UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.  )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Payment of Filing Fee (Check all boxes that apply):

PROXY STATEMENT FOR SPECIAL MEETING OF

STOCKHOLDERS OF TITAN PHARMACEUTICALS, INC.

AND

PROSPECTUS FOR UP TO 7,210,800 ORDINARY SHARES

OF BLACK TITAN CORPORATION

The board of directors of Titan Pharmaceuticals Inc., a Delaware corporation (“TTNP” or “Parent”), has approved a Merger and Contribution and Share Exchange Agreement, dated August 19, 2024 (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), with Black Titan Corporation, formerly BSKE Limited, a Cayman Islands exempted company limited by shares (“PubCo” or “Black Titan”), TTNP Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of PubCo (“Merger Sub” and, together with PubCo, each, individually, an “Acquisition Entity” and, collectively, the “Acquisition Entities”), and TalenTec Sdn. Bhd., a Malaysia private limited company, f/k/a KE Sdn. Bhd. (“TalenTec” or “Company”).

Pursuant to the Merger Agreement, PubCo will acquire ownership of Parent and Company in related transactions, as follows:

Pursuant to the Merger Agreement, at the effective time of the TTNP Merger (the “TTNP Merger Effective Time”):

Immediately following the TTNP Merger Effective Time, the Contribution and Exchange shall occur as follows (the “Exchange Effective Time”): Pursuant to the terms of the Share Exchange Agreement, each TalenTec Shareholder electing to become a party thereto shall contribute to PubCo all of such TalenTec Shareholder’s Company Shares, and, in exchange for the contribution of such Company Shares, PubCo shall issue to such TalenTec Shareholder, for each Company Share contributed, 8.524 newly issued PubCo Ordinary Shares. TTNP may terminate the Merger Agreement if fewer than all TalenTec Shareholders elect to enter into the Share Exchange Agreement.

It is anticipated that, upon completion of the Business Combination, 7,210,800 PubCo Ordinary Shares will be issued in connection with the Business Combination. The foregoing amounts will change if the actual facts differ from the assumptions set forth above.

TTNP Common Stock is publicly traded on the Nasdaq Capital Market under the symbol “TTNP.” PubCo has applied for listing, to be effective at the time of the Business Combination, of PubCo Ordinary Shares. Upon consummation of the Business Combination, the PubCo Ordinary Shares will be listed on the Nasdaq Capital Market under the symbol “BTTC.”

It is a condition of the consummation of the Business Combination that PubCo receive confirmation from Nasdaq that PubCo Ordinary Shares have been conditionally approved for listing on Nasdaq, but there can be no assurance such listing condition will be met or that PubCo will obtain such confirmation from Nasdaq. If such listing condition is not met, or, if such confirmation is not obtained, the Business Combination will not be consummated unless the Nasdaq condition set forth in the Merger Agreement is waived by the applicable parties.

Holders of TTNP Common Stock are being asked to consider a vote upon the Business Combination and certain related Proposals, as described in this proxy statement/prospectus. Proposals to approve the Merger Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the special meeting of stockholders of TTNP scheduled to be held on August 26, 2025.

The board of directors of TTNP has approved and adopted the Merger Agreement and recommends that the TTNP Stockholders vote FOR all of the Proposals presented to the stockholders at the Special Meeting. When you consider the board of directors’ recommendation of these Proposals, you should keep in mind that certain of TTNP’s directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “Summary of the Proxy Statement/Prospectus—Interests of TTNP’s Directors and Officers in the Business Combination.”

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Special Meeting. You are encouraged to carefully read this entire document, including the annexes. You should, in particular, carefully consider the risk factors described in “Risk Factors” beginning on page 41 of this proxy statement/prospectus.

This proxy statement/prospectus is dated July 22, 2025 and is expected to be first mailed or otherwise delivered to TTNP Stockholders on or about July 25, 2025.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

No offer or invitation, whether directly or indirectly, is being or may be made to the public in the Cayman Islands to subscribe for any PubCo securities.

Black Titan is an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in Black Titan securities involves a high degree of risk. See “Risk Factors” beginning on page 41 for a discussion of information that should be considered in connection with an investment in Black Titan securities.

ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/ prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by TTNP, the Company, or any other party to the Merger Agreement. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of TTNP, the Company or any other party to the Merger Agreement since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

LETTER TO STOCKHOLDERS OF TITAN PHARMACEUTICALS, INC.

Titan Pharmaceuticals, Inc.

10 East 53rd Street, Suite 3001

New York, NY 10022-5064

Telephone No.: (650) 244-4990

To the holders of Common Stock of Titan Pharmaceuticals, Inc.:

You are cordially invited to attend the special meeting of stockholders (the “Special Meeting”) of Titan Pharmaceuticals, Inc., a Delaware corporation (“TTNP” or “Parent”), on August 26, 2025 at 9:00 a.m. Eastern Time at the offices of Olshan Frome Wolosky LLP, located at 1325 Avenue of the Americas, 15th Floor, New York, New York 10019, or at such other time, on such other date and at such other place to which the Special Meeting may be adjourned, for the purpose of voting on TTNP’s proposed business combination with Black Titan Corporation, a Cayman Islands exempted company limited by shares (“PubCo” or “Black Titan”) and TalenTec Sdn. Bhd., a Malaysia private limited company, f/k/a KE Sdn. Bhd. (“TalenTec” or “Company”), and the other matters described in the accompanying proxy statement/prospectus. You will be able to attend, vote your shares and submit questions during the Special Meeting.

At the Special Meeting, you will be asked to consider and vote upon the following Proposals:

The Business Combination Proposal and the Nasdaq Proposal are cross-conditioned on the approval of each other. The PubCo Charter (as defined herein) will take effect upon the Closing (as defined herein). The Adjournment Proposal is not conditioned upon the approval of any other Proposal set forth in the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of TTNP (the “TTNP Board”), at the recommendation of the Special Committee of the TTNP Board, has (a) approved and adopted the Merger Agreement and approved the Transactions, (b) approved the Proposals described in this proxy statement/prospectus, and (c) determined that it is advisable to consummate the Business Combination.

PubCo is offering up to (i) 7,210,800 PubCo Ordinary Shares in the Business Combination. PubCo intends to apply to list the PubCo Ordinary Shares on The Nasdaq Stock Market LLC with the ticker symbol “BTTC.”

Pursuant to the Merger Agreement, at the effective time of the TTNP Merger (the “TTNP Merger Effective Time”):

Immediately following the TTNP Merger Effective Time, the Contribution and Exchange shall occur as follows (the “Exchange Effective Time”): Pursuant to the terms of the Share Exchange Agreement, each TalenTec Shareholder electing to become a party thereto shall contribute to PubCo all of such TalenTec Shareholder’s Company Shares, and in exchange for the contribution of such Company Shares, PubCo shall issue to such TalenTec Shareholder, for each Company Share contributed, 8.524 newly issued PubCo Ordinary Shares. TTNP or the Company may terminate the Merger Agreement if fewer than all TalenTec Shareholders elect to enter into the Share Exchange Agreement.

It is anticipated that, upon completion of the Business Combination, 7,210,800 PubCo Ordinary Shares will be issued in connection with the Business Combination. The foregoing amounts will change if the actual facts differ from the assumptions set forth above.

It is anticipated that upon Closing, (i) existing TTNP Stockholders (other than TTNP’s officers and directors (the “Related Parties”)) will own approximately 31.39% of the issued and outstanding PubCo Ordinary Shares; (ii) TalenTec Shareholders will own, beneficially, approximately 68.56% of the outstanding PubCo Ordinary Shares; and(iii) TTNP’s officers and directors will own less than 1% of PubCo’s Ordinary Shares. These ownership percentages could be subject to proportional dilution for any required financing in connection with the Closing.

TTNP has fixed the close of business on July 18, 2025 as the record date (the “Record Date”) for the determination of TTNP Stockholders entitled to notice of, and to vote at, the Special Meeting or any postponement or adjournment thereof. Stockholders should carefully read the accompanying Notice of Special Meeting and proxy statement/prospectus for a more complete statement of the Proposals to be considered at the Special Meeting.

The TTNP Board has approved and adopted, and declared the advisability of, the Merger Agreement and the Transactions and recommends that the TTNP Stockholders vote “FOR” each of the Proposals presented to TTNP Stockholders at the Special Meeting. When you consider the TTNP Board’s recommendation of these Proposals, you should keep in mind that the directors and officers of TTNP have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “The Business Combination Proposal — Interests of TTNP’s Directors and Officers in the Business Combination” in this proxy statement/prospectus.

This proxy statement/prospectus is dated July 22, 2025 and is first being mailed to TTNP Stockholders on or about July 22, 2025.

THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS PROVIDES THE TTNP STOCKHOLDERS WITH DETAILED INFORMATION ABOUT THE BUSINESS COMBINATION AND OTHER MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING. YOU ARE ENCOURAGED TO READ THIS ENTIRE DOCUMENT, INCLUDING THE ANNEXES AND OTHER DOCUMENTS REFERRED TO THEREIN, CAREFULLY AND IN THEIR ENTIRETY. YOU SHOULD ALSO CAREFULLY CONSIDER THE RISK FACTORS DESCRIBED IN “RISK FACTORS” BEGINNING ON PAGE 41 OF THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Titan Pharmaceuticals, Inc.

10 East 53rd Street, Suite 3001

New York, NY 10022-5064

Telephone No.: (650) 244-4990

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF TITAN

PHARMACEUTICALS, INC. TO BE HELD ON AUGUST 26, 2025

TO THE STOCKHOLDERS OF TITAN PHARMACEUTICALS, INC.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of Titan Pharmaceuticals, Inc., a Delaware corporation (“TTNP” or “Parent”), will be held on August 26, 2025 at 9:00 a.m., Eastern Time at the offices of Olshan Frome Wolosky LLP, located at 1325 Avenue of the Americas, 15th Floor, New York, New York 10019, or at such other time, on such other date and at such other place to which the meeting may be adjourned. You will be able to vote your shares and submit questions during the Special Meeting.

The board of directors of TTNP (the “TTNP Board”) has approved and adopted and declared the advisability of a Merger and Contribution and Share Exchange Agreement, dated August 19, 2024 (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), with Black Titan Corporation, a Cayman Islands exempted company limited by shares (“PubCo” or “Black Titan”), TTNP Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of PubCo (“Merger Sub” and, together with PubCo, each, individually, an “Acquisition Entity” and, collectively, the “Acquisition Entities”), and TalenTec Sdn. Bhd., a Malaysia private limited company, f/k/a KE Sdn. Bd. (“TalenTec” or “Company”).

At the Special Meeting, TTNP Stockholders will be asked to consider and vote upon the following Proposals:

Only holders of record of common stock of TTNP, par value $0.001 per share (the “TTNP Common Stock”) at the close of business on July 18, 2025 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting.

The Business Combination Proposal and the Nasdaq Proposal are cross conditioned on the approval of each other. The PubCo Charter (as defined herein) will take effect upon the Closing (as defined herein). The Adjournment Proposal is not conditioned upon the approval of any other Proposal set forth in this proxy statement/prospectus.

Each of these Proposals is more fully described in the accompanying proxy statement/prospectus, which you are encouraged to read carefully and in its entirety. Unless waived in accordance with the Merger Agreement, the consummation of the Business Combination is also subject to customary closing conditions, among other terms.

The approval of the Business Combination Proposal requires the affirmative vote of a majority of the issued and outstanding shares of TTNP Common Stock as of the Record Date for the Special Meeting. The TTNP Board has already approved the Merger Agreement and the Transactions and recommends that TTNP Stockholders vote “FOR” the Business Combination Proposal. The approval of all other Proposals presented in the accompanying proxy statement/prospectus require the affirmative vote of a majority of the shares of TTNP Common Stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related Transactions and each of the Proposals. You are encouraged to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please contact TTNP’s transfer agent, which is assisting in the solicitation of proxies.

TABLE OF CONTENTS

Annex A—Merger and Contribution and Share Exchange Agreement

Annex B—PubCo Amended and Restated Memorandum of Association and Articles of Association

Annex C—Opinion of King Kee Appraisal and Advisory Limited

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Black Titan Corporation, a Cayman Islands exempted company limited by shares (“PubCo”), constitutes a prospectus of PubCo under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”) with respect to the PubCo Ordinary Shares (as defined herein) to be issued to shareholders of the TalenTec Sdn. Bhd., a Malaysia private limited company, f/k/a KE Sdn. Bhd. (“TalenTec” or “Company”),and stockholders of Titan Pharmaceuticals, Inc., a Delaware corporation (“Parent” or “TTNP”), if the Business Combination (as defined herein) is consummated. This document also constitutes a notice of meeting under the Delaware General Corporation Law, and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Special Meeting at which TTNP Stockholders will be asked to consider and vote upon a proposal to approve the Business Combination, by the adoption of the Merger Agreement and the Transactions, among other matters.

References to “U.S. Dollars,” “USD,” and “$” in this proxy statement/prospectus are to United States dollars, the legal currency of the United States. References to “Ringgit Malaysia” and “MYR” in this proxy statement/prospectus are to the legal currency of Malaysia. References to “SGD” in this proxy statement/prospectus are to the legal currency of Republic of Singapore. Discrepancies in any table between totals and sums of the amounts listed are due to rounding. Certain amounts and percentages have been rounded; consequently, certain figures may add up to be more or less than the total amount, and certain percentages may add up to be more or less than 100%, due to rounding.

PubCo is a Cayman Islands holding company. PubCo’s business is conducted by its subsidiaries, the Company in Malaysia, using MYR, and Keda Pte. Ltd in Singapore, using SGD. The Company’s consolidated financial statements are presented in U.S. Dollars. In this proxy statement/prospectus, the Company’s assets, obligations, commitments, and liabilities in its consolidated financial statements are referred to in U.S. Dollars. These U.S. Dollars references are based on the exchange rate of MYR to U.S. Dollars and SGD to U.S. Dollars, determined as of a specific date or for a specific period. Changes in the exchange rate will affect the amount of the Company’s obligations and the value of its assets in terms of U.S. Dollars, which may result in an increase or decrease in the amount of the Company’s obligations (expressed in U.S. Dollars) and the value of its assets, including accounts receivable (expressed in U.S. Dollars).

Reference to the “LPD” in this proxy statement/prospectus is to March 31, 2025, which is the latest practicable date prior to the registration of this proxy statement/prospectus with the SEC.

You should rely only on the information contained in this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. Neither the mailing of this proxy statement/prospectus to TTNP Stockholders, nor the issuance by PubCo of its PubCo Ordinary Shares in connection with the Business Combination will create any implication to the contrary. Information contained in this proxy statement/prospectus regarding TTNP has been provided by TTNP, and information contained in this proxy statement/prospectus regarding PubCo and the Company has been provided by PubCo and the Company. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus contains estimates, projections, and other information concerning the Company’s industry and business, as well as data regarding market research, estimates, and forecasts prepared by the Company’s management. Information that is based on estimates, forecasts, projections, market research, or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The industry in which the Company operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” Unless otherwise expressly stated, the Company obtained this industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry and general publications, and similar sources. In some cases, the Company does not expressly refer to the sources from which this data is derived. In that regard, when the Company refers to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from sources which the Company paid for, sponsored, or conducted, unless otherwise expressly stated or the context otherwise requires. Forecasts and other forward-looking information with respect to industry, business, market, and other data are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this proxy statement/prospectus. See “Cautionary Note Regarding Forward-Looking Statements.”

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

The name, logos and other trademarks and service marks of the Company and TTNP appearing in this proxy statement/prospectus are the property of the Company and TTNP, respectively. Solely for convenience, some of the trademarks, service marks, logos and trade names referred to in this proxy statement/prospectus are presented without the applicable ®, TM or SM symbols, but such references are not intended to indicate, in any way, that the Company or TTNP, as applicable, will not assert, to the fullest extent under applicable law, its rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This proxy statement/prospectus contains additional trademarks, service marks and trade names of others. All trademarks, service marks and trade names appearing in this proxy statement/prospectus are, to the knowledge of the TTNP, the Company, and PubCo, the property of their respective owners. Any use or display of other companies’ trademarks, service marks, copyrights or trade names does not imply a relationship with, or endorsement or sponsorship of TTNP, the Company, or PubCo by, any other companies.

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov. You may request copies of this proxy statement/prospectus or other information concerning TTNP, without charge, by phone or by written request directed to TTNP at:

Titan Pharmaceuticals, Inc.

10 East 53rd Street, Suite 3001

New York, NY 10022-5064

Telephone No.: (650) 244-4990

Attn: Chay Weei Jye, Chief Executive Officer

Email: wchay@titanpharm.com

You may also request information by contacting TTNP’s transfer agent:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

1 State Street, 30th Floor

New York, New York 10004

Attn: Mark Tumulty

In order for you to receive timely delivery of the documents in advance of the Special Meeting to be held on August 26, 2025, you must request the information no later than five business days prior to the date of the Special Meeting, or by August 19, 2025.

FREQUENTLY USED TERMS

“Acquisition Entities” means, collectively, PubCo and Merger Sub, and each, individually, an “Acquisition Entity.”

“Acquisition Proposal” means, as to the Company or TTNP, other than the Transactions, any offer or proposal relating to: (a) any acquisition or purchase, direct or indirect, of (i) 20% or more of the consolidated assets of such Person and its Subsidiaries or (ii) 20% or more of any class of equity or voting securities of (x) such Person or (y) one or more Subsidiaries of such Person holding assets constituting, individually or in the aggregate, 20% or more of the consolidated assets of such Person and its Subsidiaries; (b) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in any Person beneficially owning 20% or more of any class of equity or voting securities of such Person or (ii) one or more Subsidiaries of such Person holding assets constituting, individually or in the aggregate, 20% or more of the consolidated assets of such Person and its Subsidiaries; or (c) a merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving (i) such Person or (ii) one or more Subsidiaries of such Person holding assets constituting, individually or in the aggregate, 20% or more of the consolidated assets of such Person and its Subsidiaries.

“Action” means any action, lawsuit, complaint, claim, petition, suit, audit, examination, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority.

“Adjournment Proposal” means the proposal to be considered at the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by TTNP that more time is necessary or appropriate to approve one or more proposals at the Special Meeting.

“Affiliates” means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person, whether through one or more intermediaries or otherwise. The term “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Ancillary Agreements” means, collectively, the Share Exchange Agreement, the Registration Rights Agreement, and the PubCo Governing Documents.

“ARC Group” means the financial advisor to TalenTec in connection with the merger transaction between TalenTec and TTNP.

“Blue Harbour” shall mean Blue Harbour Asset Management LLC-FZ, which owns all outstanding shares of TTNP Series B Preferred Stock, par value $0.001 per share, purchased in a private placement on March 29, 2025.

“Business Combination” means the TTNP Merger, the Contribution and Exchange, and the Transactions, and each other transaction, document or agreement contemplated thereby, to be consummated pursuant to the Merger Agreement.

“Business Combination Proposal” means the proposal to approve the adoption of the Merger Agreement and the Transactions.

“Cayman Companies Act” means the Companies Act (as revised) of the Cayman Islands.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date on which the Business Combination is consummated.

“Company” or “Company Group” means TalenTec Sdn. Bhd., or “TalenTec,” a Malaysia private limited company, and, as the context requires, the Company’s subsidiary, KEDA Pte Ltd. The Company changed its name to, “TalenTec Sdn. Bhd.,” from, “KE. Sdn. Bhd.,” on September 26, 2024.

“Company Board” means the Board of Directors of TalenTec.

“Company Exchange Ratio” means 8.524.

“Company Shares” means ordinary shares of the Company.

“Company Transaction Expenses” means fees and disbursements incurred by the Company or the TalenTec Shareholders in connection with the Transactions for the categories listed on Schedule 2.1(b)(i) to the Merger Agreement.

“Continental” means Continental Stock Transfer & Trust Company.

“Contribution and Exchange” means the contribution of TalenTec Sdn shares to PubCo in exchange for PubCo ordinary shares in PubCo.

“DGCL” means the General Corporation Law of the State of Delaware.

“Disclosure Letter” means the disclosure letter to the Company or disclosure letter from the Company to TTNP, as the case may be, which forms part of the Merger Agreement.

“Exchange Effective Time” means the date and time that the Contribution and Exchange becomes effective in accordance with the Merger Agreement.

“Governmental Authority” means any federal, state, provincial, municipal, local, international, supranational or foreign government, governmental authority, regulatory or administrative agency (which for the purposes of this Agreement shall include the SEC), governmental commission, department, board, bureau, agency, court, arbitral tribunal, securities exchange or similar body or instrumentality thereof.

“Governmental Order” means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental Authority.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“Merger Sub” means TTNP Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of PubCo.

“Mr. Chay” means Mr. Chay Weei Jye, TTNP’s Chief Executive Officer.

“Mr. Chung” means Mr. Jeffrey Chung, the owner of Sire.

“Mr. Seow” means Seow Gim Shen, the former owner of Sire and former Chairman and Chief Executive Officer of Parent.

“Nasdaq” means the Nasdaq Global Market or Nasdaq Capital Market.

“Nasdaq Proposal” means the proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of PubCo Ordinary Shares in connection with the Business Combination.

“Parent” or “TTNP” means Titan Pharmaceuticals, Inc., a Delaware corporation.

“Parent Transaction Expenses” means fees and disbursements incurred by the Company or the TalenTec Shareholders in connection with the Transactions for the categories listed on the disclosure schedules to the Merger Agreement.

“PCAOB” means the United States Public Company Accounting Oversight Board and any division or subdivision thereof.

“Person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, trust, estate, joint venture, joint stock company, Governmental Authority or instrumentality or other entity of any kind.

“PIPE” means the private placement of Series A Preferred Shares of PubCo sold in connection with the Business Combination.

“Proposals” means the Business Combination Proposal, the Nasdaq Proposal, and the Adjournment Proposal.

“PubCo” means Black Titan Corporation, a Cayman Islands exempted company limited by shares. Black Titan Corporation changed its name from “BSKE Limited,” on March 12, 2025. Any reference to “BSKE” or “BSKE Limited” in any annex attached to this proxy statement/prospectus or any exhibits attached hereto shall mean Black Titan Corporation.

“PubCo Board” means the board of directors of PubCo.

“PubCo Charter” means the Amended and Restated Memorandum of Association and Articles of Association of PubCo, to be adopted by PubCo, in the form attached this proxy statement/prospectus as Annex B.

“PubCo Warrants” means any warrants issued by PubCo in exchange for TTNP warrants held by TTNP Stockholders.

“PubCo Ordinary Shares” means the ordinary shares of PubCo, par value $0.001 per share.

“Record Date” means July 18, 2025 the record date for the Special Meeting.

“Registration Rights Agreement” means a registration rights agreement to be entered into at the Closing among PubCo, Mr. Chung, and Mr. Dass, pursuant to which, among other things, PubCo will agree to provide them with certain rights relating to the registration for resale of PubCo Ordinary Shares that they will receive in the TTNP Merger or the Contribution and Exchange.

“Regulatory Approvals” means any necessary or advisable regulatory approvals, consents, Actions, non-actions or waivers in order to complete lawfully the Transactions.

“Related Parties” means TTNP’s officers and directors.

“Representatives” of a Person means, collectively, officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives of such Person or its Affiliates.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Series A Preferred Shares” means the Series A preferred shares of PubCo, $0.001 par value per share with a stated value of $1,000 per share, with the rights and designations as set forth in the Certificate of Designation, a copy of which is filed as an exhibit to this registration statement.

“Share Exchange Agreement” means an agreement among PubCo, TTNP, Company, and TalenTec Shareholders who elect to become a party thereto pursuant to which those TalenTec Shareholders will contribute to PubCo all of their Company Shares in exchange for PubCo Ordinary Shares.

“Sire” means The Sire Group Ltd., a Seychelles company, which owns all outstanding shares of TTNP Series AA Preferred Stock, and is wholly owned by Mr. Chung.

“Special Meeting” means the special meeting of the TTNP Stockholders, to be held on August 26, 2025 at 9:00 a.m. Eastern time at the offices of Olshan Frome Wolosky LLP, located at 1325 Avenue of the Americas, 15th Floor, New York, New York 10019, or at such other time, on such other date and at such other place to which the meeting may be adjourned, for the purpose of voting on the Business and the other matters described in this proxy statement/prospectus.

“Surviving Corporation” means, with respect to the periods from and after the TTNP Merger Effective Time, TTNP, the surviving corporation of the Merger.

“TalenTec” or “Company” means TalenTec Sdn. Bhd., f/k/a KE Sdn. Bhd., a Malaysia private limited company.

“TalenTec Shareholders” means Danny Vincent Dass (“Mr. Dass”), Eddie Tan Chee Wei, Koay Chee Leong, Leow Kian Yong, and Goh Chee Siong.

“Trading Market” means the national stock exchange on which the PubCo Ordinary Shares are listed for trading.

“Transactions” means, collectively, the TTNP Merger, the Contribution and Exchange, and each of the other transactions contemplated by the Merger Agreement or any of the Ancillary Agreements.

“Transaction Financing” means transaction financing in the form of written commitments for a private placement of equity, debt or other alternative financing to PubCo, from Transaction Investors, to be agreed by Parent and the Company, in an amount up to $1 million.

“Transaction Investor” means any investor in the Transaction Financing.

“TTNP” or “Parent” means Titan Pharmaceuticals, Inc., a Delaware corporation.

“TTNP Board” means the board of directors of TTNP.

“TTNP Bylaws” means the bylaws of TTNP in effect immediately prior to the TTNP Merger Effective Time, as amended and/or restated from time to time.

“TTNP Capital Stock” means, collectively, the TTNP Common Stock and the preferred stock of TTNP, par value $0.001 per share.

“TTNP Charter” means the Amended and Restated Certificate of Incorporation of TTNP, dated January 23, 1996, as amended and/or restated from time to time.

“TTNP Common Stock” means TTNP Common Stock, par value $0.001 per share.  

“TTNP Governing Documents” means, collectively, the TTNP Charter and the TTNP Bylaws.

“TTNP Merger” means the merger of Merger Sub with and into TTNP.

“TTNP Merger Effective Time” means the date and time that the TTNP Merger becomes effective in accordance with the Merger Agreement.

“TTNP Public Shares” means shares of TTNP Common Stock held other than by the Related Parties.

“TTNP Public Stockholder” means a holder of TTNP Public Shares.

“TTNP Series AA Preferred Stock” means the TTNP Series AA Convertible Preferred Stock.

“TTNP Series B Preferred Stock” means the TTNP Series B Convertible Preferred Stock.

“TTNP Series C Preferred Stock” means the TTNP Series C Convertible Preferred Stock.

“TTNP Stockholder” means a holder of shares of TTNP Common Stock.

“TTNP Stockholders’ Approval” means the approval of the Proposals, in the case of the Business Combination Proposal, by an affirmative vote of the holders of at least a majority of the outstanding shares of TTNP Common Stock entitled to vote thereon at the Special Meeting, and with respect to each other Proposal by the affirmative vote of holders of a majority of the shares of TTNP Common Stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting.

“U.S. GAAP” means accounting principles generally accepted in the United States of America.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial of TTNP and the Company. These statements are based on the beliefs and assumptions of the management of TTNP and the Company. Although TTNP and the Company believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither TTNP nor the Company can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements appear in a number of places throughout this proxy statement/prospectus and include statements regarding TTNP’s and the Company’s intentions, beliefs or current expectations concerning, among other things, the Business Combination, the benefits and synergies of the Business Combination, including anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, strategies, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, the markets in which the Company operates as well as any information concerning possible or assumed future results of operations of PubCo after the consummation of the Business Combination.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing TTNP’s or the Company’s views as of any subsequent date, and neither undertakes any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that TTNP or the Company “believes” and similar statements reflect such parties’ beliefs and opinions on the relevant subject. These statements are based upon information available to such party as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and these statements should not be read to indicate that either TTNP or the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or instruct how your vote should be cast or vote your shares on the Proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, TalenTec’s actual results or performance may be materially different from those expressed or implied by its forward-looking statements. Some factors that could cause TalenTec’s actual results to differ include:

QUESTIONS AND ANSWERS FOR TTNP STOCKHOLDERS

The following questions and answers briefly address some commonly asked questions about the Proposals to be presented at the Special Meeting. The following questions and answers do not include all the information that is important to TTNP Stockholders. TTNP Stockholders are urged to carefully read this entire proxy statement/prospectus, including the annexes and other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Special Meeting.

TTNP, PubCo, and TalenTec have agreed to the Business Combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus. Pursuant to the terms of the Merger Agreement, among other things, (i) Merger Sub, a wholly owned direct subsidiary of PubCo will merge with and into TTNP, with TTNP surviving such merger as a wholly owned subsidiary of PubCo; and (ii) within five business days after the registration statement of which this proxy statement/prospectus forms a part becomes effective, PubCo, TTNP, and the Company will, and each of the TalenTec Shareholders may elect to, enter into a Share Exchange Agreement, pursuant to which, immediately following effectiveness of the TTNP Merger, each TalenTec Shareholder entering into the Share Exchange Agreement will contribute and exchange all of his Company shares in exchange for PubCo Ordinary Shares. If all TalenTec Shareholders enter into and consummate the Share Exchange Agreement, the Company will thereupon be a direct wholly owned subsidiary of PubCo. TTNP may terminate the Merger Agreement if fewer than all TalenTec Shareholders enter into the Share Exchange Agreement within the specified period.

TTNP’s Common Stock is publicly traded on the Nasdaq Capital Market under the symbol “TTNP.” PubCo has applied for listing, to be effective at the time of the Business Combination, of PubCo Ordinary Shares on Nasdaq under the proposed trading symbol “BTTC.”

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting, along with important information about PubCo and the business of PubCo and its subsidiaries following consummation of the Business Combination. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

TTNP will hold the Special Meeting for its stockholders to consider and vote upon these Proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. Stockholders should read it carefully.

The vote of stockholders is important. Stockholders are encouraged to submit their completed proxy card as soon as possible after carefully reviewing this proxy statement/prospectus.

Pursuant to the Merger Agreement, and in accordance with the Delaware General Corporation Law, Merger Sub will merge with and into TTNP; the separate existence of Merger Sub will cease; and Parent will be the surviving corporation of the TTNP Merger and a direct wholly owned subsidiary of PubCo.

Pursuant to the Merger Agreement, within five business days after the registration statement of which this proxy statement/prospectus forms a part becomes effective, PubCo, TTNP, and the Company will, and each of the TalenTec Shareholders may elect to, enter into a Share Exchange Agreement, pursuant to which, immediately following effectiveness of the TTNP Merger, each TalenTec Shareholder entering into the Share Exchange Agreement will contribute and exchange all of his Company shares in exchange for PubCo Ordinary Shares. If all TalenTec Shareholders enter into and consummate the Share Exchange Agreement, the Company will thereupon be a direct wholly owned subsidiary of PubCo. TTNP may terminate the Merger Agreement if fewer than all TalenTec Shareholders enter into the Share Exchange Agreement within the specified period. Pursuant to the Merger Agreement, at the TTNP Merger Effective Time:

Immediately following the TTNP Merger Effective Time, the Contribution and Exchange shall occur as follows (the “Exchange Effective Time”): Pursuant to the terms of the Share Exchange Agreement, each TalenTec Shareholder electing to become a party thereto shall contribute to PubCo all of such TalenTec Shareholder’s Company Shares, and in exchange for the contribution of such Company Shares, PubCo shall issue to such TalenTec Shareholder for each Company Share contributed 8.524 newly issued PubCo Ordinary Shares. TTNP may terminate the Merger Agreement if fewer than all TalenTec Shareholders elect to enter into the Share Exchange Agreement.

The following table sets forth varying pro forma voting power and implied ownership levels in PubCo immediately following the completion of the Business Combination. The ownership percentages reflected in the table are based upon the number of Company Shares and shares of TTNP Common Stock, TTNP Series AA Preferred Stock, the TTNP Series B Preferred Stock issued and outstanding as of the Record Date, the assumption of the conversion of the Series A Preferred Shares of PubCo in connection with the PIPE, and are subject to the following additional assumptions:

* Less than 1%.

For purposes of the table above:

(1) Assumes options and warrants are exercised post-Business Combination.

(2) Includes 6,250 shares of TTNP Common Stock subject to options exercisable within 60 days of the Record Date held by Mr. Ben-Tzvi. Mr. Ben-Tzvi is a member of the TTNP Board.

(3) Includes conversion of shares of TTNP Series AA Preferred Stock held by Sire into 150,087 shares of TTNP Common Stock and the conversion of shares of TTNP Series B Preferred Stock held by Blue Harbour into 265,913 of the up to 333,333 shares of TTNP Common Stock, based on the initial conversion rate, and not including the 176,471 upon conversion of the TTNP Series C Preferred Stock.

(4) Assumes conversion of up to 4,000 Series A Preferred Shares at a conversion price of $3.57 (based on 85% of the closing price of TTNP as of June 30, 2025 in connection with the PIPE

If any of these assumptions are not correct, these percentages will be different.

For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section titled “The Business Combination Proposal — The Merger Agreement.”

The approval of all other Proposals presented in this proxy statement/prospectus require the affirmative vote of a majority of the shares of TTNP Common Stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting. Accordingly, a TTNP Stockholder’s failure to vote by proxy or to vote at the Special Meeting or an abstention will have no effect on the outcome of such Proposals.

The existence of the interests described above may result in a conflict of interest on the part of TTNP’s officers and directors in entering into the Merger Agreement and making their recommendation that you vote in favor of the approval of the Business Combination.

In evaluating the Business Combination, the TTNP Merger and the other transactions contemplated by the Merger Agreement, the TTNP Board and the Special Committee consulted with its management, outside legal counsel and financial advisor. The TTNP Board determined that entering into the Merger Agreement with the Company provided the best alternative reasonably available to TTNP for maximizing shareholder value, including when compared to continuing to operate on a standalone basis and other reasonably actionable strategic alternatives such as those that TTNP had evaluated consistently in recent years, including potential combinations with other companies, acquisitions of assets, and exploration of other potential growth opportunities. The TTNP Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Merger Agreement and the Transactions contemplated thereby, including, but not limited to (i) a large addressable market in the Asia-Pacific region providing the Company significant growth potential, (ii) the belief that the Company has sustainable competitive advantages with respect to its established distribution of human capital management solutions within the Asia-Pacific region, (iii) the Company’s significant technological capabilities and partnerships within the human resources and payroll solutions industries, (iv) the potential of the Company’s business to generate significant free cash flows, (v) the Company’s experienced and capable management team, and (vi) the determination set forth in the Fairness Opinion regarding that the transaction consideration is fair from a financial point of view to the unaffiliated stockholders of TTNP.

The TTNP Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to: macroeconomic risks generally and in the HCM industry, risks that the Company’s business plan and projections may not be achieved, risks relating to the Company’s total addressable market, and risks related to the valuation of the Company’s business. See the section titled “The Business Combination Proposal — TTNP Board’s Reasons for Approval of the Business Combination.”

If the transfer would qualify for non-recognition of gain or loss under Section 351 of the Code but it is determined that Section 367(a) of the Code applies to the transfer of TTNP Common Stock, then a U.S. holder would generally recognize gain (but not loss) to the extent that gain would have been recognized if such transfer did not qualify for non-recognition under Section 351(a) of the Code. The potential application of Section 367(a) of the Code to the Business Combination is complex and depends on factors that cannot be determined until the closing of the Business Combination and the interpretation of legal authorities and facts relating to the Business Combination. Accordingly, there can be no assurance that the IRS will not take the position that Section 367(a) of the Code applies to cause U.S. holders to recognize gain as a result of the Business Combination or that a court will not agree with such a position of the IRS in the event of litigation.

In addition, notwithstanding the Intended Tax Treatment, a holder of TTNP warrants that does not also own TTNP Common Stock generally would recognize gain or loss in an amount equal to the difference between the fair market value of the PubCo Warrants deemed received and such holder’s tax basis in the TTNP warrants deemed exchanged therefor. If a holder of TTNP warrants also exchanges TTNP Common Stock for PubCo Ordinary Shares in the TTNP Merger, and if the TTNP Merger, together with Contribution and Exchange pursuant to the Business Combination, qualifies for the Intended Tax Treatment, such holder generally would recognize gain, but not loss, equal to the lesser of (i) such holder’s “realized gain” from the exchange (generally the excess of the fair market value of the PubCo Securities received over such holder’s aggregate tax basis in the Parent Securities exchanged therefor), and (ii) the fair market value of the PubCo Warrants deemed received. Any gain recognized by a holder whose TTNP warrants become PubCo Warrants pursuant to the TTNP Merger would generally be long-term capital gain if the holder’s holding period for the TTNP warrants was more than one year at the time of the TTNP Merger, and the holder’s holding period in the PubCo Warrants would begin on the day following the exchange. The holder’s tax basis in the PubCo Warrants received in the exchange would be equal to their fair market value at the time of the TTNP Merger.

The summary above is qualified in its entirety by the more detailed discussion provided in the section titled “Material U.S. Federal Income Tax Considerations of the Business Combination.” You are strongly urged to consult your tax advisors regarding the tax consequences to you of the Business Combination.

Titan Pharmaceuticals, Inc.

10 East 53rd Street, Suite 3001

New York, NY 10022

Telephone No.: (650) 244-4990

Attn: Chay Weei Jye, Chief Executive Officer

Email: wchay@titanpharm.com

You may also contact TTNP’s transfer agent at:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

1 State Street, 30th Floor

New York, New York 10004

Attn: Mark Tumulty

To obtain timely delivery, TTNP Stockholders must request the materials no later than August 19, 2025.

You may also obtain additional information about TTNP from documents filed with the SEC, free of charge, by visiting their website at www.sec.gov or by following the instructions in the section titled “Where You Can Find More Information.”

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary, together with the section titled “Questions and Answers for Stockholders of TTNP,” summarizes certain information contained in this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the Business Combination and the Proposals to be considered at the Special Meeting, you should read this entire proxy statement/prospectus carefully, including the annexes and accompanying financial statements of TTNP and the Company. See also the section titled “Where You Can Find More Information.”

Information About the Parties to the Business Combination

Titan Pharmaceuticals, Inc.

TTNP incorporated as a Delaware corporation in 1992. Prior to the sale of assets that occurred in September 2023 (as described more fully in the section titled “Information About TTNP”), TTNP focused on developing therapeutics utilizing the proprietary long-term drug delivery platform, ProNeura®, for the treatment of select chronic diseases for which steady state delivery of a drug has the potential to provide an efficacy and/or safety benefit. ProNeura consists of a small, solid implant made from a mixture of ethylene-vinyl acetate (“EVA”) and a drug substance. The resulting product is a solid matrix that is designed to be administered sub-dermally in a brief, outpatient procedure and is removed in a similar manner at the end of the treatment period. As of September 1, 2023 these businesses have been sold.

TTNP Common Stock is currently listed on Nasdaq under the symbol “TTNP.”

For more information about TTNP, see the sections titled “TTNP’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Information About TTNP.”

Black Titan Corporation

PubCo, an exempted company limited by shares, was formed under the laws of the Cayman Islands on July 11, 2024. PubCo was formed solely in contemplation of the Business Combination, has not commenced any operations, has only nominal assets and has no liabilities or contingent liabilities, nor any outstanding commitments other than as set forth in the Merger Agreement.

The address of PubCo’s registered office is at the offices of FFP (Corporate Services) Limited, 2nd Floor Harbour Centre, 159 Mary Street, George Town, Grand Cayman KY1-9006, and its registration number is 411832. Upon the Closing, its principal office will be located at Level 8, Unit 8-02 The Bousteador, 10, Jalan PJU 7/6, Mutiara Damansara, 47800 Petaling Jaya, Selangor Darul Ehsan, Malaysia and its telephone number will be +603 7731 0023.

Upon the effectiveness of the Registration Statement of which this proxy statement/ prospectus forms a part, PubCo will report under the Exchange Act as a non-U.S. public company with foreign private issuer status. Even after PubCo no longer qualifies as an emerging growth company, as long as PubCo continues to qualify as a foreign private issuer under the Exchange Act, PubCo will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

In addition, PubCo will not be required to file annual reports and financial statements with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act, and is not required to comply with Regulation FD, which restricts the selective disclosure of material information.

As a foreign private issuer, PubCo will be permitted to follow home country corporate governance practices instead of certain corporate governance practices required by the Trading Market for U.S. domestic issuers.

TalenTec Sdn. Bhd. (formerly known as KE Sdn. Bhd.)

TalenTec (formerly KE Sdn. Bhd.) is a Malaysia private limited company incorporated on February 14, 1990, with registration number 199001001889 (193451-W). The registered office of TalenTec is at Room 202, 2nd Floor, 368, Malaysia, Jalan Pudu, 55100 Kuala Lumpur. Its principal office is located at Level 8, Unit 8-02 The Bousteador, 10, Jalan PJU 7/6, Mutiara Damansara, 47800 Petaling Jaya, Selangor Darul Ehsan, Malaysia, and its telephone number is+603 7731 0023.

Founded in 1990, TalenTec became, in 1993, one of the first licensees of PeopleSoft Human Resource and Payroll solutions in the Asia Pacific region. As a well-established distributor of human capital management (“HCM”) solutions in Malaysia, the Company offers PeopleSoft, Dayforce, Workplaze, and MiHCM Cloud, brand software for sale by their respective vendors, which are local or regional subsidiaries or affiliates of Oracle Corporation, Dayforce, Inc., Humanica Public Company Limited, and Microimage (Private) Limited; and the Company provides consulting, implementation, training, and continuing support services to its clients, in accordance with their preferences and the vendors’ offerings. The Company’s clients include Malaysian and foreign financial institutions, regulatory authorities, Malaysian property developers, Malaysian insurance companies, a Malaysian automobile manufacturer, water utilities companies, Malaysian universities, hospitality companies, and several international companies headquartered in or outside of Malaysia. Having established a long-standing presence in Malaysia, the Company serves clients in Singapore, Hong Kong, Australia, Taiwan, and Indonesia.

The Proposals to Be Voted on by TTNP Stockholders

The Business Combination Proposal

Pursuant to the Merger Agreement, PubCo will acquire ownership of Parent and Company in related transactions, as follows: Pursuant to the Merger Agreement, Merger Sub will merge with and into TTNP, which will be the surviving corporation of the TTNP Merger and a direct wholly owned subsidiary of PubCo. Within five business days after this proxy statement/prospectus became effective, PubCo, TTNP, and the Company will, and each of the TalenTec Shareholders may elect to, enter into the Share Exchange Agreement, pursuant to which, immediately following effectiveness of the TTNP Merger, each TalenTec Shareholder entering into the Share Exchange Agreement will contribute and exchange all of his Company shares in exchange for PubCo Ordinary Shares. If all TalenTec Shareholders enter into and consummate the Share Exchange Agreement, the Company will thereupon be a direct wholly owned subsidiary of PubCo. TTNP may terminate the Merger Agreement if fewer than all TalenTec Shareholders enter into the Share Exchange Agreement within the specified period. Please see the section titled “The Business Combination Proposal.”

The Nasdaq Proposal

TTNP Stockholders will vote on a proposal to authorize, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of the PubCo Ordinary Shares in connection with the Business Combination. Please see the section titled “The Nasdaq Proposal” for additional information.

The Adjournment Proposal

TTNP Stockholders will be asked to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal. Please see the section titled “The Adjournment Proposal” for additional information.

Transaction Agreements

The Merger Agreement

On August 19, 2024, TTNP entered into the Merger Agreement with PubCo, Merger Sub and the Company.

Pursuant to the Merger Agreement, PubCo will acquire ownership of Parent and Company in related transactions, as follows:

The TTNP Merger

Further, at the TTNP Merger Effective Time:

By virtue of the TTNP Merger, and without any action on the part of any party to the Merger Agreement or the holders of securities of Merger Sub, each share of Merger Sub that is issued and outstanding immediately prior to the TTNP Merger Effective Time shall automatically be converted into an equal number of shares of the Surviving Corporation.

At the TTNP Merger Effective Time, by virtue of the TTNP Merger and conditioned on the consummation of the Business Combination, and without any action on the part of the holders of TTNP Common Stock, each share of TTNP Common Stock that is issued and outstanding immediately prior to the TTNP Merger Effective Time shall automatically be cancelled and cease to exist in exchange for the right to receive, upon delivery of the Transmittal Documents, as defined in the Merger Agreement, one PubCo Ordinary Share.

At the TTNP Merger Effective Time, by virtue of the TTNP Merger and conditioned on the consummation of the Business Combination, and without any action on the part of the holders of TTNP Series AA Preferred Stock, each share of TTNP Series AA Preferred Stock that is issued and outstanding immediately prior to the TTNP Merger Effective Time, shall automatically be cancelled and cease to exist in exchange for the right to receive, upon delivery of the Transmittal Documents, as defined in the Merger Agreement, 1.07296 PubCo Ordinary Shares.

If there are any shares of TTNP Capital Stock that are owned by TTNP as treasury shares or any shares of TTNP Capital Stock owned by any direct or indirect subsidiary of TTNP immediately prior to the TTNP Merger Effective Time, such shares of TTNP Capital Stock shall be cancelled and shall cease to exist without any conversion thereof or payment or other consideration therefor; and

At the TTNP Merger Effective Time, without any action on the part of any holder of TTNP warrants or options (as defined in the Merger Agreement), each TTNP warrant or option that is issued and outstanding immediately prior to the TTNP Merger Effective Time shall become a warrant or option, as applicable, to purchase that number of PubCo Ordinary Shares equal to the number of shares of TTNP Common Stock that would have been issuable upon the exercise of that warrant or option, as applicable, at an exercise price per share equal to the per share exercise price of such warrant or option, and otherwise upon the same terms and conditions, as set forth in the applicable underlying agreement. Other than as described in the immediately preceding sentence, each such warrant or option so assumed shall continue to have, and shall be subject to, the same terms and conditions as applied to the underlying warrant or option immediately prior to the TTNP Merger Effective Time. Notwithstanding the foregoing, a holder of those certain TTNP warrants initially exercisable October 30, 2020, expiring December 1, 2025; or those certain TTNP warrants initially exercisable January 20, 2021, those certain TTNP warrants expiring July 20, 2026; or initially exercisable February 4, 2022, expiring August 4, 2027, may, within 30 days after the consummation of the TTNP Merger, require the Surviving Corporation to purchase the unexercised portion of those warrants from the holder at the Black Scholes Value (as defined in the warrant) of that portion.

The Contribution and Exchange

Immediately following the TTNP Merger Effective Time, the Contribution and Exchange shall occur at the Exchange Effective Time as follows:

Pursuant to the terms of the Share Exchange Agreement, each TalenTec Shareholder electing to become a party thereto shall contribute to PubCo all of such TalenTec Shareholder’s Company Shares, and in exchange for the contribution of such Company Shares, PubCo shall issue 8.524 newly issued PubCo Ordinary Shares for each Company Share contributed. TTNP or the Company may terminate the Merger Agreement if fewer than all TalenTec Shareholders elect to enter into the Share Exchange Agreement. The consummation of the Business Combination is also subject to customary closing conditions, among other terms.

The Merger Agreement includes a covenant for TalenTec and TTNP to use commercially reasonable efforts to obtain Transaction Financing in the form of written commitments for a private placement of equity, debt or other alternative financing to PubCo, from Transaction Investors, to be agreed by Parent and the Company, in an amount up to $1 million.

It is anticipated that upon Closing, (i) existing TTNP Stockholders (other than TTNP’s officers and directors (the “Related Parties”)) will own approximately 31.39% of the issued and outstanding PubCo Ordinary Shares; (ii) TalenTec Shareholders will own, beneficially, approximately 68.56% of the outstanding PubCo Ordinary Shares; and (iii) TTNP’s officers and directors will own less than 1% of PubCo’s Ordinary Shares. These ownership percentages could be subject to proportional dilution for any required financing in connection with the Closing.

TTNP Common Stock is publicly traded on the Nasdaq Capital Market under the symbol “TTNP.” PubCo has applied for listing, to be effective at the time of the Business Combination, of PubCo Ordinary Shares. Upon consummation of the Business Combination, the ordinary shares will be listed on Nasdaq Capital Market under the symbol “BTTC.”

Exclusivity

Except in connection with Transaction Financing, each of the Company and TTNP has agreed not to, and to cause its Representatives not to, until the earlier of Closing or the valid termination of the Merger Agreement, (i) initiate any negotiations with any person with respect to, or provide any non-public information or data concerning the Company or TTNP or their respective subsidiaries, or afford to any person access to the business, properties, assets or personnel of the Company or TTNP or any of their respective subsidiaries if any, (ii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal or Alternative Transaction, as defined in the Merger Agreement, grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state relating to an Acquisition Proposal or Alternative Transaction, or (iii) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal or Alternative Transaction. Each of the Company and TTNP shall, and shall cause its Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction or Acquisition Proposal.

Representations, Warranties, and Covenants

The Merger Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, (a) with respect to the Company: (i) entity organization, good standing and qualification, (ii) subsidiaries and capitalization, (iii) authorization to enter into the Merger Agreement and to consummate the Transactions, (iv) financial statements, (v) material contracts, (vi) intellectual property, (vii) title to properties and assets and outstanding liens, (viii) real property, (ix) environmental matters, (x) compliance with other instruments; (xi) compliance with laws, (xii) absence of material changes, (xiii) litigation, (xiv) insurance, (xv) governmental consents, (xvi) material permits, (xvii) registration and voting rights, (xviii) brokers, finders and transaction expenses, (xix) related-party transactions, (xx) labor agreements, actions and employee compensation, (xxi) employee benefit plans, (xxii) taxes, (xxiii) books and records, (xxiv) the U.S. Foreign Corrupt Practices Act; (xxv) anti-money laundering, (xxvi) sanctions; (xxvii) export controls; (xxviii) takeover statutes and charter provisions, (xxix) proxy statement and prospectus, and (xxx) approval of the Company Board, and, (b) with respect to TTNP: (i) entity organization, good standing and qualification, (ii) capitalization, (iii) authorization to enter into the Merger Agreement and to consummate the Transactions, (iv) financial statements, (v) material contracts, (vi) intellectual property, (vii) title to properties and assets and outstanding liens, (viii) real property, (ix) environmental matters, (x) compliance with other instruments; (xi) compliance with laws, (xii) absence of material changes, (xiii) litigation, (xiv) insurance, (xv) governmental consents, (xvi) material permits, (xvii) registration and voting rights, (xviii) brokers, finders and transaction expenses, (xix) related-party transactions, (xx) labor agreements, actions and employee compensation, (xxi) employee benefit plans, (xxii) taxes, (xxiii) books and records, (xxiv) the U.S. Foreign Corrupt Practices Act; (xxv) anti-money laundering, (xxvi) sanctions; (xxvii) export controls; (xxviii) takeover statutes and charter provisions, (xxix) proxy statement and prospectus, (xxx) SEC filings, (xxxi) the Investment Company Act and the JOBS Act, (xxxii) business activities, (xxxiii) Nasdaq quotation, and (xxxiv) approval of the TTNP Board; and (c) with respect to PubCo and Merger Sub; (i) organization, good standing, corporate power and qualification, (ii) capitalization and voting rights, (iii) due authorization, (iv) compliance with other instruments, (v) absence of changes, (vi) legal actions, (vii) brokers, finders and transaction expenses, (viii) proxy statement and prospectus, (ix) investment company or emerging growth company status, (x) business activities, (xi) governmental consents, and (xii) foreign private issuer status.

The Merger Agreement also includes customary covenants of the parties with respect to the operation of their respective businesses prior to the consummation of the Business Combination and efforts to satisfy conditions to the consummation of the Business Combination. The Merger Agreement also contains additional covenants of the parties, including, among others: covenants of (a) the Company pertaining to (i) the Company’s conduct of business and (ii) trading in the securities of the Parent; (b) Parent and the Acquisition Entities pertaining to (i) PubCo’s Nasdaq listing,(ii) the Parent’s Nasdaq Listing, (iii) Parent conduct of business, (iv) post-Closing Directors and Officers of PubCo, (v) PubCo’s maintaining a directors’ and officers’ liability insurance policy, and (vi) public filings; and (c) joint covenants pertaining to (i) Transaction Financing (ii) Regulatory Approvals and other filings, (iii) preparation of the proxy statement and prospectus and the stockholder meeting of the Parent, (iv) support of the Transactions, (v) tax matters, (vi) stockholder litigation, (vii) acquisition proposals and alternative transactions, (ix) access to information and inspection and (ix) delisting and deregistration of TTNP Common Stock.

Conditions to the Closing of the Business Combination

Under the Merger Agreement, the obligations of the parties to consummate (or cause to be consummated) the Business Combination is conditioned upon, among other things, with respect to conditions to obligations of Parent, the Acquisition Entities and the Company: (a) the Parent Stockholders’ Approval (as defined in the Merger Agreement); (b) all required Regulatory Approvals shall have been obtained or have expired or been terminated, as applicable; (c) the registration statement to be filed with the SEC in connection with the Business Combination shall have become effective under the Securities Act, and no stop order suspending the effectiveness of the proxy statement/prospectus shall have been issued, and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) the PubCo Ordinary Shares to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject only to official notice of issuance thereof; and (e) no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) or Governmental Order that is then in effect and which has the effect of making the Transactions illegal or which otherwise prevents or prohibits consummation of the Transactions; with respect to conditions to obligations of Parent: (a) each of the representations and warranties of the Company contained in the Merger Agreement shall be accurate and complete as of the date thereof and as of the Closing Date, as though then made, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be accurate and complete at and as of such date, except for, in each case, inaccuracies or omissions that (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” (as defined in the Merger Agreement) or another similar materiality qualification set forth therein), individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect; (b) each of the covenants of the Company to be performed or complied with as of or prior to the Closing shall have been performed or complied with in all material respects; (c) there has not been any event that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and (d) all approvals, waivers or consents from any third parties required to be obtained by the Company have been obtained; and with respect to the conditions to obligations of the Company, (a) each of the representations and warranties of Parent and of each Acquisition Entity contained in the Merger Agreement shall be accurate and complete as of the date thereof and as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be accurate and complete at and as of such date, and except for, in each case, inaccuracies or omissions that (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or another similar materiality qualification set forth therein) individually or in the aggregate, have not had, and would not reasonably be expected to have a Material Adverse Effect; (b) each of the covenants of Parent and of each Acquisition Entity to be performed or complied with as of or prior to the Closing shall have been performed or complied with in all material respects; and (c) there has not been any event that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Survival of Representations, Warranties and Covenants

Except for certain covenants and agreements contained in the Merger Agreement or any related agreement that by their terms expressly apply in whole or in part after the Closing, and then only with respect to any breaches occurring after the Closing, and other customary provisions set forth in Article XI of the Merger Agreement, none of the representations, warranties, covenants obligations or other agreements contained in the Merger Agreement or any of the related agreements shall survive the Closing and shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing in respect thereof).

Termination

Prior to the Closing, the Merger Agreement may be terminated and the Transactions abandoned:

Expenses

On the Closing Date, PubCo shall pay or cause to be all accrued and unpaid Company Transaction Expenses and Parent Transaction Expenses.

Governing Law

The Merger Agreement, and all claims or causes of action based upon, arising out of, or related to the Merger Agreement or the Transactions, shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction, provided that the TTNP Merger shall be governed by the laws of the State of Delaware.

Registration Rights Agreement

At the Closing, PubCo, Mr. Dass and Mr. Chung will enter into the Registration Rights Agreement, pursuant to which, among other things, PubCo will agree to provide them with certain rights relating to the registration for resale of the PubCo Ordinary Shares that they will receive in the TTNP Merger or the Contribution and Exchange.

Convertible Preferred Shares Subscription Agreement – the PIPE

On June 20, 2025, the Company and a financial investor entered into a subscription agreement (the “SPA”) for the purchase of up to $4,000,000 of Series A convertible preferred shares of the Company, $0.001 par value per share with a stated value of $1,000 per share (the “Series A Preferred Shares”), which may be done in tranches at the option of the Company by way of a “drawdown”. Under the SPA, the Company may, in its sole discretion, and upon written notice to the Investor (the “Drawdown Notice”), sell to the investor such number of Series A Preferred Shares (each demand referred to as a “Drawdown”) as set forth in the Drawdown Notice, at any time from the time of the Closing until September 30, 2026 (the “Drawdown Period”). The Series A Preferred Shares are convertible into Ordinary Shares of the Company at a conversion price equal to 85% of the VWAP for the trailing five business days as of the date the Company sends a Drawdown Notice.

Executive Officers and Directors of PubCo

The executive officers and directors of PubCo upon the Closing will be:

Upon the Closing, the PubCo Board will consist of five directors, which will be Brynner Chiam, Firdauz Edmin Bin Mokhtar, Avraham Ben-Tzvi, Francisco Osvaldo Flores García and Gabriel Loh.

TTNP’s Reasons for the Business Combination

On September 1, 2023, TTNP closed on the sale of certain ProNeura assets, including its portfolio of drug addiction products (the Probuphine and Nalmefene implant programs), in addition to other early development programs based on the ProNeura drug delivery technology, to Fedson, Inc.

The TTNP Board considered a variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the TTNP Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of the TTNP Board may have given different weight to different factors. Certain information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward- Looking Statements.”

In December 2021, TTNP announced its intention to work with a financial advisor to explore strategic alternatives to enhance stockholder value, potentially including an acquisition, merger, reverse merger, other business combination, sales of assets, licensing or other transaction. In July 2022, David Lazar and Activist Investing LLC acquired an approximately 25% ownership interest in TTNP, filed a proxy statement and nominated six additional directors, each of whom was elected at a special meeting of stockholders held on August 15, 2022 (the “2022 Special Meeting”). The exploration and evaluation of possible strategic alternatives by the TTNP Board continued following the 2022 Special Meeting. As described further under “The Business Combination--Background of the Business Combination”, over the past two years TTNP extensively evaluated many potential partners for a strategic alternative transaction across a diverse range of industries. Following this extensive evaluation, the TTNP Board determined that entering into the Business Combination with the Company provided the best alternative for maximizing stockholder value reasonably available to TTNP, including other reasonably actionable strategic alternatives such as those that TTNP had evaluated consistently in recent years, including potential combinations with other companies, acquisitions of assets that would provide new growth opportunities and additional scale and exploration of potential sale opportunities.

In reaching its decision, the TTNP Board held a number of meetings, consulted with its outside legal and financial advisors, reviewed the results of the due diligence conducted by its management and advisors, and considered a number of factors, including:

The TTNP Board appointed an independent committee to evaluate the proposed acquisition of the Company due to its affiliation with the former Chief Executive Officer. The independent committee was comprised of the four independent directors of TTNP, Brynner Chiam, Firdauz Edmin Bin Mokhtar and Francisco Osvaldo Flores García (the “Special Committee”). The TTNP Board determined that the formation of the Special Committee, which would be authorized to explore hiring a strategic advisor and independent counsel and to take any and all actions with respect to the consideration, analysis and negotiation of the Business Combination, constituted best governance practice. Because, at the time, Mr. Seow, was Chairman and Chief Executive Officer of TTNP (since resigned),and was (but is no longer) a principal shareholder of the Company, the Special Committee subsequently determined to obtain an opinion from an outside party regarding the fairness to TTNP’s stockholders of the transaction consideration. The Special Committee considered and evaluated several firms to provide the opinion before ultimately recommending that the TTNP Board engage King Kee. On August 16, 2024. King Kee furnished to the TTNP Board the Fairness Opinion that the consideration to be paid pursuant to the Business Combination is fair, from a financial point of view, to the unaffiliated stockholders of TTNP. The opinion is attached to this proxy statement/prospectus as Annex C and is further described in the section “The Business Combination Proposal – Opinion of TTNP’s Advisory Firm.” TTNP paid $30,000 to King Kee upon delivery of the Fairness Opinion materials. King Kee is not providing services to TTNP other than in connection with the preparation and delivery of the Fairness Opinion. A summary of the analyses prepared by King Kee in reaching this opinion, together with all assumptions related thereto, is set forth in the section “The Business Combination Proposal – Opinion of TTNP’s Advisory Firm.” In making its determination, the TTNP Board considered the conclusion in the Fairness Opinion that the transaction consideration is fair from a financial point of view to the unaffiliated stockholders of TTNP. The TTNP Board further considered the benefits of the proposed TTNP Merger and concluded that the Business Combination would result in a combined company well-positioned to increase value for TTNP Stockholders. The TTNP Board also concluded that the terms of the Merger Agreement, taken as a whole, including the parties’ representations, warranties and covenants, and the circumstances under which the Merger Agreement may be terminated, in its belief, were reasonable and that the resulting Business Combination was fair and in the best interest of TTNP Stockholders.

The TTNP Board further considered the benefits of the proposed Merger and concluded that the Business Combination would result in a combined company well-positioned to increase value for TTNP Stockholders. The TTNP Board also concluded that the terms of the Merger Agreement, taken as a whole, including the parties’ representations, warranties and covenants, and the circumstances under which the Merger Agreement may be terminated, in its belief, were reasonable and that the resulting Business Combination was fair and in the best interest of TTNP Stockholders.

The TTNP Board considered all of these factors as a whole and, on balance, concluded that the potential benefits of the Business Combination outweighed the risks and uncertainties. Accordingly, the TTNP Board approved the Merger Agreement, the TTNP Merger and the other transactions contemplated by the Merger Agreement.

In addition to considering the factors described above, the TTNP Board also considered that:

Interests of Certain Persons in the Business Combination

TTNP’s directors and officers have interests in the Business Combination that are in addition to, and may be different from, the interests of TTNP Stockholders (see section titled “The Business Combination Proposal — Interests of TTNP’s Directors and Officers in the Business Combination”). The Special Committee of TTNP reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and approving the Merger Agreement and the transactions contemplated therein.

After considering the foregoing, the TTNP Board concluded, in its business judgment, that the potential benefits to TTNP and its stockholders relating to the Business Combination outweighed the potentially negative factors and risks relating to the Business Combination.

Organizational Structure

The following diagram illustrates the transaction structure of the Business Combination and the organizational structure of the parties thereto.

(1) The exchange of shares between TalenTec Shareholders and PubCo, where each TalenTec Shareholder entering into the Share Exchange Agreement will contribute and exchange all of his TalenTec shares in exchange for PubCo Ordinary Shares.

(2a) Merger Sub will merge with and into TTNP, the surviving corporation of the TTNP Merger, which will become a direct wholly owned subsidiary of PubCo.

(2b) TTNP Stockholders will be issued PubCo Ordinary Shares on a 1:1 basis for each share of TTNP Common Stock. The holder of TTNP Series AA Preferred Stock will be issued 1.07296:1 PubCo Ordinary Shares in exchange for each share of TTNP Series AA Preferred Stock. The holder of TTNP Series B Preferred Stock will be issued 1:1 PubCo Ordinary Shares in exchange for each share of TTNP Series B Preferred Stock after the conversion of TTNP Series B Preferred Stock at the initial conversion rate, or 333,333 shares of TTNP Common Stock.

It is anticipated that, upon the completion of the Business Combination:

Pro Forma Voting Power and Implied Ownership Levels

The following table sets forth varying pro forma voting power and implied ownership levels in PubCo immediately following the completion of the Business Combination. The ownership percentages reflected in the table are based upon the number of Company Shares and shares of TTNP Common Stock, the TTNP Series AA Preferred Stock and TTNP Series B Preferred Stock issued and outstanding as of the Record Date, and are subject to the following additional assumptions: 

* Less than 1%.

For purposes of the table above:

(1) Assumes options and warrants are exercised post-Business Combination.

(2) Includes 6,250 shares of TTNP Common Stock subject to options exercisable within 60 days of the Record Date held by Mr. Ben-Tzvi. Mr. Ben-Tzvi is a member of the TTNP Board.

(3) Includes conversion of shares of TTNP Series AA Preferred Stock held by Sire into 150,087 shares of TTNP Common Stock and the conversion of shares of TTNP Series B Preferred Stock held by Blue Harbour into 265,913 of the up to 333,333 shares of TTNP Common Stock, based on the initial conversion rate, and not including the 176,471 upon conversion of the TTNP Series C Preferred Stock.

(4) Assumes conversion of up to 4,000 Series A Preferred Shares at a conversion price of $3.57 (based on 85% of the closing price of TTNP as of June 30, 2025 in connection with the PIPE

If any of these assumptions are not correct, these percentages will be different. Please see “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Record Date; Outstanding Shares of TTNP Capital Stock Entitled to Vote

TTNP has fixed the close of business on July 18, 2025, as the Record Date for determining the TTNP Stockholders entitled to notice of and to attend and vote at the Special Meeting.

As of the close of business on the Record Date there were 1,330,234 shares of TTNP Common Stock outstanding and entitled to vote. Each share of TTNP Common Stock is entitled to one vote per share at the Special Meeting.

Quorum and Required Vote for TTNP Stockholder Proposals

A quorum of TTNP Stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if 34% of the shares of TTNP Common Stock issued and outstanding and entitled to vote at the Special Meeting is present or represented by proxy at the Special Meeting. Abstentions will count as present for the purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum.

The approval of the Business Combination Proposal requires the affirmative vote of a majority of the issued and outstanding shares of TTNP Common Stock as of the Record Date. Accordingly, a TTNP Stockholder’s failure to vote by proxy or to vote at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Business Combination Proposal. TTNP’s directors and officers have stated their intention to vote their shares in favor of the Business Combination Proposal and all other Proposals presented in this proxy statement/prospectus. TTNP’s directors and officers hold less than one percent of TTNP’s outstanding Common Stock. As a result, 661,804, or 49.89% of TTNP’s Public Stockholders will be required to vote in favor of the Business Combination Proposal in order for it to be approved.

The approval of the Nasdaq Proposal requires the affirmative vote of the holders of a majority of the shares of TTNP Common Stock cast by the stockholders present or represented by proxy and entitled to vote thereon at the Special Meeting. A TTNP Stockholder’s failure to vote by proxy or to vote at the Special Meeting or an abstention will have no effect on the outcome of the vote on the Nasdaq Proposal.

The approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of TTNP Common Stock cast by the stockholders present or represented by proxy and entitled to vote thereon at the Special Meeting. A TTNP Stockholder’s failure to vote by proxy or to vote at the Special Meeting or an abstention will have no effect on the outcome of the vote on the Adjournment Proposal.

It is important for you to note that in the event that the Business Combination Proposal does not receive the requisite vote for approval, the Business Combination will not be consummated. If the Business Combination is not consummated, TTNP will need to find an alternate business or risk being delisted if it is unable to continue to meet the continuing listing requirements on Nasdaq.

Proxy Solicitation

Proxies may be solicited by telephone, by facsimile, by mail, on the internet or in person. If a stockholder grants a proxy, it may still vote its shares if it revokes its proxy before the Special Meeting. A stockholder may also change its vote by submitting a later-dated proxy, as described in the section titled “Special Meeting of TTNP Stockholders — Revoking Your Proxy.”

Interests of TTNP’s Directors and Officers in the Business Combination

The existence of the interests described above may result in a conflict of interest on the part of TTNP’s officers and directors in entering into the Merger Agreement and making their recommendation that you vote in favor of the approval of the Business Combination.

Recommendation to Stockholders

The TTNP Board believes that the Proposals to be presented at the Special Meeting are in the best interests of TTNP and its stockholders and recommends that TTNP Stockholders vote “FOR” each of the Proposals.

For more information about the TTNP Board’s recommendation and the Proposals, see the sections titled “Special Meeting of TTNP Stockholders — Recommendation of the TTNP Board” and “The Business Combination Proposal — TTNP Board’s Reasons for Approval of the Business Combination.”

Anticipated Accounting Treatment

The Business Combination will be accounted for as a “reverse recapitalization” in accordance with the U.S. GAAP. See the subsection titled “The Business Combination Proposal— Anticipated Accounting Treatment of the Business Combination.”

Regulatory Approvals

The Business Combination is not subject to any regulatory requirement or approval, except for (i) filings with the State of Delaware and the Registrar of Companies of the Cayman Islands, and (ii) filings required with the SEC pursuant to the reporting requirements applicable to TTNP, and the requirements of the Securities Act and the Exchange Act to disseminate this proxy statement/prospectus to TTNP Stockholders.

Recent Developments

On April 2, 2024, the TTNP Board (i) accepted the resignations of Eric Greenberg, Matthew C. McMurdo and David Natan as directors of TTNP and (ii) appointed Firdauz Edmin Bin Mokhtar and Francisco Osvaldo Flores García as independent directors of TTNP to fill two of the vacancies created by the resignations. The resignations of Messrs. Greenberg, McMurdo and Natan were effective immediately and were not the result of any disagreements with TTNP relating to TTNP’s operations, policies or practices. Messrs. Greenberg and McMurdo served as members of TTNP’s Audit Committee, Compensation Committee and Nominating Committee, and Mr. Natan served on the Audit Committee and Compensation Committee. The TTNP Board determined that Mr. Mokhtar is an “audit committee financial expert” and that both Mr. Mokhtar and Mr. Flores are “independent” as defined under the relevant rules of the SEC and Nasdaq. After giving effect to these changes in membership, as of April 2, 2024, four of the TTNP Board’s seven directors had been nominated by Sire, of which Seow Gim Shen was the sole shareholder. As reported on the Sire Schedule 13D, dated October 4, 2023, pursuant to a Securities Purchase Agreement dated September 13, 2023, Sire purchased 950,000 shares of TTNP Series AA Preferred Stock, currently convertible into 150,087 shares of Common Stock, or approximately 16.7% of the number of shares outstanding as of September 13, 2023.

On August 19, 2024, we entered into a Merger and Contribution and Share Exchange Agreement (the “Merger Agreement”) regarding a business combination with TalenTec Sdn. Bhd., f/k/a, KE Sdn. Bhd. (“TalenTec”). The Merger Agreement was approved by our Board of Directors. If the Merger Agreement is approved by the TTNP Stockholders, and the TalenTec Shareholders enter into the Share Exchange Agreement (and the other closing conditions are satisfied or waived in accordance with the Merger Agreement), then, upon consummation of the transactions contemplated by the Merger Agreement, TTNP will be combined with TalenTec in a “reverse merger” transaction consisting of two steps:

Completion of the Merger is subject to the approval of the Merger by TTNP Stockholders and the issuance of shares related to the TTNP Merger, approval of the listing by Nasdaq of Black Titan on the Nasdaq Capital Market, post-Merger, and satisfaction or waiver of other customary conditions set forth in the Merger Agreement. Accordingly, there can be no assurance that the proposed TTNP Merger will be consummated.

On October 24, 2024, Mr. Seow notified the TTNP Board of Directors of his decision to resign as Chief Executive Officer and Chairman of the Board, for personal reasons and not as a result of any disagreement with our Board or management on any matter relating to our operations, policies or practices. We anticipate that the resignation of Mr. Seow will not impact consummation of the Business Combination.

On December 2, 2024, the TTNP Board appointed Mr. Chay Weei Jye as Chief Executive Officer, effective December 2, 2024.

On March 26, 2025, TTNP received a notice (the “Notice”) from the Listing Qualifications staff of Nasdaq notifying TTNP that its stockholders’ equity as reported in its Annual Report on Form 10-K for the period ended December 31, 2024 (“2024 10-K”) did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1) for the Nasdaq Capital Market, which requires that a listed company’s stockholders’ equity be at least $2,500,000. In its 2024 10-K, TTNP reported stockholders’ equity of $2,440,000, and, as a result, did not satisfy Nasdaq Listing Rule 5550(b)(1). TTNP subsequently submitted a plan to regain compliance to Nasdaq.

In part to address the aforementioned stockholders’ equity deficiency, on March 29, 2025, TTNP entered into a Securities Purchase Agreement (the “BH Purchase Agreement”) with Blue Harbour Asset Management L.L.C-FZ (“Blue Harbour”), pursuant to which TTNP agreed to issue 100,000 shares of TTNP Series B Preferred Stock, at a price of $10.00 per share, for an aggregate purchase price of $1,000,000 (the “Series B Private Placement”). The terms, rights, obligations and preferences of the TTNP Series B Preferred Stock are set forth in a Certificate of Designations, Preferences and Rights of Series B Preferred Stock (the “Series B Certificate of Designations”), filed with the Secretary of State of the State of Delaware on March 31, 2025. The closing of the Series B Private Placement occurred on April 11, 2025.

Each share of TTNP Series B Preferred Stock will be convertible, at the holder’s option at any time, into shares of TTNP Common Stock at a conversion rate equal to the quotient of (i) the stated value of such share divided by (ii) the initial conversion price of $3.00, subject to specified adjustments as set forth in the Series B Certificate of Designations. Based on this “initial conversion rate”, approximately 333,333 shares of the TTNP Common Stock would be issuable upon conversion of all the shares of TTNP Series B Preferred Stock.

On June 24, 2025, TTNP entered into a Securities Purchase Agreement with Blue Harbour, pursuant to which TTNP agreed to issue 60,000 shares of Series C Convertible Preferred Stock, par value $0.001 per share (the “TTNP Series C Preferred Stock”) at a price of $10.00 per share, for an aggregate purchase price of $600,000. The terms, rights, obligations and preferences of the TTNP Series C Preferred Stock are set forth in a Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock of the Company (the “Series C Certificate of Designations”), filed with the Secretary of State of the State of Delaware on June 24, 2025.

Each share of TTNP Series C Preferred Stock will be convertible, at the holder’s option at any time, into shares of TTNP common stock at a conversion rate equal to the quotient of (i) the stated value of such share divided by (ii) the initial conversion price of $3.40, subject to specified adjustments as set forth in the Certificate of Designations. Based on the initial conversion rate, approximately 176,471 shares of TTNP common stock would be issuable upon conversion of all the shares of TTNP Series C Preferred Stock, when issued, assuming the absence of in-kind dividends. The TTNP Series C Preferred Stock will contain limitations that prevent Blue Harbour from acquiring the lower of either (i) the maximum percentage of common stock permissible under the rules and regulations of Nasdaq without first obtaining shareholder approval or (ii) 19.99% of TTNP’s outstanding common stock.

SUMMARY RISK FACTORS

The consummation of the Business Combination and the business and financial condition of PubCo subsequent to Closing are subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors” of this proxy statement/prospectus. The occurrence of one or more of the events or circumstances described below, alone or in combination with other events or circumstances, may adversely affect TTNP’s ability to effect a business combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of TTNP and the Company prior to the Business Combination and that of PubCo subsequent to the Business Combination. Such risks include, but are not limited to:

Risks Related to the Company’s Business and Industry

Risks Related to the Company’s Data Privacy, Cybersecurity and Intellectual Property

Risks Related to the Company’s International Operations, Legal and Regulatory Matters

Risks Related to TTNP and the Business Combination

Risks Related to PubCo Operating as a Public Company

Risks Related to the Ownership of PubCo Securities After the Business Combination

For additional detail on these and other risks, see “Risk Factors” starting on page 41 of this proxy statement/prospectus.

SELECTED HISTORICAL FINANCIAL INFORMATION AND OPERATING DATA OF TALENTEC

The following tables set forth selected historical financial information of TalenTec included elsewhere in this proxy statement/prospectus.

The balance sheet data as of January, 31 2025, and statement of operations data for the six months ended January 31, 2025 are derived from TalenTec’s unaudited financial statements included elsewhere in this proxy statement/prospectus.

The balance sheet data as of July 31, 2023 and 2024, and statement of operations data for the years ended July 31, 2023 and 2024 are derived from TalenTec’s audited financial statements included elsewhere in this proxy statement/prospectus.

The financial data set forth below should be read in conjunction with, and is qualified by reference to, The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and notes thereto, which are prepared and presented in accordance with U.S. GAAP and included elsewhere in this proxy statement/prospectus. TalenTec’s historical results are not necessarily indicative of future results.

SELECTED HISTORICAL FINANCIAL INFORMATION OF TTNP

The following tables present the selected financial data of TTNP. The balance sheet data as of March, 31 2025 and 2024, and statement of operations data for the three months ended March 31, 2025 and 2024 are derived from TTNP’s unaudited financial statements included elsewhere in this proxy statement/prospectus. The selected historical financial information of TTNP as of December 31, 2024 and 2023 was derived from the audited historical financial statements of TTNP included elsewhere in this proxy statement/prospectus.

The financial data set forth below should be read in conjunction with, and is qualified by reference to, “TTNP’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and notes thereto included elsewhere in this proxy statement/prospectus.

COMPARATIVE PER SHARE INFORMATION

The following table sets forth the per share data of each of TTNP and TalenTec on a stand-alone basis and the unaudited pro forma condensed combined per share data for the nine months ended September 30, 2024 and year ended July 31, 2024 and the per share data of each TTNP, Black Titan and TalenTec for the six months ended December 31, 2024 and six months ended January 31, 2025, after giving effect to the Business Combination. The pro forma earnings information the nine months ended September 30, 2024 and year ended July 31, 2024, were computed as if the Business Combination had been completed on October 1, 2023 and carried forward through the interim period.

You should read the information in the following table in conjunction with the selected historical financial information summary included elsewhere in this proxy statement/prospectus, and the historical financial statements of TTNP and the Company and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited TTNP and Company pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this proxy statement/prospectus, including the financial statements and notes to the financial statements included herein, in evaluating the Business Combination and the Proposals to be voted on at the Special Meeting. The following discussion includes risk factors that apply to the business and operations of the Company and its subsidiaries and will also apply to the business and operations of PubCo following the Closing. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of PubCo following the Closing. You should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section titled “Cautionary Note Regarding Forward-Looking Statements.” The Company and PubCo may face additional risks and uncertainties that are not presently known, or that the Company and PubCo currently deem immaterial, which may also impair the Company’s business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

Risks Related to the Company’s Business and Industry

Financial projections with respect to the Company may not prove to be reflective of actual financial results.

In connection with the Business Combination, the TTNP Board considered, among other things, internal financial forecasts prepared by, or at the direction of, the management of the Company, the key elements of which are set forth in the section titled “The Business Combination Proposal — TTNP Board’s Reasons for the Approval of the Business Combination.” The Company does not, as a matter of general practice, publicly disclose long-term forecasts or internal projections of its future performance, revenue, financial condition or other results. These projections and forecasts are inherently based on various estimates and assumptions that are subject to the judgment of those preparing them and are highly speculative in nature. These projections and forecasts are also subject to significant economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of the Company. There can be no assurance that PubCo’s financial condition, including its cash flows or results of operations, will be consistent with those set forth in such projections and forecasts, which could have an adverse impact on the market price of the PubCo Ordinary Shares or the business, financial condition and results of operations of PubCo following the Closing.