Black Titan Corporation

Black Titan Corporation (BTTC), a Cayman Islands exempted company, operates through its Malaysian subsidiary TalenTec Sdn. Bhd., a distributor of human capital management (HCM) software solutions including Oracle PeopleSoft HCM, Dayforce HCM, SunFish Workplaze HR, and MiHCM Cloud. TalenTec provides licensing, SaaS subscriptions, consulting, implementation, training, and maintenance services primarily to Malaysian clients in financial services, manufacturing, and public sectors, with operations extending to Singapore. The company recently initiated a digital asset treasury (DAT+) strategy to allocate capital to digital assets and blockchain opportunities. This F-1 registration statement covers the resale of up to 61,021,551 Ordinary Shares issuable upon conversion of $15 million in aggregate principal amount of senior unsecured convertible notes issued on January 16, 2026, pursuant to a Securities Purchase Agreement with ATW Digital Asset Opportunities XII LLC. The notes carry a 10% OID, 10% interest rate (increasing to 18% upon default), and a $1.98 conversion price (subject to adjustments, with a $0.3248 floor). As of the prospectus date, 9,994,117 Ordinary Shares are issued and outstanding, trading on Nasdaq at $1.76 (February 11, 2026 close). TalenTec reported $2.68 million revenue for FYE July 31, 2025 (up 26% YoY), $0.21 million net income, and $0.78 million working capital. The resale registration enables the Buyer to sell shares, with proceeds to the Buyer. Black Titan, a post-business combination entity from October 1, 2025 merger with Titan Pharmaceuticals and TalenTec, aims to leverage HCM operations and DAT+ for shareholder value amid crypto initiatives.

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