) in a reverse merger transaction.

Openpayd Holdings Limited entered into a definitive business combination agreement to acquire Titan Acquisition Corp (NasdaqGM:TACH) in a reverse merger transaction on June 1, 2026. Each issued and outstanding Titan ordinary share will be converted into and exchanged for the right to receive one PubCo ordinary share, subject to public shareholders’ redemption rights, and each issued and outstanding Titan public and private warrant will be converted into and exchanged for the right to receive one corresponding PubCo warrant. Transaction values OpenPayd at an equity value of $1.145 billion on a pro-forma basis. At closing, PubCo will acquire all OpenPayd shares by issuing PubCo ordinary shares to OpenPayd shareholders with an aggregate value (based on the redemption price payable for Titan Class A ordinary shares) equal to $800,000,000 less the Company Advisor transaction fee amount. Under the agreement, Titan will merge into PubCo, with PubCo surviving as the publicly listed entity and Titan’s securities converting into equivalent PubCo securities. At the same time, PubCo will acquire all shares of OpenPayd from its shareholders in exchange for PubCo ordinary shares, resulting in OpenPayd becoming a wholly owned subsidiary of PubCo. Upon closing, OpenPayd is expected to receive up to $276 million in gross proceeds from Titan's trust account, assuming no redemptions by Titan’s public shareholders. Upon completion of the transaction, OpenPayd will become a publicly listed company on Nasdaq under the ticker symbol “OP.” The transaction is subject to approval by regulatory board / committee, approval of merger agreement by target board, approval of offer by acquirer board, approval of offer by target shareholders, registration statement effectiveness (S-4 / F-4) and listing / approval of new shares on stock exchange. The transaction has been unanimously approved by the boards of directors of both OpenPayd and Titan and is expected to close in the fourth quarter of 2026. Anne Martina Group acted as financial advisor for Openpayd Holdings Limited. Deloitte UK acted as accountant for Openpayd Holdings Limited. Michael J. Blankenship of Winston & Strawn LLP acted as legal advisor for Titan Acquisition Corp. Cantor Fitzgerald & Co. acted as capital markets advisor for Titan Acquisition Corp. Burson Buchanan Limited acted as strategic communications advisor for Openpayd Holdings Limited. Alain Dermarkar and Michael Walraven of Allen Overy Shearman Sterling US LLP acted as legal advisor for Openpayd Holdings Limited.

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