SCHEDULE 13D: Danny Dass Takes 32.5% Stake in Black Titan Corp

Danny Vincent Dass has acquired a 32.5% beneficial ownership stake in Black Titan Corp, totaling 2,344,100 ordinary shares, following a series of merger and share exchange agreements.

Summary

• Danny Vincent Dass, a Malaysian citizen and Chief Operating Officer of Studio Maze Sdn. Bhd., has become a beneficial owner of 2,344,100 Ordinary Shares of Black Titan Corp.
• This ownership represents 32.5% of the outstanding Ordinary Shares of Black Titan Corp.
• The acquisition stems from a Merger and Contribution and Share Exchange Agreement dated August 19, 2024, involving Black Titan Corp, Titan Pharmaceuticals, Inc. (TTNP), and TalenTec Sdn. Bhd.
• TTNP Merger Sub, Inc., a subsidiary of Black Titan Corp, merged with TTNP, making TTNP a wholly-owned subsidiary of Black Titan Corp.
• Each outstanding share of TTNP Common Stock was converted into one Black Titan Corp Ordinary Share.
• Each outstanding share of TTNP Series AA Convertible Preferred Stock was converted into 1.07296 Black Titan Corp Ordinary Shares.
• Immediately following the TTNP Merger, a Share Exchange Agreement dated July 25, 2025, facilitated the exchange of TalenTec shares for Black Titan Corp Ordinary Shares.
• Mr. Dass received 2,344,100 Ordinary Shares in exchange for his 275,000 TalenTec shares, with each TalenTec share converting to 8.524 PubCo Ordinary Shares.
• Mr. Dass had previously purchased his 275,000 TalenTec shares from Seow Gim Shen in a private transaction on December 23, 2024.
• The purpose of the transaction for Mr. Dass is investment, and he currently has no plans or proposals to effect significant changes to the issuer.

Sentiment

Score: 7

Explanation: The filing indicates a significant investment by an individual, which can be seen as a positive sign of confidence. The transaction is a result of a merger and share exchange, suggesting strategic consolidation. No negative information or risks are highlighted beyond the standard disclosure requirements.

Positives

• A significant individual investor, Danny Vincent Dass, has taken a substantial 32.5% stake, indicating strong belief in the company's future.
• The transaction consolidates ownership of Titan Pharmaceuticals, Inc. and TalenTec Sdn. Bhd. under Black Titan Corp, potentially streamlining operations and strategy.

Negatives

• No specific negative points are disclosed in this Schedule 13D filing, which primarily focuses on beneficial ownership disclosure.

Risks

• No specific risks are detailed in this Schedule 13D filing beyond the inherent risks associated with holding a significant equity stake in a publicly traded company.

Future Outlook

The filing states that Mr. Dass acquired the Ordinary Shares for investment purposes and currently has no plans or proposals that would result in any significant corporate events or changes to the issuer's business, corporate structure, or capitalization.

Industry Context

This filing reflects a post-merger consolidation of ownership, where a key individual from an acquired entity (TalenTec) now holds a significant stake in the acquiring public company (Black Titan Corp). This is a common outcome in M&A activities, integrating previous owners into the new corporate structure.

Related Party Transactions

• Mr. Dass purchased 275,000 TalenTec shares from Seow Gim Shen in a private transaction on December 23, 2024, which subsequently converted into Black Titan Corp shares. The filing does not explicitly state if Seow Gim Shen is a related party.

Stakeholder Impact

• Shareholders: The entry of a significant new beneficial owner with a 32.5% stake could influence future corporate decisions and potentially provide stability or direction.
• Management: Mr. Dass's substantial ownership may give him significant influence over management and strategic direction, aligning his interests with long-term company performance.
• Employees: No direct impact on employees is mentioned, but the underlying merger activity could lead to integration efforts.

Key Dates

Keywords

Black Titan Corp, Danny Vincent Dass, Beneficial Ownership, Schedule 13D, Titan Pharmaceuticals, TalenTec, Merger, Share Exchange, Investment, Malaysia