20-F: Black Titan Completes Merger, Reports TalenTec Growth

Black Titan Corporation finalized its merger with Titan Pharmaceuticals and TalenTec Sdn. Bhd., with TalenTec reporting significant revenue and net income growth for fiscal year 2025.

Summary

• Black Titan Corporation completed its merger with Titan Pharmaceuticals Inc. (TTNP) and TalenTec Sdn. Bhd. on October 1, 2025, with Black Titan's ordinary shares commencing trading on Nasdaq under the ticker BTTC on October 2, 2025.
• TalenTec, the accounting acquirer in the reverse recapitalization, reported total revenues of $2,683,126 for the year ended July 31, 2025, a 26.3% increase from $2,124,496 in fiscal year 2024.
• Net income for TalenTec increased to $209,911 in fiscal year 2025, up from $153,227 in fiscal year 2024.
• TalenTec's gross profit rose to $884,928 in fiscal year 2025 from $686,835 in fiscal year 2024.
• Cash provided by TalenTec's operating activities improved significantly to $394,218 in fiscal year 2025 from $191,554 in fiscal year 2024.
• Black Titan incurred a net loss of $163,173 for the year ended July 31, 2025, and had a working capital deficit of $167,120, raising substantial doubt about its ability to continue as a going concern prior to the merger.
• The company plans to expand its HCM solutions business regionally to Indonesia and the Philippines and is participating in the development of a new SaaS HCM application for the hospitality industry.
• A private placement (PIPE) for up to $6,000,000 in Series A convertible preferred shares was amended, with $5,500,000 drawn down on October 1, 2025.
• The company announced plans on October 6, 2025, to seek long-term strategic crypto initiatives, including direct coin acquisitions, mining, and fintech-related M&A.

Sentiment

Score: 7

Explanation: The company has completed a significant merger, and its core operating subsidiary (TalenTec) shows strong revenue and net income growth, along with positive cash flow from operations. Strategic plans for regional expansion and new product development align with industry trends. However, the parent company's initial financial state (losses, working capital deficit) and numerous operational and market risks, including dependence on key customers and third-party vendors, temper the overall positive outlook. The new crypto strategy introduces additional, unquantified risk and opportunity.

Positives

• TalenTec's total revenues increased by 26.3% to $2,683,126 in fiscal year 2025.
• TalenTec's net income grew by 37.0% to $209,911 in fiscal year 2025.
• Cash provided by TalenTec's operating activities increased by 105.8% to $394,218 in fiscal year 2025.
• TalenTec achieved a 100% subscription renewal rate for existing customers in both fiscal years 2024 and 2025.
• The company has a strong, long-term client base, including a regulatory authority in Malaysia for over 25 years.
• The company is expanding its product offerings to include cloud-based solutions and developing a new SaaS HCM application for the hospitality industry.
• 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, providing a favorable market for the company's growth strategies.
• The company successfully secured a $5,500,000 drawdown from a Series A convertible preferred shares PIPE.

Negatives

• Black Titan Corporation incurred a net loss of $163,173 for the year ended July 31, 2025, and had a working capital deficit of $167,120, raising substantial doubt about its ability to continue as a going concern prior to the merger.
• TalenTec had projected working capital deficits for fiscal years 2024 through 2026, with deficits of $387,000, $646,000, and $976,000, respectively, prior to an $800,000 equity investment.
• The company depends on a few customers for a significant part of its revenue, with three customers accounting for approximately 34% of total revenue in fiscal year 2025.
• Most of the company's customer contracts are short-term, requiring continuous securing of new contracts to maintain business.
• The company's long-term success depends on its ability to expand sales outside Malaysia, which is subject to international operational risks and lack of experience in new markets like the Philippines.
• TalenTec's management team has limited experience managing a public company, which could strain resources and divert attention.

Risks

• Dependence on licenses, reseller contracts, and distribution agreements with third-party software vendors (e.g., Oracle, Dayforce, Humanica, Microimage); changes in terms or termination could materially affect financial performance.
• Intense competition from other HCM solutions providers and vendors, including direct competition from its own software vendors, potentially leading to reduced sales, margins, or market acceptance.
• Reliance on a few key customers for a significant portion of revenue; loss of these customers would have a significant adverse impact.
• Target market is limited to large organizations with substantial human resources budgets due to the high cost of HCM solutions.
• Project-based and contract-based nature of business and timing of delivery may lead to fluctuations in revenue, profit, and operating cash flow.
• Exposure to credit risk and default payment by customers, potentially leading to impairment losses on trade receivables or bad debts.
• Borrowing risks and restrictive covenants in credit facilities, including limitations on dividend distributions and potential for default.
• Exposure to foreign exchange transaction risks, which may impact profitability due to fluctuations in MYR or SGD against other transacted currencies.
• HCM solution project deliverables are exposed to unexpected delays or interruptions caused by operational factors, accidents, and natural disasters beyond control.
• Customers may claim liquidated damages for delays or failures in providing services, potentially increasing operating costs and adversely affecting financial performance.
• Success depends on growth in market acceptance of the digitalization of human resources processes; reluctance of companies to switch to new solutions could hinder growth.
• Inability to rapidly grow its sales force could prevent anticipated business growth.
• Failure to maintain or enhance reputation or brand recognition could harm business.
• Inability to successfully implement business strategies, including regional expansion and new solution development, could adversely affect financial performance.
• Exposure to economic, political, legal, and regulatory environments in countries of operation (Malaysia, Singapore, Indonesia, Philippines, Hong Kong, Taiwan, Australia).
• Inadequate insurance coverage for all potential losses or liabilities.
• Changes in laws and regulations related to the Internet or changes in Internet infrastructure may diminish demand for solutions.
• Volatility in the financial and economic environment could harm business, as demand for services is sensitive to economic activity.
• Financial results may fluctuate due to many factors, some beyond control, including customer acquisition, retention, solution mix, pricing, and seasonal factors.
• Business is subject to numerous legal and regulatory risks, including privacy law, data regulation, antitrust, foreign ownership restrictions, and tax law.
• Third-party HCM solutions are exposed to the risk of security breaches, potentially affecting reputation and leading to costs.
• Privacy concerns, evolving regulation of cloud computing, and cross-border data transfer may reduce adoption of solutions.
• Use of open source software in solutions (Sunfish Workplaze HR) carries risks of non-compliance with license terms, potentially requiring source code release or re-engineering.
• If Black Titan fails to implement and maintain an effective system of internal controls, it may be unable to accurately report results or prevent fraud.
• If Black Titan ceases to qualify as a foreign private issuer, it would incur significant additional legal, accounting, and other expenses.
• As a foreign private issuer, Black Titan is exempt from certain Nasdaq corporate governance standards, potentially offering less protection to investors.
• There is no assurance that Black Titan Ordinary Shares will remain listed on Nasdaq or that the company can comply with continued listing standards.
• A market for Black Titan's securities may not continue, affecting liquidity and price.
• If the Business Combination's benefits do not meet expectations, the market price of securities may decline.
• 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.
• If Black Titan or any subsidiary were a passive foreign investment company (PFIC) for U.S. federal income tax purposes, U.S. Holders could be subject to adverse U.S. federal income tax consequences.

Future Outlook

The company aims to be a leading human resources consulting group in its markets, expanding its regional presence in Southeast Asia (Indonesia, Philippines, Vietnam), enhancing existing offerings, and increasing sales. It plans to continue adding to its suite of HCM solutions, including participating in the development of a new SaaS HCM application for the hospitality industry. The company also intends to build strong customer relationships to facilitate the transition to hybrid and cloud-based solutions, expecting increased revenue from this shift. Additionally, 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 plans to address going concern uncertainty through the Business Combination and continued financial support from its shareholder, who has committed to provide necessary funding.
• Management aims to position the Company not just as a software reseller, but, through long-term relationships, as a strategic partner that enhances human resource capabilities through technology and innovative solutions.
• We believe that our ability to support the different solutions that it sources, with its on-staff consultants, gives the Company a competitive edge that the Company believes other HCM service providers do not offer.
• We are optimistic about available expansion opportunities, given our broad range of products and services tailored to organizations of varying sizes across multiple industries, as many organizations in Southeast Asia region have not yet adopted cloud-based HCM solutions.
• Our 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 APAC is experiencing steady growth, projected to reach $18.18 billion by 2030 with a 15.02% CAGR, driven by digitalization, cloud adoption, and the increasing use of AI in HR functions. The Malaysian government's support for digitalization and increasing demand for unified HR solutions are key market drivers. The company's strategy to focus on cloud-based solutions and expand regionally aligns with these trends, particularly as 60% of midmarket and large enterprises are expected to invest in cloud-deployed HCM suites by 2025. Competitors like Ramssol, Payroll2U, and Kakitangan.com indicate a fragmented but growing market, with the company differentiating itself through multi-vendor sourcing and extensive consulting expertise.

Comparison to Industry Standards

• The APAC HCM market is estimated to generate $9.03 billion in 2025 and reach $18.18 billion by 2030, growing at a CAGR of 15.02%.
• Malaysia HCM revenue is projected to grow at a 14.15% CAGR to $422.7 million by 2030, and Singapore HCM revenue at a 13.98% CAGR to $354.6 million by 2030.
• Indonesia HCM revenue is expected to grow to $165.5 million (CAGR, 12.85%) by 2030, and Vietnam to $186.8 million (6.5%) by 2033.
• According to the 2023 Gartner Market Guide for Workforce Management Applications, by 2025, 60% of midmarket and large enterprise organizations will have invested in a cloud-deployed HCM suite, which TalenTec is actively pursuing.
• Competitors in Southeast Asia include Ramssol Group Bhd (specializing in Oracle HCM and other digitalization solutions), Payroll2U (payroll outsourcing and SaaS solutions like smartPAY), and Kakitangan.com (HCM platform for small and medium businesses).

Management Changes

Corporate Governance

Legal Proceedings

• Titan Pharmaceuticals was subject to a legal proceeding initiated in 2020 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 as part of the Asset Purchase Agreement in September 2023.
• The company is not currently a party to any other legal proceedings the outcome of which would individually or in the aggregate have a material adverse effect on its business, financial condition, or results of operations.

Related Party Transactions

• Black Titan Corporation incurred administrative expenses charged by a related party, amounting to $3,947 for the period from July 11, 2024, to July 31, 2024, and $163,173 for the year ended July 31, 2025.
• As of July 31, 2025, Black Titan had total liabilities of $167,120 and a working capital deficit of $167,120, reflecting additional related-party advances used to fund transaction costs.
• Mr. Choong Choon Hau, a shareholder of Black Titan Corporation, has committed to fund working capital to the combined company.
• TalenTec had transactions with HO SAY SAN (shareholder and director) for borrowings and repayments in fiscal year 2024.
• TalenTec had transactions with CHOO YEOW (shareholder and director) who provided guarantees for bank borrowings.
• The Sire Group Ltd. (controlled by Jeffrey Chung, previously by Mr. Seow, a former significant shareholder of TalenTec) made payments of professional fees on behalf of TalenTec amounting to $355,450 in fiscal year 2024.
• As of July 31, 2025, a balance of $377,317 was payable to The Sire Group Ltd., reclassified from 'amount due to a related party' to 'non-trade creditors'.
• Titan Pharmaceuticals made payments related to legal and consulting fees of approximately $7,538 and $11,138 during the nine months ended September 30, 2025 and 2024, respectively, to a law firm operated by one of its Board members.
• As of September 30, 2025, Titan Pharmaceuticals had a receivable balance of approximately $232,000 from Black Titan, including advances of approximately $170,000 made during the nine months ended September 30, 2025.
• In August 2023, Titan Pharmaceuticals received $500,000 in funding from Choong Choon Hau in exchange for a convertible promissory note, which was converted into 54,132 shares of common stock in March 2024.

Stakeholder Impact

• **Shareholders:** The merger and Nasdaq listing provide liquidity and potential for value appreciation. However, dilution from preferred stock conversions and future capital raises, along with the inherent risks of a public company and the new crypto strategy, could impact share value. The clawback policy enhances accountability.
• **Employees:** The company's growth strategies, including regional expansion and new product development, suggest potential for job creation and career advancement, particularly for sales and technical staff. The focus on retaining skilled consultants is critical.
• **Customers:** The company's commitment to enhancing HCM solutions, expanding product offerings (including cloud-based and AI-integrated solutions), and providing strong technical support aims to improve customer satisfaction and operational efficiency. However, project delays and security breaches could negatively impact customer experience.
• **Suppliers/Vendors:** The company's dependence on third-party software vendors means continued business for them, but changes in terms or termination of agreements could affect both parties. The company's diversification of product sourcing may reduce reliance on any single vendor.
• **Creditors:** The company's working capital position and ability to secure financing (like the PIPE) are important for its ability to meet obligations. The going concern doubt for Black Titan prior to the merger highlights financial risks, though shareholder commitment and the merger proceeds aim to mitigate this.

Next Steps

• Expand operations in Singapore, Indonesia, and extend to the Philippines and Vietnam.
• Continue to add to the suite of HCM solutions, including participating in the development of a new SaaS HCM application for the hospitality industry.
• Roll out the beta version of the new HCM cloud solution in the 2026 second fiscal quarter.
• Continue to build and develop strong relationships with customers, enhance customer retention, and encourage referrals.
• Attract suitable talent regionally and increase sales and marketing activities.
• Explore additional investments to expand the cryptocurrency portfolio through direct coin acquisitions, mining, and fintech-related mergers and acquisitions.

Key Dates

Recommendation

The completion of the merger and the Nasdaq listing are significant milestones, providing the company with a public platform and access to capital. TalenTec, the core operating entity, demonstrates strong revenue and net income growth, driven by increasing demand for HCM solutions and a successful shift towards cloud-based offerings. The strategic initiatives for regional expansion and new product development are promising, aligning with favorable industry trends. However, the company faces substantial risks, including heavy reliance on a few key customers and third-party vendors, intense competition, and the inherent challenges of international expansion. Black Titan's pre-merger financial instability, though addressed by the merger and capital raise, introduces a layer of caution. The new crypto strategy adds an unquantified element of risk and potential reward. Given the mix of strong operational performance from TalenTec and the significant, yet manageable, risks and uncertainties associated with the new public entity and its ambitious growth plans, a 'hold' recommendation is appropriate. Investors should monitor the execution of growth strategies, integration of the merged entities, and the performance of the new crypto initiatives.

Keywords

Human Capital Management, HCM Solutions, SEC Filing, Merger, TalenTec, Black Titan Corporation, Nasdaq, Financial Performance, Cloud Solutions, SaaS, Oracle PeopleSoft, Dayforce HCM, SunFish Workplaze HR, MiHCM Cloud, Malaysia, Singapore, Indonesia, Philippines, Cryptocurrency, Digitalization, AI, Risk Factors, Capital Raise, Corporate Governance