F-1/A: Black Titan Completes Merger, Faces Significant Losses

Black Titan Corporation finalized its business combination with Titan Pharmaceuticals and TalenTec, but the combined entity projects a substantial pro forma net loss and faces high market volatility.

Summary

• Black Titan Corporation completed its business combination with Titan Pharmaceuticals, Inc. (TTNP) and TalenTec Sdn. Bhd. on October 1, 2025, with Black Titan becoming the parent company.
• Black Titan's Ordinary Shares commenced trading on The Nasdaq Stock Market LLC (Nasdaq) under the symbol BTTC on October 2, 2025.
• The filing registers up to 5,917,484 Ordinary Shares for resale by selling shareholders, including 2,344,100 shares from the business combination, 1,474,530 from Series A Preferred conversion, 176,470 from Series C Preferred conversion, 9,563 underlying options, 512,820 from a settlement agreement, and 1,400,001 for advisory services.
• As of December 12, 2025, the closing price of Black Titan's Ordinary Shares was $2.75, significantly below the exercise prices of outstanding options ($30.40 and $26.20), making their exercise unlikely.
• TalenTec, the accounting acquirer, reported an increase in total revenues by 26.3% to $2,683,126 and net income by 37% to $209,911 for the year ended July 31, 2025.
• TTNP reported a net loss of $(2,055,000) for the nine months ended September 30, 2025, an improvement from $(3,916,000) in the comparable period of 2024.
• The unaudited pro forma condensed combined financial information projects a net loss of $(9,061,000) for the combined company for the year ended July 31, 2025.
• Black Titan itself incurred a net loss of $(163,173) for the year ended July 31, 2025, and had a working capital deficit of $(167,120).
• The company entered into a PIPE (Private Investment in Public Equity) with ARC Group Limited for up to $6,000,000 in Series A convertible preferred shares, with $5,500,000 drawn down on October 1, 2025.
• Advisory agreements were signed on December 1, 2025, to issue 1,400,001 Ordinary Shares to Rentei International Limited, Gokika Global Limited, and BlackTea Hong Kong Limited for corporate, digital transformation, and financial advisory services, respectively.

Sentiment

Score: 3

Explanation: The sentiment is cautious to negative due to the substantial pro forma net loss of the combined entity, historical going concern issues for Black Titan and TTNP, and the significant discount of the current share price relative to outstanding options. While TalenTec's standalone performance is positive and growth strategies are outlined, the overall financial picture post-merger presents considerable risks and uncertainties for investors.

Positives

• TalenTec, the core operating business, demonstrated strong revenue growth of 26.3% to $2,683,126 and net income growth of 37% to $209,911 for the year ended July 31, 2025.
• TalenTec's cash flow from operating activities significantly improved, increasing from $191,554 in 2024 to $394,218 in 2025.
• The company maintains a 100% subscription renewal rate for its existing customers, indicating strong customer satisfaction and recurring revenue stability.
• TalenTec has long-standing relationships with key clients, including a regulatory authority in Malaysia for over 25 years and brand-name clients in hospitality for over 10 years.
• The Human Capital Management (HCM) software market in APAC is projected to grow at a CAGR of 15.02% to $18.18 billion by 2030, presenting significant market opportunities for TalenTec.
• TalenTec's competitive strengths include a comprehensive business network with multiple top-tier HCM software vendors, customer-oriented services with experienced industry specialists, and a commitment to customized solutions.
• The company is actively pursuing growth strategies, including expanding its HCM product offerings, developing a new SaaS HCM application for the hospitality industry, and regional expansion into Indonesia, Philippines, and Vietnam.
• The Malaysian government's regulatory support for digitalization and economic development, along with increasing demand for unified HR functions and AI integration, are strong market drivers for HCM solutions.

Negatives

• The combined entity, Black Titan Corporation, projects a substantial pro forma net loss of $(9,061,000) for the year ended July 31, 2025, indicating significant financial challenges post-merger.
• Both Black Titan and Titan Pharmaceuticals (TTNP) had recurring losses and working capital deficits, raising substantial doubt about their ability to continue as a going concern prior to the business combination.
• The current trading price of Black Titan's Ordinary Shares ($2.75 as of December 12, 2025) is significantly below the exercise prices of outstanding options ($30.40 and $26.20), making cash exercise of these options unlikely and limiting potential capital inflow from this source.
• TalenTec's financial projections, prepared prior to an $800,000 equity investment, included working capital deficits of $387,000, $646,000, and $976,000 for fiscal years 2024, 2025, and 2026, respectively, highlighting underlying liquidity concerns.
• TalenTec is highly dependent on a few customers, with three customers accounting for approximately 34% of total revenue in fiscal year 2025, posing a significant risk if these relationships are lost.
• The company's target market for HCM solutions is limited to large organizations due to the high cost of implementation, potentially restricting growth opportunities.
• Most of TalenTec's customer contracts are short-term, requiring continuous efforts to secure new contracts and renewals to maintain business, which introduces revenue uncertainty.
• The company is exposed to foreign exchange transaction risks, as it transacts in multiple currencies (MYR, SGD) and does not hedge its exposure, leading to potential impacts on profitability from currency fluctuations.
• TalenTec's business operations are subject to numerous legal and regulatory risks in Malaysia and Singapore, including evolving privacy laws, data regulation, and tax liabilities, which could result in significant costs and compliance challenges.
• The company's international expansion plans into the Philippines and Vietnam are subject to significant resources, management attention, and regulatory, economic, and political risks, with no assurance of success.

Risks

• Financial projections may not prove to be reflective of actual financial results, leading to an adverse impact on the market price of Ordinary Shares.
• Dependence on licenses, reseller contracts, and distribution agreements with third-party software vendors (e.g., Oracle, Dayforce, Humanica, Microimage); changes in terms or termination of these relationships could materially affect financial performance.
• Loss of key in-house consultants and staff, or inability to attract and retain them, could disrupt project deliverables and delay billing schedules.
• Intense competition from other HCM solutions providers and vendors, including direct competition from the company's own vendors, could adversely affect business, operating results, or financial condition.
• Dependency on a few customers for a significant part of revenue (34% from three customers in fiscal year 2025) creates vulnerability to loss of business.
• The high cost of HCM solutions limits the target market to large organizations with substantial human resources budgets.
• The project-based and contract-based nature of the business, along with timing of delivery, may lead to fluctuations in revenue, profit, and operating cash flow.
• Exposure to credit risk and default payment by customers, which could adversely affect operating cash flows or financial results.
• Borrowing risks and restrictive covenants in credit facilities, including potential increases in interest rates and limitations on operating and financial flexibility.
• Exposure to foreign exchange transaction risks due to operations in multiple countries and lack of hedging, impacting profitability.
• HCM solution project deliverables are exposed to unexpected delays or interruptions caused by operational factors, accidents, and natural disasters beyond control, potentially leading to liquidated damages claims.
• Success depends on growth in market acceptance of the digitalization of human resources processes; failure to persuade potential customers could hinder business growth.
• Inability to rapidly grow the sales force could prevent anticipated business growth and harm financial condition.
• Failure to maintain or enhance reputation or brand recognition could harm business, customer relationships, and ability to attract new clients.
• Inability to successfully implement business strategies, including regional expansion and new product development, could adversely affect financial performance.
• Most customer contracts are short-term, requiring continuous securing of new contracts to maintain business.
• Exposure to economic, political, legal, and regulatory environments in countries of operation (Malaysia, Singapore, Indonesia, Philippines, Vietnam), which could adversely affect revenue and net income.
• Lack of adequate insurance coverage for all potential losses or liabilities.
• Risk of security breaches in third-party HCM solutions, potentially affecting reputation and leading to costs and liabilities.
• Evolving privacy concerns and regulations (e.g., Malaysia PDPA, Singapore PDPA) may reduce adoption of solutions and increase compliance challenges.
• Reliance on open-source software (e.g., Sunfish Workplaze HR) carries risks of license non-compliance, potentially requiring release of proprietary code or re-engineering.
• TalenTec's management team has limited experience managing a public company, potentially leading to challenges in reporting, internal controls, and investor relations.
• Failure to implement and maintain an effective system of internal controls over financial reporting could lead to inaccurate reporting, fraud, and adverse impact on stock price.
• Loss of foreign private issuer status would require compliance with full U.S. reporting requirements, incurring significant additional expenses.
• Exemption from certain Nasdaq corporate governance standards as a foreign private issuer may provide less protection to shareholders.
• Inability to satisfy or maintain Nasdaq listing requirements could negatively affect stock price and liquidity.
• Difficulties in protecting shareholder interests through U.S. courts due to incorporation under Cayman Islands law.
• No expectation of declaring dividends in the foreseeable future, requiring investors to rely on stock price appreciation.
• Lack of research or adverse changes in recommendations by securities or industry analysts could cause stock price and trading volume to decline.
• Status as an emerging growth company with reduced disclosure requirements may make Ordinary Shares less attractive to investors.
• Sales of substantial amounts of Ordinary Shares by selling shareholders could adversely affect prevailing market prices and liquidity.
• The IRS may not agree that Black Titan should be treated as a non-U.S. corporation for U.S. federal income tax purposes, leading to substantial U.S. tax liability.
• Classification as a Passive Foreign Investment Company (PFIC) could subject U.S. Holders to adverse U.S. federal income tax consequences.

Future Outlook

The company plans to grow its HCM solutions business by expanding its presence regionally to Indonesia, Philippines, and Vietnam, enhancing existing offerings, and increasing sales. This includes participating in the development of a SaaS HCM application focused on the hospitality industry, with a beta version rollout intended for the end of calendar 2025. The company also intends to continue building strong customer relationships, enhancing customer retention, and facilitating the transition of existing clients to hybrid and cloud-based solutions. Black Titan is exploring long-term strategic crypto initiatives, including direct coin acquisitions, mining, and fintech-related mergers and acquisitions.

Management Comments

• Management expects Black Titan to continue relying on related-party support and anticipated Transaction Financing until completion of the Business Combination.
• Management believes that the financial support commitment from its shareholder will resolve the going concern uncertainties for Black Titan.
• TalenTec's management believes its ability to support different solutions with on-staff consultants gives it a competitive edge over other HCM service providers.
• TalenTec's management is optimistic about available expansion opportunities in Southeast Asia, given that many organizations in the region have not yet adopted cloud-based HCM solutions.
• TalenTec's management team is expanding services related to digitalization, leading to increased sales and marketing expenses.

Industry Context

The Human Capital Management (HCM) software market in the Asia Pacific (APAC) region is experiencing steady growth, projected to reach $18.18 billion by 2030 with a CAGR of 15.02%. Key drivers include regulatory support from governments (e.g., Malaysia's national agenda for digitalization), increasing demand for unified HR functions, and the integration of advanced technologies like Artificial Intelligence (AI) in HCM software. There is a significant industry shift towards cloud-based HCM solutions, with 60% of midmarket and large enterprise organizations expected to invest in cloud-deployed HCM suites by 2025. TalenTec operates in a competitive and fragmented market with numerous solution providers and vendors, including Oracle, Dayforce, Humanica, and Microimage, as well as regional competitors like Ramssol, Payroll2U, and Kakitangan.com.

Comparison to Industry Standards

• TalenTec competes with approximately six solution providers and vendors in Malaysia, four in Singapore, five in the Philippines, and five in Indonesia, all offering HCM solutions from major vendors or their own products.
• Ramssol Group Bhd is identified as the No.1 Southeast Asian people solutions provider, with a subsidiary (RAMS Solution Sdn Bhd) directly competing with TalenTec in Oracle HCM implementation and IT staff augmentation.
• Payroll2U, headquartered in Singapore, offers payroll outsourcing and proprietary SaaS payroll management software (smartPAY), sometimes collaborating with TalenTec.
• Kakitangan.com, based in Malaysia, targets small and medium businesses with its HCM platform and accounting software integrations.
• The APAC HCM market is projected to grow at a 15.02% CAGR to $18.18 billion by 2030, with Malaysia's HCM revenue expected to reach $422.7 million (14.15% CAGR) and Singapore's $354.6 million (13.98% CAGR) by 2030. Indonesia's HCM revenue is projected to grow to $165.5 million (12.85% CAGR) by 2030, and Vietnam's to $186.8 million (6.5% CAGR) by 2033. These projections indicate a robust market environment for HCM solutions in TalenTec's target regions.

Management Changes

Corporate Governance

Legal Proceedings

• A legal proceeding initiated in 2020 against Titan Pharmaceuticals by a former employee alleging wrongful termination, retaliation, emotional distress, negligent supervision, hiring and retention, and slander. Fedson, Inc. assumed all liabilities related to this claim in September 2023 as part of an asset purchase agreement.

Related Party Transactions

• Black Titan Corporation had amounts due to Titan Pharmaceuticals, Inc. of $3,947 as of July 31, 2024, and $147,120 as of July 31, 2025, for formation and accrued offering costs.
• TalenTec's bank borrowings were guaranteed by shareholders Ho Say San and Choo Yeow.
• The Sire Group Ltd. (controlled by former TalenTec shareholder Mr. Seow) made an interest-free loan of $355,450 to TalenTec for pre-listing costs and expenses, which has been repaid.
• Mr. Ho Say San, a TalenTec director, made advances to the company from time to time, which were repaid.
• Titan Pharmaceuticals received $250,000 in funding from David E. Lazar (former CEO) in July 2023 via an unsecured promissory note, which was repaid in September 2023.
• Titan Pharmaceuticals received $500,000 in funding from Choong Choon Hau in August 2023 via a convertible promissory note, which was converted into 54,132 shares of common stock in March 2024.
• Titan Pharmaceuticals made payments of approximately $13,000 (2024) and $109,000 (2023) to a law firm operated by Avraham Ben-Tzvi, a Board member.
• Titan Pharmaceuticals made aggregate severance payments of approximately $1.2 million to David Lazar, Kate Beebe DeVarney, Eric Greenberg, Matthew C. McMurdo, and David Natan upon their resignations in April 2024.
• A Consulting Services Agreement between TalenTec and Sire (for SaaS application development) was novated by Sire to Brictec Co Ltd, which is owned by Koay Chee Leong, a TalenTec Shareholder.

Stakeholder Impact

• **Shareholders:** Potential for significant dilution due to the large number of shares registered for resale by selling shareholders. The substantial pro forma net loss and historical going concern issues for the parent entities could negatively impact share price and investor confidence. Limited protection for rights due to Cayman Islands incorporation and foreign private issuer status.
• **Employees:** TalenTec's success depends on attracting and retaining skilled consultants and staff; any loss could disrupt projects. The business combination involved management changes and severance payments for former TTNP executives.
• **Customers:** TalenTec's dependence on a few key customers (34% of revenue from three customers) means any loss of these relationships could significantly impact the business. Delays in project implementation could lead to customer dissatisfaction and liquidated damages claims. The shift to cloud-based solutions and AI integration aims to enhance customer efficiency.
• **Suppliers/Vendors:** TalenTec's reliance on third-party software vendors (e.g., Oracle, Dayforce) means changes in terms or termination of agreements could materially affect its ability to provide services. Concentration of purchases with certain suppliers (e.g., Supplier A accounted for 47.40% of purchases in 2025) creates dependency.
• **Creditors:** TalenTec has outstanding borrowings and credit facilities, with certain covenants and guarantees from shareholders. Working capital deficits in projections (prior to investment) indicate potential challenges in meeting obligations, though actual 2025 working capital is positive.

Next Steps

• Black Titan will continue to rely on related-party support and anticipated transaction financing to fund operations.
• TalenTec plans to expand its market share by continuing to add to its HCM product offerings.
• TalenTec will participate in the development of a SaaS HCM application focused on the hospitality industry, with a beta version rollout intended for the end of calendar 2025.
• TalenTec plans to expand its operations in Singapore and Indonesia and extend into Vietnam.
• Black Titan is exploring long-term strategic crypto initiatives, including direct coin acquisitions, mining, and fintech-related mergers and acquisitions.
• Black Titan will continue to build and develop strong customer relationships, enhance customer retention, and encourage referrals.
• The company will continue efforts to transition existing clients from on-premises solutions to hybrid and cloud-based models.

Key Dates

Recommendation

While TalenTec, the core operating entity, shows positive revenue and net income growth, the combined Black Titan Corporation faces significant challenges, including a substantial pro forma net loss and historical going concern issues for the parent entities. The current share price is significantly below option exercise prices, indicating poor market sentiment. The large number of shares registered for resale by selling shareholders could also create downward pressure on the stock. However, the company operates in a growing HCM market in APAC and has strategic plans for expansion and new product development. For a seasoned investor, the current situation warrants a 'hold' recommendation, emphasizing the need to monitor the successful integration of the businesses, effective execution of growth strategies, and improvement in the combined entity's financial performance. The high risks outlined in the filing suggest caution, but TalenTec's underlying business strength offers potential for long-term recovery if management can navigate the integration and market challenges effectively.

Keywords

Human Capital Management, HCM Solutions, SaaS, Cloud Computing, Digital Transformation, SEC Filing, Merger, Acquisition, Nasdaq Listing, Black Titan Corporation, TalenTec, Titan Pharmaceuticals, Enterprise Software, Financial Reporting, Risk Factors, Corporate Governance, Capital Raise, APAC Market, Oracle PeopleSoft, Dayforce HCM, SunFish Workplaze HR, MiHCM Cloud, Cryptocurrency Strategy