F-1: Black Titan Corp. Files F-1 for Resale of Shares Post-Merger

Black Titan Corporation filed an F-1 registration statement for the resale of up to 4,517,483 ordinary shares by selling shareholders following its business combination with Titan Pharmaceuticals, Inc. and TalenTec Sdn. Bhd.

Summary

• Black Titan Corporation was formed on July 11, 2024, and completed a business combination on October 1, 2025, acquiring 100% ownership of Titan Pharmaceuticals, Inc. (TTNP) and TalenTec Sdn. Bhd.
• TalenTec, founded in 1990, is a human capital management (HCM) solutions distributor in Malaysia, offering software from Oracle, Dayforce, Humanica, and Microimage, along with consulting, implementation, training, and support services.
• The registration statement covers the resale of up to 4,517,483 ordinary shares by selling shareholders, including shares issued as merger consideration, upon conversion of Series A and C Preferred Shares, and upon exercise of options.
• The substantial number of shares registered for potential resale could increase volatility or significantly decline the public trading price of Black Titan's Ordinary Shares.
• TalenTec's revenue for the six months ended January 31, 2025, increased by 55% to $1,682,879 from $1,087,895 in the prior comparable period, driven by growth in maintenance, implementation, and other services.
• TalenTec reported a net income of $294,968 for the six months ended January 31, 2025, a significant increase from $58,172 in the prior comparable period.
• TalenTec's total revenues for fiscal year ended July 31, 2024, increased by 2% to $2,124,496 from $2,082,028 in fiscal year 2023.
• TalenTec's net income for fiscal year ended July 31, 2024, was $153,227, up from $11,686 in fiscal year 2023.
• TTNP reported a net loss of approximately $1.252 million for the six months ended June 30, 2025, and a net loss of approximately $4.7 million for the year ended December 31, 2024.
• Black Titan incurred net losses of $67,824 for the period from August 1, 2024, through January 31, 2025, and had a working capital deficit of $71,771 as of January 31, 2025.
• The company's Ordinary Shares commenced trading on Nasdaq under the symbol BTTC on October 2, 2025, with a closing price of $3.21 as of November 13, 2025.
• Black Titan plans to seek long-term strategic crypto initiatives, including potential investments in digital currencies, mining, and fintech-related mergers and acquisitions.

Sentiment

Score: 4

Explanation: The sentiment is cautiously negative due to the significant historical net losses of TTNP, the projected working capital deficits for TalenTec, and the substantial number of shares registered for resale which could depress the stock price. While TalenTec shows revenue and net income growth, the overall financial health of the combined entity, particularly Black Titan's initial losses and working capital deficit, presents considerable risk. The crypto strategy is speculative and the low current share price relative to option exercise prices is a negative indicator for future cash generation from options.

Positives

• TalenTec's total revenues increased by 55% to $1,682,879 for the six months ended January 31, 2025, compared to $1,087,895 for the same period in 2024.
• TalenTec's net income significantly improved to $294,968 for the six months ended January 31, 2025, from $58,172 in the prior comparable period.
• TalenTec's gross profit increased to $620,996 for the six months ended January 31, 2025, from $314,408 in the prior comparable period.
• TalenTec's SaaS subscription renewal rate for existing customers was 100% for the six months ended January 31, 2024 and 2025, and for the fiscal years ended July 31, 2023 and 2024.
• TalenTec has a strong, diverse client base with long-standing relationships, including a regulatory authority in Malaysia for over 25 years.
• The company is expanding its market share by adding to its HCM product offerings and plans to expand operations regionally to Indonesia and the Philippines.
• TalenTec is participating in the development of a new SaaS HCM application focused on the hospitality industry, with an intended rollout by the end of calendar 2025.
• The company believes its ability to support different HCM solutions with on-staff consultants provides a competitive edge.
• TalenTec's cash provided by operating activities improved to $189,245 for the six months ended January 31, 2025, from $121,525 in the prior comparable period.

Negatives

• TalenTec had projected working capital deficits of $387,000, $646,000, and $976,000 for fiscal years 2024, 2025, and 2026, respectively, prior to an $800,000 equity investment.
• Black Titan Corporation incurred net losses of $67,824 for the period from August 1, 2024, through January 31, 2025, and had a working capital deficit of $71,771 as of January 31, 2025.
• TTNP reported a net loss of approximately $1.252 million for the six months ended June 30, 2025, and a net loss of approximately $4.7 million for the year ended December 31, 2024.
• The trading price of Black Titan's Ordinary Shares ($3.21 as of November 13, 2025) is currently below the exercise price of outstanding options ($30.40 and $26.20), making option exercise unlikely.
• TalenTec depends on a few customers for a significant part of its revenue; three customers accounted for approximately 34% of total revenue in fiscal year 2024.
• The high cost of HCM solutions limits TalenTec's target market to large organizations with substantial human resources budgets.
• Most of TalenTec's customer contracts are short-term, requiring continuous securing of new contracts to maintain business.
• TalenTec's SaaS subscription services revenue decreased by 12% for the six months ended January 31, 2025, due to a temporary slowdown in subscription renewal activities and clients delaying expansion of SaaS modules.
• TTNP's stockholders' equity of $2,440,000 as of December 31, 2024, did not satisfy Nasdaq's continued listing requirement of $2,500,000, though compliance was later achieved through private placements.

Risks

• The company's ability to grow market share in existing or new markets is uncertain.
• The company's ability to execute its growth strategy, manage growth, and maintain corporate culture is a risk.
• Changes in the regulatory environment and laws in operating jurisdictions could adversely affect the company.
• Political instability in operating jurisdictions poses a risk.
• Anticipated technology trends and developments, and the company's ability to address them, are uncertain.
• The ability to protect information technology systems and platforms against security breaches or protect confidential information is a risk.
• The business combination could disrupt current plans and operations.
• Man-made or natural disasters, including war, terrorism, civil disturbances, and catastrophic events, could affect the company's business or assets.
• Loss of key personnel and inability to replace them on a timely basis or acceptable terms is a risk.
• PubCo's ability to raise future financing is uncertain.
• Exchange rate fluctuations could adversely affect financial results.
• Legal, regulatory, and other proceedings pose risks.
• Changes in interest rates or inflation rates could impact the business.
• Tax laws and their interpretation/application by tax authorities in operating jurisdictions are uncertain.
• The company depends on licenses, reseller contracts, and distribution agreements with third-party software vendors; changes or termination could have a material adverse effect.
• Competition from other HCM solutions providers and vendors could adversely affect business, operating results, or financial condition.
• If working capital deficits develop after fiscal 2024 and TalenTec cannot find financing, the company may be unable to pay obligations and may fail.
• The company's business, operating results, or financial condition could be adversely affected if clients are not satisfied with deployment or technical support services, or if solutions fail to perform properly.
• The market for the company's solution among large companies may be limited if these companies demand customized features not offered.
• Concentration of clients in a relatively small number of industries makes the company vulnerable to downturns in those industries.
• The project-based and contract-based nature of the business and timing of delivery may lead to fluctuations in revenue, profit, and operating cash flow.
• The company is exposed to credit risk and default payment by customers.
• Borrowing risks and restrictive covenants in credit facilities may limit operating and financial flexibility.
• The company is exposed to foreign exchange transaction risks which may impact profitability.
• HCM solution project deliverables are exposed to unexpected delays or interruptions caused by operational factors, accidents, and natural disasters beyond its control.
• Customers may claim liquidated damages for delays or failures in providing services, potentially impairing financial performance.
• The company's success depends on growth in market acceptance of the digitalization of human resources processes.
• Inability to rapidly grow its sales force could harm business, operations, and financial condition.
• Failure to maintain or enhance reputation or brand recognition could harm the business.
• Inability to successfully implement business strategies, including regional expansion and new solution development, is a risk.
• 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 the company's business.
• Financial results may fluctuate due to many factors, some beyond control.
• Business and operations are exposed to sudden disruptions caused by serious pandemic and epidemic outbreaks.
• The company's third-party HCM solutions are exposed to the risk of security breaches, potentially affecting reputation.
• Privacy concerns, evolving regulation of cloud computing, and cross-border data transfer may reduce adoption of solutions.
• Failure to comply with terms of open source licenses used in solutions could negatively affect the business.
• TalenTec's management team has limited experience managing a public company.
• Failure to implement and maintain an effective system of internal controls could adversely affect reporting and stock price.
• Ceasing to qualify as a foreign private issuer would incur significant additional legal, accounting, and other expenses.
• As a foreign private issuer, the company is exempt from certain Nasdaq corporate governance standards, potentially offering less protection to shareholders.
• Inability to satisfy or continue to satisfy Nasdaq listing requirements could negatively affect stock price and ability to sell shares.
• Difficulties in protecting interests and limited ability to protect rights through U.S. courts due to Cayman Islands incorporation.
• No expectation of dividends in the foreseeable future.
• If securities or industry analysts cease publishing research or change recommendations adversely, stock price and trading volume could decline.
• Being an emerging growth company with reduced disclosure requirements may make shares less attractive to investors.
• No assurance that Ordinary Shares will remain listed on Nasdaq or that the company can comply with continued listing standards.
• A market for PubCo's securities may not continue, affecting liquidity and price.
• If business combination benefits do not meet expectations, the market price of securities may decline.
• The IRS may not agree that PubCo should be treated as a non-U.S. corporation for U.S. federal income tax purposes, leading to substantial U.S. tax liability.
• If PubCo or any subsidiary were a passive foreign investment company (PFIC), U.S. Holders could be subject to adverse U.S. federal income tax consequences.
• Substantial costs incurred in connection with the business combination and related transactions may exceed estimates.

Future Outlook

Black Titan Corporation plans to expand TalenTec's market share by continuing to add HCM product offerings and expanding operations regionally to Indonesia and the Philippines. The company is exploring opportunities with a global U.S.-based HCM vendor and is participating in the development of a new HCM cloud solution for the hospitality industry, with a beta version scheduled for rollout in the second fiscal quarter of 2026. Management anticipates increasing demand from customers for hardware infrastructure and software integration services with the growing adaptation of AI technology. Black Titan also announced plans to seek long-term strategic crypto initiatives, including potential strategic investments in digital currencies, mining, and fintech-related mergers and acquisitions.

Management Comments

• TalenTec's management team is expanding services related to digitalization, leading to increased sales and marketing expenses.
• We expect sales and marketing expenses to increase in absolute terms as we continue to invest in our domestic and international selling and marketing activities to expand awareness of our brand and product offerings to attract new and existing customers.
• 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.

Industry Context

The Human Capital Management (HCM) software market is experiencing steady growth, particularly in the Asia Pacific (APAC) region, driven by the increasing need for robust software solutions to enhance workforce productivity, improve employee management, and adapt to technological advancements like cloud storage, big data, and artificial intelligence. APAC's HCM market is estimated to grow from $9.03 billion in 2025 to $18.18 billion by 2030, at a CAGR of 15.02%. Malaysia and Singapore HCM revenues are projected to grow at CAGRs of 14.15% and 13.98% respectively between 2025 and 2030. The Malaysian government's regulatory support for digitalization and increasing demand for unified HR solutions are key market drivers. AI integration in HCM software, such as Dayforce Co-Pilot and MiHCM SmartAssist, is a significant trend, with 78% of HR managers anticipating AI use in HR processes within two years. The shift to cloud-based HCM suites is also prominent, with 60% of midmarket and large enterprises expected to invest in them by 2025.

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 like Oracle, Dayforce, Humanica, or Microimage.
• Key competitors mentioned include Ramssol Group Bhd (specifically RAMS Solution Sdn Bhd in Malaysia), Payroll2U (Singapore), and Kakitangan.com (Malaysia).
• RAMS Solution Sdn Bhd is a direct competitor specializing in Oracle HCM and Campus applications, also providing IT staff augmentation and consulting services.
• Payroll2U offers payroll outsourcing and proprietary SaaS payroll management system software (smartPAY), with which TalenTec sometimes collaborates.
• Kakitangan.com targets small and medium businesses with its HCM platform and accounting software integrations.
• TalenTec's strategy of sourcing multiple solutions from leading HCM providers and offering customized services with industry expert consultants is presented as a competitive advantage over competitors who may be limited to single licensed products.
• The company's long-standing relationships with clients (e.g., a regulatory authority for over 25 years) suggest strong customer retention compared to industry norms.

Management Changes

Corporate Governance

Legal Proceedings

• A legal proceeding initiated in 2020 against TTNP 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.

Related Party Transactions

• On June 20, 2025, Black Titan and ARC Group Limited entered into a subscription agreement for Series A Preferred Shares, with a drawdown of $5,500,000 on October 1, 2025.
• On May 31, 2024, Eddie Tan Chee Wei, Koay Chee Leong, and Kong Chien Hoi, and Mr. Seow purchased TalenTec shares from Mr. Ho Say San and Mr. Choo Yeow, TalenTec's directors, for MYR5,000,000 (approximately $1,050,000).
• On July 25, 2024, Goh Chee Siong subscribed for 80,000 TalenTec shares for MYR3,735,000 ($800,000).
• In 2024, TalenTec entered into a Consulting Services Agreement with Sire (then owned by Mr. Seow), which was novated to Brictec Co Ltd (owned by Koay Chee Leong, a TalenTec Shareholder), for the development of a SaaS application for the hospitality industry, with total compensation to TalenTec of approximately $84,400.
• On July 15, 2024, Sire Group (then owned by Mr. Seow) made an interest-free loan of $355,450 to TalenTec for pre-listing costs, which has been repaid.
• Mr. Ho Say San, a TalenTec director, made advances to the company from time to time, with maximum outstanding amounts of approximately $121,000 and $136,000 in fiscal years 2023 and 2024, all repaid.
• In July 2023, TTNP received $250,000 from David E. Lazar, its former CEO and chairman, in exchange for an unsecured promissory note (Lazar Promissory Note), which was repaid in September 2023.
• In August 2023, TTNP received $500,000 from Choong Choon Hau in exchange for a convertible promissory note (Hau Promissory Note), which was converted into 54,132 shares of TTNP common stock in March 2024.
• In September 2023, TTNP entered into the Sire Purchase Agreement with The Sire Group Ltd. (Sire), issuing 950,000 shares of Series AA Preferred Stock for $9.5 million, including a $4.5 million promissory note from Sire that was repaid.
• During 2024 and 2023, TTNP made payments of approximately $12,400 and $109,000, respectively, to a law firm operated by Avraham Ben-Tzvi, a Board member.
• In April 2024, TTNP 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.
• A settlement agreement with Mr. Lazar includes a provision for a lump-sum payment equal to 3% of the increased valuation of the surviving corporation in the event of a Change in Control.
• During 2024, TTNP made payments totaling approximately $62,000 on behalf of Black Titan, recorded as a receivable.

Stakeholder Impact

• **Shareholders:** Potential for increased volatility and significant decline in share price due to the substantial number of ordinary shares registered for resale by selling shareholders. Existing public shareholders may not experience a similar rate of return as certain selling shareholders who acquired securities at lower prices. Limited protection for rights through U.S. courts due to Cayman Islands incorporation. No expected dividends in the foreseeable future. Potential for dilution from future capital raises.
• **Employees:** TalenTec's success depends on attracting and retaining competent and skilled consultants and staff. Loss of key personnel could disrupt project deliverables and delay billing schedules. Management changes at TTNP and the combined entity could impact employee morale and operational stability.
• **Customers:** TalenTec's business depends on continued use of its solutions and purchases of additional solutions. Customer dissatisfaction with services or product performance could lead to contract non-renewals and harm reputation. Delays in project implementation could affect customer satisfaction and lead to liquidated damages claims. The shift to cloud-based solutions and AI integration aims to enhance customer offerings.
• **Suppliers/Vendors:** TalenTec depends on licenses, reseller contracts, and distribution agreements with third-party software vendors. Changes in terms or termination of these relationships could materially affect financial performance and service quality. The company's ability to find suitable alternatives if a vendor ceases support is a concern.
• **Creditors:** TalenTec had working capital deficits in projections for fiscal years 2024-2026, raising concerns about its ability to pay obligations. Borrowing risks and restrictive covenants in credit facilities could limit financial flexibility. The 'going concern' assessment for Black Titan and TalenTec highlights financial uncertainties.

Next Steps

• Black Titan will continue to expand TalenTec's market share by adding to its HCM product offerings.
• The company plans to expand operations regionally to Indonesia and the Philippines.
• TalenTec is participating in the development of a new SaaS HCM application for the hospitality industry, with a beta version scheduled for rollout in the second fiscal quarter of 2026.
• Black Titan will continue to build and develop strong relationships with customers, enhance customer retention, and encourage referrals.
• Management intends to expand services related to digitalization, anticipating increased sales and marketing expenses.
• Black Titan plans to seek long-term strategic crypto initiatives, including potential strategic investments in digital currencies, mining, and fintech-related mergers and acquisitions.
• The company will continue to evaluate available options to resolve any Nasdaq listing deficiencies and regain compliance.
• Black Titan will monitor its ongoing compliance with Nasdaq's Equity Rule.

Key Dates

Recommendation

The filing presents a mixed financial picture. While TalenTec, the operating subsidiary, shows promising revenue and net income growth, particularly in the most recent six-month period, the historical losses of TTNP and the initial working capital deficit of the newly combined Black Titan Corporation raise significant concerns about the overall financial stability. The substantial number of shares registered for resale by selling shareholders creates a potential overhang that could depress the stock price. Furthermore, the current share price being significantly below the exercise price of outstanding options indicates a lack of immediate upside for option holders and limits potential cash inflow from exercises. The company's strategic shift towards cloud solutions and crypto initiatives offers long-term potential but comes with inherent risks and uncertainties. Given the combination of growth in the operating business, but also significant financial risks and potential market volatility from share resales, a 'hold' recommendation is appropriate for investors to monitor the integration, execution of growth strategies, and market absorption of the resale shares before making further investment decisions.

Keywords

Human Capital Management, HCM Software, Cloud Solutions, SaaS, Malaysia, Singapore, Oracle PeopleSoft, Dayforce HCM, MiHCM Cloud, TalenTec, Black Titan Corporation, SEC Filing, Merger, Business Combination, Nasdaq, Technology Consulting, Enterprise Software, Digitalization, AI in HR, Cryptocurrency Strategy