F-1: Black Titan Files F-1 for Share Resale 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 and TalenTec.

Summary

• Black Titan Corporation, incorporated in the Cayman Islands on July 11, 2024, completed a business combination with Titan Pharmaceuticals, Inc. (TTNP) and TalenTec Sdn. Bhd. on October 1, 2025.
• TalenTec, founded in 1990, is a human capital management (HCM) solutions distributor in Malaysia, Singapore, and expanding to Indonesia and the Philippines. It resells software from Oracle, Dayforce, Humanica, and Microimage.
• The F-1 filing registers up to 4,517,483 ordinary shares for resale by selling shareholders, including shares from merger consideration, Series A Preferred conversion, Series C Preferred conversion, options, and a settlement agreement.
• The 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.
• 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. Net income for the same period was $294,968, up from $58,172.
• For the fiscal year ended July 31, 2024, TalenTec's total revenue was $2,124,496, a 2% increase from $2,082,028 in 2023. Net income was $153,227 in 2024, up from $11,686 in 2023.
• Black Titan is exploring long-term strategic crypto initiatives, including direct coin acquisitions, mining, and fintech-related M&A.
• The company identified material weaknesses in internal control over financial reporting related to a lack of accounting staff with U.S. GAAP and SEC reporting knowledge and a lack of IT general controls.

Sentiment

Score: 6

Explanation: While TalenTec shows strong revenue and net income growth, and a 100% SaaS renewal rate, the overall sentiment is tempered by significant risks associated with public company operations, reliance on third-party vendors, customer concentration, and the potential for share price volatility due to large resale registration. The crypto strategy is speculative and the identified material weaknesses in internal controls are concerning for a newly public entity.

Positives

• TalenTec's revenue for the six months ended January 31, 2025, increased by 55% to $1,682,879, driven by improved client retention and higher demand for post-implementation support services.
• Net income for TalenTec for the six months ended January 31, 2025, significantly increased to $294,968 from $58,172 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 HCM product offerings and expanding operations to Indonesia and the Philippines.
• Black Titan is exploring strategic crypto initiatives, including direct coin acquisitions, mining, and fintech-related mergers and acquisitions.

Negatives

• The substantial number of ordinary shares registered for potential resale (4,517,483 shares) could increase volatility or significantly decline the public trading price.
• Certain selling shareholders acquired securities at prices lower than public shareholders, incentivizing them to sell even if public shareholders do not experience a similar return.
• 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.
• TalenTec depends on a few customers for a significant part of its revenue (34% from three customers in fiscal year 2024).
• The high cost of HCM solutions limits TalenTec's target market to large organizations.
• Most of TalenTec's customer contracts are short-term, requiring continuous new contract acquisition.
• TalenTec's management team has limited experience managing a public company.
• Material weaknesses were identified in internal control over financial reporting, specifically a lack of accounting staff with U.S. GAAP and SEC reporting knowledge and insufficient IT general controls.
• TTNP reported a net loss of $4.7 million for the year ended December 31, 2024, and negative cash flows from operations of $3.942 million.
• The current trading price of Black Titan's ordinary shares ($3.21 as of November 13, 2025) is below the exercise price of outstanding options ($30.40 and $26.20), making their exercise unlikely.

Risks

• The company's ability to grow market share in existing or new markets.
• The company's ability to execute its growth strategy, manage growth, and maintain corporate culture.
• Changes in the regulatory environment and laws in jurisdictions of operation.
• Political instability in operating jurisdictions.
• Anticipated technology trends and the company's ability to address them.
• The ability to protect IT systems against security breaches or otherwise protect confidential information or platform users personally identifiable information.
• The risk that the Business Combination disrupts current plans and operations of the Company as a result of the announcement and consummation of the Business Combination.
• Man-made or natural disasters, including war, acts of international or domestic terrorism, civil disturbances, occurrences of catastrophic events and acts of God such as floods, earthquakes, wildfires, typhoons and other adverse weather and natural conditions that affect the Company's business or assets.
• The loss of key personnel and the inability to replace such personnel on a timely basis or on acceptable terms.
• PubCo's ability to raise financing in the future.
• Exchange rate fluctuations.
• Legal, regulatory and other proceedings.
• Changes in interest rates or rates of inflation.
• Tax laws and the interpretation and application thereof by tax authorities in the jurisdictions where the Company operates.
• The Company Group depends on licenses, reseller contracts and distribution agreements with third-party software vendors to provide its services. Changes in their terms or a vendor's ending its relationship with the Company Group could have a material adverse effect on its financial performance and prospects.
• The Company Group faces competition from other HCM solutions providers and vendors. If the Company Group is unable to compete effectively, the Company Group's business, operating results or financial condition could be adversely affected.
• The Company Group depends on a few customers for a significant part of its revenue.
• Because of the high cost of HCM solutions, the Company Group's target market is limited to large organizations with substantial human resources budgets.
• The project-based and contract-based nature of the Company Group's business and the timing of delivery may lead to fluctuations in the Company Group's revenue, profit and operating cash flow.
• The Company Group's success depends on growth in market acceptance of the digitalization of human resources processes and related services that it provides.
• If the Company Group is unable to rapidly grow its sales force, it will not be able to grow its business at the rate that it anticipates, which could harm its business, operations and financial condition.
• Because the Company Group's long-term success depends, in part, on its ability to expand the sales of its solution to customers located outside of Malaysia, its business will be subject to risks associated with international operations.
• Changes in laws and regulations related to the Internet or changes in the Internet infrastructure itself may diminish the demand for the Company Group's solutions, and could have a negative impact on its business.
• The Company Group's business is subject to numerous legal and regulatory risks that could have an adverse impact on its business and prospects.
• The Company Group's international operations are, and its strategy to expand internationally will be, subject to increased challenges and risks.
• The Company Group's revenue and net income may be materially and adversely affected by any economic slowdown or developments in the social, political, regulatory and economic environments in Asia as well as globally.
• Uncertainties with respect to the legal system in certain markets in Malaysia could adversely affect the Company Group's business.
• The Company Group could face uncertain tax liabilities in various jurisdictions where it operates, and suffer adverse financial consequences as a result.
• The Company Group's third party HCM solutions, Oracle PeopleSoft HCM, Oracle PeopleSoft Financials, DayForce HCM, SunFish WorkPlaze HR, and MiHCM Cloud, are exposed to the risk of security breaches.
• Privacy concerns, evolving regulation of cloud computing, cross-border data transfer, and other domestic or foreign laws and regulations may reduce the adoption of the Company Group's solutions, resulting in significant costs and compliance challenges, and adversely affect its business and operating results.
• One of the Company Group's solutions utilize open source software, and any failure to comply with the terms of one or more of these open source licenses could negatively affect the Company Group's business.
• TalenTec's management team has limited experience managing a public company.
• In the future, if PubCo fails to implement and maintain an effective system of internal controls, PubCo may be unable to accurately report its results of operations, meets its reporting obligations or prevent fraud, and investor confidence and the market price of PubCo Ordinary Shares may be materially and adversely affected.
• If PubCo ceases to qualify as a foreign private issuer, it would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and it would incur significant additional legal, accounting, and other expenses that it would not incur as a foreign private issuer.
• Because PubCo is a foreign private issuer and is exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if it were a domestic issuer.
• Although as a foreign private issuer, PubCo is exempt from certain corporate governance standards applicable to US domestic issuers, if PubCo cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of Nasdaq, PubCo's securities may not be listed or may be delisted, which could negatively affect the price of its securities and your ability to sell them.
• You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because PubCo is incorporated under Cayman Islands law.
• PubCo does not expect to declare any dividends in the foreseeable future.
• If, following the Business Combination, securities or industry analysts cease publishing research or reports about PubCo, its business, or its market, or if they change their recommendations regarding PubCo Ordinary Shares adversely, then the price and trading volume of PubCo Ordinary Shares could decline.
• PubCo will be deemed to be an emerging growth company and, as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, PubCo Ordinary Shares may be less attractive to investors.
• There can be no assurance that the PubCo Ordinary Shares that will be issued in connection with the Business Combination will remain listed on the Trading Market after approval of its listing, or that PubCo will be able to comply with the continued listing standards of the Trading Market.
• A market for PubCo's securities may not continue, which would adversely affect the liquidity and price of PubCo's securities.
• If the Business Combination's benefits do not meet the expectations of investors or securities analysts, the market price of PubCo's securities may decline.
• Failure to maintain effective internal controls over financial reporting could have a material adverse effect on PubCo's business, operating results and stock price.
• The IRS may not agree that PubCo should be treated as a non-U.S. corporation for U.S. federal income tax purposes.
• If PubCo or any subsidiary were a passive foreign investment company for U.S. federal income tax purposes for any taxable year, U.S. Holders of Ordinary Shares could be subject to adverse U.S. federal income tax consequences.

Future Outlook

Black Titan Corporation is exploring long-term strategic crypto initiatives, including direct coin acquisitions, mining, and fintech-related mergers and acquisitions. TalenTec plans to expand its market share by continuing to add HCM product offerings and expanding operations to Indonesia and the Philippines, with a beta version of an HCM cloud solution for the hospitality industry scheduled for rollout by the end of calendar 2025. The company anticipates increasing demand for hardware infrastructure and software integration services with the growing adaptation of AI technology.

Management Comments

• We believe it is able to provide more highly customized HCM services than others in its markets.
• Our vision is to be the go-to human resources consulting group in its markets for companies seeking to improve their businesses by adopting more efficient HCM solutions.
• To be recognized as a leading provider of on-premises and cloud-based SaaS HCM software solutions from world leading software companies, providing ongoing support and product upgrades, complemented with superior consulting services in the Asia Pacific region.
• To service a wide range of clients in multiple industries, and companies of all sizes.
• To maintain steady growth of revenue and profitability, by increasing product and service offerings to existing customers.
• To secure new clients migrating to more efficient human resource management systems in their current markets.
• To broaden its footprint in Singapore by tailoring marketing strategies.
• We believe that it is poised to take advantage of this growth, given its history and experience in the market for over 20 years.
• We believe that its 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 believe that their culture ensures that customer service is a top priority fostering a sense of trust and loyalty among its clients.
• 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.
• With the growing adaptation of AI technology, the Company anticipates increasing demand from customers who need hardware infrastructure and software integration services.
• We believe that its cash provided by operating activities, together with the equity investment referred to in the preceding paragraph, will be sufficient for TalenTecs short-term cash requirements.
• In addition, in the long term, TalenTec believes that its bank facilities will provide sufficient cash and can be increased, as required.
• Management plans to address this uncertainty through a Business Combination.
• We believe holder of the Option is currently unlikely to exercise the Options.

Industry Context

The Human Capital Management (HCM) software market in APAC is projected to grow significantly, from $9.03 billion in 2025 to $18.18 billion by 2030, at a CAGR of 15.02%. This growth is driven by the increasing need for robust software solutions, digitalization, and technological advancements like cloud storage, big data, and artificial intelligence. Malaysia and Singapore HCM revenues are also expected to see strong CAGR of 14.15% and 13.98% respectively between 2025 and 2030. The industry is shifting towards unified solutions for all HR functions and cloud-based HCM suites, with 60% of midmarket and large enterprises expected to invest in cloud-deployed HCM by 2025. Black Titan's subsidiary, TalenTec, is positioned to capitalize on this trend by offering a range of third-party HCM solutions and value-added consulting services, leveraging its long-standing presence in the region. The company's focus on integrating AI-powered features from its vendors (e.g., Dayforce Co-Pilot, MiHCM SmartAssist, SunFish Workplaze HR AI Assistant) aligns with the industry's increasing adoption of AI in HR processes.

Comparison to Industry Standards

• TalenTec competes with approximately six solution providers 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).
• Ramssol is described as the 'No.1 Southeast Asian people solutions provider' with eight subsidiaries in five countries, offering Oracle HCM and other digitalization solutions, and IT staff augmentation.
• Payroll2U provides payroll outsourcing and proprietary SaaS payroll management system software (smartPAY).
• Kakitangan.com offers an HCM platform designed for small and medium businesses and accounting software integrations.
• TalenTec differentiates itself by sourcing multiple solutions from leading HCM service providers and offering customized solutions with extensive in-house consultant expertise, which it believes gives it a competitive edge over other HCM service providers.
• TalenTec's ability to source products from established developers allows it to rely on their product security and data protection capabilities, which it believes are superior due to their size and global coverage.

Management Changes

Corporate Governance

Legal Proceedings

• In 2020, a legal proceeding was initiated against Titan by a former employee alleging wrongful termination, retaliation, infliction of emotional distress, negligent supervision, hiring and retention and slander. In September 2023, Fedson, as consideration for the Asset Purchase Agreement, agreed to assume all liabilities related to this pending employment claim.

Related Party Transactions

• Black Titan and ARC Group Limited (financial advisor to TalenTec in the merger) entered into a subscription agreement for up to $6,000,000 of Series A convertible preferred shares.
• TTNP made payments totaling approximately $62,000 on behalf of Black Titan (a related party) during the year ended December 31, 2024, recorded as a receivable.
• TalenTec entered into a Consulting Services Agreement with Sire (The Sire Group Ltd.), which was novated by Sire to Brictec Co Ltd, owned by Koay Chee Leong (a TalenTec Shareholder).
• Sire Group (then owned by Mr. Seow, a TalenTec Shareholder and TTNP Chairman/CEO) made an interest-free loan of $355,450 to TalenTec for purposes of payment of certain pre-listing costs and expenses, which loan has been repaid.
• Mr. Ho Say San (TalenTec director) made advances to TalenTec, with maximum outstanding amounts of approximately $121,000 in fiscal year 2023 and $136,000 in fiscal year 2024, all repaid.
• TTNP received $250,000 in funding from David E. Lazar (former CEO/Chairman) for an unsecured promissory note (Lazar Promissory Note), which was repaid in September 2023.
• TTNP received $500,000 in funding from Choong Choon Hau for a convertible promissory note (Hau Promissory Note), which was converted into 54,132 shares of TTNP common stock in March 2024.
• TTNP entered into a Securities Purchase Agreement with Sire Group, issuing 950,000 shares of Series AA Preferred Stock for $9.5 million, including a $4.5 million promissory note from Sire Group which was repaid.
• TTNP made payments related to legal and consulting fees of approximately $13,000 (2024) and $109,000 (2023) to a law firm operated by Avraham Ben-Tzvi (a Board member).
• TTNP made aggregate 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 David Lazar includes a provision for a lump-sum amount equal to three percent (3%) of the increased valuation of the surviving corporation resulting from a Change in Control.

Stakeholder Impact

• Shareholders: Potential for increased volatility and significant decline in share price due to substantial number of shares registered for resale. Certain selling shareholders may profit while public shareholders do not. Limited protection due to Cayman Islands incorporation and foreign private issuer status. No expected dividends in the foreseeable future.
• Employees: TalenTec's success depends on attracting and retaining skilled consultants and staff. Workforce reductions occurred at TTNP. Management changes at TTNP and Black Titan.
• Customers: TalenTec's business depends on continued use of solutions, purchases of additional solutions, and adding new customers. Customer satisfaction with deployment and technical support is critical. Concentration of revenue from a few customers poses a risk.
• Suppliers/Vendors: TalenTec depends on licenses, reseller contracts, and distribution agreements with third-party software vendors (Oracle, Dayforce, Humanica, Microimage). Changes in terms or termination of relationships could adversely affect business.
• Creditors: TalenTec has outstanding borrowings and credit facilities with covenants that may limit operating and financial flexibility. Default could lead to termination of facilities.

Next Steps

• Black Titan to continue exploring long-term strategic crypto initiatives, including direct coin acquisitions, mining, and fintech-related M&A.
• TalenTec plans to expand its market share by adding HCM product offerings.
• TalenTec intends to expand operations in Singapore and Indonesia, and extend to the Philippines.
• TalenTec is participating in the development of an HCM cloud solution for the hospitality industry, with a beta version rollout intended for the end of calendar 2025.
• TalenTec will continue to build and develop strong customer relationships, enhance customer retention, and encourage referrals.
• TalenTec expects to facilitate the transition of existing clients to hybrid and cloud models.
• Black Titan needs to address and remediate identified material weaknesses in internal control over financial reporting.
• Black Titan awaits Nasdaq's formal confirmation of compliance with the Equity Rule.
• Black Titan will use net proceeds from option exercises (if any) for general corporate purposes.

Key Dates

Recommendation

The filing presents a mixed bag of opportunities and significant risks. TalenTec, the core operating entity post-merger, demonstrates strong recent revenue and net income growth, a perfect SaaS renewal rate, and a clear strategy for market expansion and cloud adoption. The exploration of crypto initiatives by Black Titan adds a speculative upside. However, the substantial number of shares registered for resale by selling shareholders, coupled with the current share price being significantly below option exercise prices, creates a strong overhang and potential for downward pressure on the stock. The identified material weaknesses in internal controls and the inherent risks of operating as a foreign private issuer with limited public company management experience further temper enthusiasm. While the growth trajectory of TalenTec is positive, the immediate dilution risk and governance concerns warrant a cautious 'hold' stance until these factors are better resolved or clearer market signals emerge.

Keywords

Human Capital Management, HCM Solutions, SEC Filing, F-1 Registration, Black Titan Corporation, TalenTec, Titan Pharmaceuticals, Merger, Business Combination, Nasdaq Listing, Software Distribution, Cloud Solutions, Enterprise Software, Malaysia, Singapore, Financial Reporting, Corporate Governance, Risk Factors, Capital Raise, Cryptocurrency Strategy, Digital Transformation, Oracle PeopleSoft, Dayforce HCM, SunFish Workplaze HR, MiHCM Cloud