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.

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.

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 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.

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.

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.

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.”

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.

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:

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.

“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 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 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.

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

“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.

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

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

“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 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.

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

“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 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 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 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 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.

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:

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:

(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.

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.”

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.”

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.

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.”

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 (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.

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.”

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.

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.

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:

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.

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.”

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.

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.

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.

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).

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

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

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.

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.

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.

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.

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:

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.

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.

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:

(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.

(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.

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.

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.

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.”

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.”

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.”

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.

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 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.

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 Data Privacy, Cybersecurity and Intellectual Property

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

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.

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.

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.

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.

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.

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.

The Company Group depends on licenses, reseller contracts and distribution agreements with third-party software vendors to provide its services. Changes in their terms or a vendor’s ending its relationship with the Company Group could have a material adverse effect on its financial performance and prospects.

The Company Group does not develop its own software, but enters into licenses, reseller contracts or distribution agreements with third-party vendors, which are local or regional subsidiaries or affiliates of Oracle Corporation, Microimage (Private) Limited, Dayforce, Inc., and Humanica Public Company Limited, to resell to customers the software and regarding which the Company Group provides consulting, implementation, training, and maintenance services to its customers. If the Company Group is unable to maintain these licenses, reseller contracts or distribution agreements, or if the Company Group is required to make significant changes in the terms and conditions of these licenses, reseller contracts or distribution agreements, the Company Group may need to seek replacement vendors to address any revisions to any these licenses, reseller contracts or distribution agreements with its current vendors, which could increase its expenses and impair the quality of its services. In addition, the Company Group cannot provide any assurance that its vendors will continue to support their technologies. If any software that the company distributes or services ceases to be available or supported by its vendor, the Company Group may be unable to find suitable alternatives on reasonable terms, or at all. In particular, maintenance, implementation, and licensing of Oracle Corporation’s PeopleSoft HCM and PeopleSoft Financials products accounted for 72.3% and 78.9% of the Company’s Group’s revenues in fiscal years 2023 and 2024, respectively. TalenTec has been a licensee of Oracle Corporation since 1993 and has qualified to renew its rights to distribute the PeopleSoft products, annually; but a loss of Oracle Corporation as a vendor would impair the Company Group’s ability to provide or require the Company to cease a substantial portion of its services.

The Company Group depends on its team of in-house consultants and staff for the provision of HCM solutions.

The Company Group’s in-house consultants and staff are its main assets in its HCM solutions business. The provision of HCM solutions, including consulting and implementation of the respective solutions as well as technical support and maintenance services, requires the expertise of its consultants and staff who are equipped with extensive human resources knowledge, as well as experience in HCM software. As of December 31, 2024, the Company Group has a total of 38 in-house consultants and staff (including 20 certified by Oracle Corp, nine certified by Dayforce, Inc., three certified by Microimage (Private) Ltd and 12 certified by Humanica Public Company Ltd, and the Company Group’s in-house consultants and staff consist of 37 permanent employees while the remaining one is a contract or temporary employee. The Company Group’s consultants are trained and qualified to provide services with multiple products.

The Company Group’s ability to attract and retain competent and skilled consultants and staff is crucial for its continued success, future business growth and expansion. Any loss by the Company Group of its consultants and staff, if it is unable to find suitable replacements in a timely manner, may cause disruptions to its project deliverables. Consequently, if the Company Group is unable to adhere to its project delivery schedules, its billing schedule will be delayed, as invoices are issued according to project delivery milestones.

While TTNP and the Company work to complete the Business Combination, the Company’s management’s focus and resources may be diverted from operational matters and other strategic opportunities.

Successful completion of the Business Combination may place a significant burden on management and other internal resources of the Company. The diversion of management’s attention and any difficulties encountered in the transition process could harm the Company’s business, financial condition, results of operations and prospects and PubCo’s following the Business Combination. In addition, uncertainty about the effect of the Business Combination on the Company’s employees, consultants, customers, suppliers, partners, and other third parties, including regulators, may have an adverse effect on PubCo following the Business Combination. These uncertainties may impair PubCo’s ability to attract, retain and motivate key personnel for a period of time after the completion of the Business Combination.

The Company Group faces competition from other HCM solutions providers and vendors. If the Company Group is unable to compete effectively, the Company Group’s business, operating results or financial condition could be adversely affected.

The market for HCM solutions is highly competitive, rapidly evolving and fragmented. HCM solutions end-users may engage HCM solution providers other than the Company Group, including the Company Group’s vendors, directly, for their projects, and, hence, the Company Group faces competition from these solution providers and software vendors. As at the LPD, there are about six solution providers and vendors in Malaysia with operations similar to TalenTec’s, i.e., that are system integrators offering multiple products addressing the same markets as TalenTec; about four such solution providers and vendors in Singapore; about such five solution providers and vendors in Philippines; and about five such solution providers and vendors in Indonesia, all of whom are also selling HCM solutions from Oracle Corp, Dayforce, Inc., Humanica Public Company Limited, or Microimage (Private) Ltd.

The Company Group competes with such solution providers, as well as with the Company’s vendors when customers engage vendors directly, as these vendors directly license products that TalenTec distributes, as well as other brands of their HCM software, and they also provide implementation and consulting services to customers. The Company Group competes with these solution providers and vendors, as well as vendors and distributors of other HCM products, in terms of expertise and resources available, software used, service quality, delivery time and pricing strategies.

The Company Group expects competition to continue to intensify as new technologies and new market entrants emerge and increasingly aggressive pricing strategies persist. Certain competitors have access to larger clients and license, reseller, or distribution agreements with vendors other than the Company Group’s and a more established presence in the markets than the Company Group does. Certain of the Company Group’s competitors have in the past or may in the future:

In addition, some of the Company Group’s principal competitors offer their products or services at a lower price, which has resulted in pricing pressures. Similarly, some competitors offer different billing terms, which has resulted in pressures on the Company Group’s billing terms. If the Company Group is unable to maintain its pricing levels and its billing terms, the Company Group’s operating results would be negatively impacted. In addition, pricing pressures and increased competition generally could hinder the Company Group’s ability to attract and retain clients and could result in reduced sales, reduced margins, losses or the failure of the Company Group’s solution to maintain widespread market acceptance, any of which could adversely affect its business, operating results or financial condition.

Some of the Company Group’s competitors have far greater resources for marketing, selling, and implementing HCM products than the Company. The competition arising from other solution providers and vendors may result in increased difficulty for the Company Group in winning competitive tenders for future projects, which will have a negative impact on its revenue and subsequently its overall financial performance.

TalenTec had projected working capital deficits for fiscal years 2024 through 2026.

As of July 31, 2024, TalenTec had working capital of $696,397, in part, as a result of an $800,000 equity investment, but TalenTec’s financial projections prepared prior to the investment and provided to the TTNP Board, the TTNP Special Committee, and King Kee, which delivered the Fairness Opinion to the TTNP Board and Special Committee, included working capital deficits of $387,00, $646,000 and $976,000, in fiscal years 2024, 2025, and 2026, respectively. If working capital deficits develop after fiscal 2024, and TalenTec cannot find financing of them, of which there can be no assurance, the Company may be unable to pay its obligations as they become due, and may fail, resulting in a potential loss of your entire investment.

The Company Group’s business depends substantially on its customers’ continued use of its solutions, their purchases of additional solutions from the Company Group and the Company Group’s ability to add new customers. Any decline in the Company Group’s customers’ continued use of its solutions or purchases of additional solutions could adversely affect its business, operations or financial condition.

In order for the Company Group to maintain or improve its operating results, it is important that the Company Group’s current customers continue to use its solutions and purchase additional solutions from it, and that the Company Group adds additional customers. The Company Group’s customers have no obligation to continue to use its solutions, and may choose not to continue to use its solutions at the same or higher level of service, if at all. There have been instances where clients have opted not to renew their contracts with TalenTec due to internal cost reduction initiatives within their organizations. Additionally, some clients have chosen not to pursue annual software upgrades, as they are satisfied with the functionality of their current version, which consequently leads to the non-renewal of their contracts with the Company.

The Company Group’s customers retention rates may fluctuate as a result of a number of factors, including the level of customers satisfaction with its solutions, pricing, the prices of competing products or services, mergers and acquisitions affecting its customers base, reduced hiring by its customers or reductions in its customers’ spending levels. If the Company Group’s customers do not continue to use its solutions, renew on less favorable terms, fail to purchase additional solutions, or if the Company Group fails to add new customers, its revenue may decline, and the Company Group’s business, operations or financial condition could be adversely affected.

The Company Group’s business, operating results or financial condition could be adversely affected if its clients are not satisfied with its deployment or technical support services, or if its solution fails to perform properly.

The Company Group’s business depends on its ability to satisfy its clients, both with respect to its solutions and the technical support provided to help its clients use the solutions that address the needs of their businesses. The Company Group uses its in-house deployment personnel to implement and configure its solution and provide support to its clients. If a client is not satisfied with the quality of the Company Group’s solution, the solutions delivered or the support provided, the Company Group could incur additional costs to address the situation, the Company Group’s profitability might be negatively affected, and the client’s dissatisfaction with its deployment or support service could harm its ability to sell additional solutions to that client. In addition, the Company Group’s sales process is highly dependent on the reputation of its solutions and technical support and on positive recommendations from its existing clients. Any failure to maintain high-quality technical support, or a market perception that the Company Group do not maintain high-quality technical support, could adversely affect client retention, its reputation, its ability to sell its solutions to existing and prospective clients, and, as a result, adversely affect its business, operating results or financial condition.

The Company Group depends on a few customers for a significant part of its revenue.

For fiscal year 2024, three customers accounted for approximately 34% of the Company’s Group’s total revenue. One of the three customers, a leading technology corporation, has renewed its two-year contract for PeopleSoft support, maintenance, and enhancement services, effective January 5, 2024. Fees for the two years will total approximately $500,000.

The agreement with the second customer, a regulatory authority in Malaysia and a customer since 1999, is for services in respect of the PeopleSoft Software and Integrated Resource Information System (IRIS), which is the customized version of PeopleSoft used by this customer. The services consist of application maintenance support, corrective maintenance to address defects in daily system operations, change requests for new functionalities or enhancements, and preventive maintenance to ensure optimal system performance. The term of each agreement is two years, the current term continuing until December 31, 2026. The customer also has the right to terminate the agreement at any time without any reason on at least three months’ notice. Fees for the two years will total approximately $500,000, and the customer has a one-year renewal option with fees of approximately $275,000.

The agreement with the third customer, a well-established local life insurance company, a customer since 2004, is for services in respect of software support services and maintenance. The services consist of software license support and maintenance. The agreement has a one-year term that commenced in May 2024, with fees of approximately $101,000.

The Company Group has taken steps to mitigate the risk of dependency on the abovementioned customers by expanding its clientele and widening the range of its products and services, such as the addition of Sunfish Workplaze HR and Dayforce. However, there can be no assurance that the Company Group will be successful in diversifying its customer base. Any loss of all or a substantial amount of the business with more of the abovementioned customers will have a significant adverse impact on the Company Group’s revenue and profitability.

Because of the high cost of HCM solutions, the Company Group’s target market is limited to large organizations with substantial human resources budgets.

HCM solutions generally are suitable for large organizations (at least approximately 300 employees) for automation of HR processes and management of large volumes of data generated for such a workforce. HCM solutions also allow organizations to enhance its talent management strategies by incorporating modern key performance indicators such as employees’ health, fitness, happiness and levels of engagement, enabling organizations to TalenTec abreast with evolving needs of its workforce and to position themselves as a desired workplace to attract the best talent in the market.

The adoption of HCM solutions requires high cost of investment which comprises cost to purchase user licenses and cost to engage consulting, implementation, and support and maintenance services for the solution. The cost of a HCM solution is based on various factors, including types of software, modules to be implemented, duration of project, number of consultants required and complexity of the solutions based on organizations’ HR policies and workflow processes requirements.

The market for the Company Group’s solution among large companies may be limited if these companies demand customized features and functions that the Company Group does not offer.

Prospective customers, especially larger companies, may require customized features and functions unique to their business processes that the Company Group does not offer. In order to ensure the Company Group meets these requirements, the Company Group may devote a significant amount of support and services resources to larger prospective customers, increasing the cost and time required to complete sales with no guarantee that these customers will continue to use its solution. The Company Group may not be successful in implementing any customized features or functions. If prospective customers require customized features or functions that the Company Group does not offer, or that would be difficult for them to deploy themselves, then the market for the Company Group’s solution will be more limited and its business could be adversely affected.

Most of the Company Group clients are concentrated in a relatively small number of industries, making it vulnerable to downturns in those industries.

Most of the Company Group’s customers operate in the technology, property management, property development, management consulting services infrastructure, banking and financial services, retail, manufacturing, public sector, education institution and hospitality services industries. As a result, if any of those industries suffers a downturn, the portion of the Company Group’s business attributable to customers in those industries could be adversely affected.

The project-based and contract-based nature of the Company Group’s business and the timing of delivery may lead to fluctuations in the Company Group’s revenue, profit and operating cash flow.

The Company Group’s revenue is mainly derived from the provision of HCM solutions, followed by the provision of IT staff augmentation, outsourcing and consulting services. Revenue from HCM solution projects and IT staff augmentation, outsourcing and consulting services collectively contributed approximately 80% to the Company Group’s total revenue in fiscal year 2024, and 78% to the Company Group’s total revenue in fiscal year 2023.

The provision of its HCM solutions, particularly the consulting and implementation of solutions, are carried out on a project basis. The Company Group’s revenue from delivery of services is recognized upon issuance of invoices based on project delivery milestones over the tenure of the projects. As such, the timing of project delivery will affect its billing schedule which will in turn affect its revenue recognition, and may cause its profit and operating cash flow to fluctuate.

Further, the Company Group provides IT staff augmentation, outsourcing and consulting services to its customers on a contractual basis, generally ranging between a period of few months to several years. Any renewal of its IT staff augmentation, outsourcing and consulting contracts is subject to its customers’ internal IT projects and/ or operational needs. Hence, the non-recurrent nature of new contracts secured as well as the renewal of existing contracts may cause the revenue, profit and operating cash flow of the Company Group’s IT staff augmentation and consulting business to fluctuate.

The Company Group generally grants its customers credit periods between 30 days to 60 days upon issuance of invoices. In the event that payment is not received within the credit period or there is a default in payment by the Company Group’s clients, its operating cash flows or financial results of operations may be adversely affected.

While the Company Group have not impaired for any credit loss in fiscal years 2024 or 2023 and up to the LPD, there can be no assurance that the Company Group’s customers will be able to fulfil their payment obligations and that the Company Group will not encounter any collection problems in the future. Any default or delay in the collection of payment may lead to impairment losses on trade receivables or bad debts which may have material adverse impact on its financial performance.

As at the LPD, the Company has approximately $184,753 in outstanding borrowings under term loan and overdraft and trade credit facilities, all of which are interest bearing and payable on demand. As such, any additional borrowings and/or increase in interest rates may result in an increase in interest expense and affect the profitability of the Company. There can be no assurance that the interest rates will be maintained in the future and/or that any increase in its borrowings will not have a material effect on the performance of the Company.

The Company’s credit facilities may also be subject to periodic review by the lending bank and contain certain covenants which may limit its operating and financial flexibility, including distributions of dividends, which may be made only with the lender’s consent, not to be unreasonably withheld. Any act or omission by the Company that breaches such covenants, adverse changes in the Company’s business or financial condition, or other events of default may give rise to rights by the bank to terminate the relevant credit facilities and/or enforce any security granted in relation to those credit facilities. A number of these provisions apply also to the Company’s guarantors, who are TalenTec shareholders. Such provisions are commonly contained in facility agreements in Malaysia. There can be no assurance that the Company’s performance will not be adversely affected should an event of default occur under any of the facilities.

There currently is no event of default under any of the credit facilities, and the Company will at all times take all reasonable effort to prevent an event of default.

The Company Group is exposed to foreign exchange transaction risks which may impact the profitability of the Company Group.

The Company Group has clients in Malaysia, Singapore, Indonesia, Hong Kong, Taiwan, and Australia. The breakdown of the Company Group’s revenue by currencies for fiscal years 2023 and 2024, are as follows:

For the years ended July 31, 2023 and 2024, the Company Group’s purchases, comprising HCM software licenses from software vendors, are mainly denominated in MYR. Nevertheless, the Company Group’s purchases may vary from year to year, which will be subject to the countries where the Company Group secure its sales. The breakdown of the Company Group’s purchases by currencies in the financial years under review are as follows:

The Company Group does not hedge its exposure to fluctuations in foreign currency exchange rates. As such, the Company Group is subject to foreign exchange fluctuation risk for its revenue and purchases denominated in foreign currencies which the Company Group transacts.

A depreciation of the MYR or SGD against the currencies in which the Company Group transacts business will lead to higher revenue in MYR or SGD after conversion, whereas it will also lead to higher cost of purchases in MYR after conversion. Conversely, appreciation of the MYR or SGD against the currencies in which the Company Group transacts business will lead to lower revenue and lower cost of purchases in MYR and SGD after conversion. Overall, the Company Group’s foreign currency translation adjustment for the years ended July 31, 2023 and 2024 are as follows:

The Company Group’s HCM solution project deliverables are exposed to unexpected delays or interruptions caused by operational factors, accidents and natural disasters beyond its control.

The Company Group’s HCM projects are subject to unexpected delays or interruptions caused by factors beyond its control. For example, its customers may delay the completion of projects due to unforeseen circumstances, such as unavailability of a customer’s person-in-charge at a customer site to enable project implementation or failures or unscheduled system maintenance of a customer’s IT system.

Delays caused by the Company Group’s customers may adversely affect the project schedule and, consequently, timing of the Company Group’s revenue recognition and collection of payment, thus impairing financial performance. Hence, the Company Group depends on the availability and cooperation of its customers to minimize delays in project implementation.

Other unexpected events, such as accidents or natural disasters, may impede project implementation by temporarily preventing Company Group employees from reaching customer sites or accessing its systems. As the Company Group depends on its personnel, who cannot be replaced with machines, to deliver services and project deliverables, any significant interruptions of its employees’ abilities to deliver services may adversely affect the project schedule and likewise its timing for revenue recognition and collection of payment from its customers.

Company Group customers may claim liquidated damages for its delays in providing or failure to provide services in accordance with customer agreements. Significant claims for liquidated damages could impair the Company Group’s financial performance.

Further, for current on-going projects as at the LPD, Company Group customers are allowed to claim liquidated damages of up to 15% of the total project cost for project delays or failures caused by the Company Group. In the event of significant liquidated damages claims, project cost to the Company Group will increase and may adversely affect its financial performance. Since the commencement of the Company Group’s business, it has not received any claims for liquidated damages arising from delays in meeting project milestones.

In addition, the Company Group’s current customers for on-going technical support and maintenance services are allowed to claim liquidated damages of up to 5% of fees, for Company Group delays in providing or failures to provide such services. Significant claims for liquidated damages will increase the Company Group’s operating costs, which may adversely affect its financial performance. Since the commencement of the Company Group’s business, it has not received any claims for liquidated damages arising from issues related to technical support and maintenance services.

The Company Group’s success depends on growth in market acceptance of the digitalization of human resources processes and related services that it provides.

The Company Group’s success depends on the willingness of employers to digitalize their human resources processes through the implementation of the Company Group’s HCM solutions. Many companies have invested substantial personnel, infrastructure and financial resources in their own internal HR organizations and therefore may be reluctant to switch to the Company Group’s solution. Companies may not engage the Company Group for other reasons, including a belief that they manage their HR activities more effectively using their internal administrative organizations, perceptions about the expenses associated with the Company Group’s services, perceptions about whether the Company Group’s services comply with laws and regulations applicable to them or their businesses, or other considerations that may not always be evident. Additional concerns or considerations may also emerge in the future. The Company Group must address its potential customers’ concerns and explain the benefits of its approach to management of their HR activities, particularly in parts of Southeast Asia where the Company Group and its solution are less well-known. If the Company Group is not successful in addressing potential customers’ concerns and persuading them that its solution can more satisfactorily fulfill their HR needs and streamline their human resources processes, then the market for its solution may not develop as the Company Group anticipates, and its business may not grow.

If the Company Group is unable to rapidly grow its sales force, it will not be able to grow its business at the rate that it anticipates, which could harm its business, operations and financial condition.

In order to raise awareness of the benefits of the Company Group’s services and identify and acquire new customers, the Company Group must rapidly grow its direct sales force, which consists of regional sales representatives who focus on serving customers in specific industry vertical markets. Competition for skilled sales personnel is intense, and the Company Group cannot provide assurance that it will be successful in attracting, training and retaining qualified sales personnel, or that its newly hired sales personnel will function effectively, either individually or as a group. In addition, the Company Group’s newly hired sales personnel are typically not productive for up to a year following their hiring. This results in increased near-term costs to the Company Group relative to the sales contributions of these newly hired sales personnel. If the Company Group is unable to rapidly grow and effectively train its sales force, its revenues likely will not increase at the rate that the Company Group anticipates, which could harm its business, operations and financial condition.

The Company Group’s failure to maintain or enhance its reputation or brand recognition could harm its business.

The Company Group believes that maintaining and enhancing its reputation and the Company Group’s brand identity is critical to maintaining the Company Group’s relationships with its customers and vendors and its ability to attract new customers and vendors. The Company Group also believe that its reputation and brand identity will become more important as competition in its industry continues to develop. The Company Group’s ability to maintain and enhance its reputation and brand identity will be affected by a number of factors, some of which are beyond its control, including:

Any brand promotion activities in which the Company Group engages may not be successful or yield increased revenues. Furthermore, negative publicity, whether or not justified, relating to events or activities attributed to the Company Group, its employees and consultants, its vendors, other companies in its industry or others associated with any of these parties, may tarnish its reputation and reduce the value of its brand. Damage to the Company Group’s reputation and loss of brand equity may reduce demand for its services and harm its business, results of operations and financial condition. Moreover, any attempts to rebuild the Company Group’s reputation and restore the value of the Company Group’s brand may be costly and time-consuming, and any such efforts may not ultimately be successful.

The Company Group may not be able to successfully implement its business strategies.

The Company Group plans to grow its HCM solutions business and HCM technology applications business by further expanding its presence regionally to Indonesia and Philippines, enhancing its existing offerings and increasing its sales. These plans depend, among other things, on successful conclusion of discussions with a major vendor and successful completion of development of an HCM solution, in which TalenTec is participating. See, “Information Related to TalenTec—Business—Growth Strategies” and “Risk Factors--Because the Company Group’s long-term success depends, in part, on its ability to expand the sales of its solution to customers located outside of Malaysia,” its business will be subject to risks associated with international operations. As companies increasingly turn to cloud–based solutions, TalenTec must expand its revenue from these sources, as revenue from on-site systems remains static. To successfully implement these business strategies, the Company Group needs to attract suitable talent regionally and increase its sales and marketing activities. See, “Information Related to the Company—Business--Growth Strategies” and “The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” for further details of its business strategies.

The execution of its business strategies is subject to additional expenditures including staff costs, office rental, sales and marketing expenses and other working capital requirements. Such additional expenditures will increase the Company Group’s operational cost including its overhead costs, and may adversely affect its profit margin if it is unable to gain sufficient revenue by securing more sales or projects following the implementation of its business strategies. Furthermore, the implementation of its business strategies may be influenced by factors beyond its control, such as changes in general market conditions, economic climate and political environment in Malaysia as well as regionally in Southeast Asia, which may affect the commercial viability of its business strategies. The implementation of its business strategies could also be adversely affected by a variety of other factors such as new and unforeseen technologies used or introduced by its competitors or attractive pricing offered by its competitors, which may affect the attractiveness of its offerings.

Hence, there can be no assurance that the effort and expenditures spent on the implementation of the Company Group’s business strategies will yield expected results in growing its business in terms of financial performance and market presence. The Company Group is not able to guarantee that it will be successful in executing its business strategies, nor can it assure that it will be able to anticipate all the business, operational and industry risks arising from its business strategies. Such failure may lead to adverse effect on the Company Group’s business operations and financial performance.

Most of the Company Group’s customer contracts are short-term, requiring the Company, continuously, to secure new contracts to maintain its business.

Because organizations in Malaysia do not customarily budget HCM solutions on long-term basis, the Company Group does not have long-term contracts with its customers, other than maintenance services contracts, which typically range between one to three years, and HCM solution subscription agreements, renew automatically annually. Consequently, the Company Group must be able, continuously, to secure new contracts and renewals of maintenance services contracts and HCM solution subscription agreements. Failure to do so may have a material adverse impact on the Company Group’s financial performance and prospects.

The Company Group is exposed to risks relating to the economic, political, legal and regulatory environments in the countries in which it operates.

The Company Group has offices in Malaysia and Singapore and customers in Malaysia, Singapore, Indonesia, Hong Kong, Taiwan, and Australia. The Company Group plans to expand its presence in Indonesia and into the Philippines. See, Information Related to the Company—Business--Growth Strategies. The Company Group’s business, prospects, financial condition and results of operations may be affected by any adverse developments, changes and/or uncertainties in the economic, political, legal and regulatory environments that are beyond its control in the countries in which it operates and transacts business. These risks include unfavorable changes in political conditions, economic conditions, interest rates, government policies and regulations, import and export restrictions, duties and tariffs, civil unrests, methods of taxation, inflation and foreign exchange controls.

Any changes in government policies that could disrupt customer or potential customer business operations may cause a decline in human resources budgets and demand for the Company Group’s products and services. Such events may have a material adverse effect on its business and financial performance. There can be no assurance that any adverse economic, political, legal and/or regulatory developments will not lead to a material adverse effect on the business performance of the Company Group.

Because the Company Group’s long-term success depends, in part, on its ability to expand the sales of its solution to customers located outside of Malaysia, its business will be subject to risks associated with international operations.

An element of the Company Group’s growth strategy is to expand its operations and customer base to the Philippines, in addition to Indonesia. See, Information Related to the Company—Business—Growth Strategies. To date, the Company Group has not engaged in any operations in the Philippines. Expansion into Philippines or other international markets, it will require significant resources and management attention and will subject it to regulatory, economic and political risks that are different from those in Malaysia. Because of the Company Group’s lack of experience with operations in the Philippines, the Company Group cannot assure that its expansion efforts will be successful.

To date, the Company Group has established operations outside Malaysia by collaborating with strategic partners who, it believes, have the necessary business experience and the understanding of culture in those countries to conduct business there. The Company Group’s strategic partners are companies appointed on a project basis to follow up on sales leads with potential customers, and local consultants who are able to provide their expertise in implementing projects. Unless it can find suitable collaboration partners for the Philippines, the Company Group’s plan to expand there may be unsuccessful.

The Company Group insurance coverage may not be adequate to cover all losses or liabilities that may arise in the course of its business operations.

The Company Group maintains insurance at levels that are customary in its industry to protect against various losses and liabilities. As at the LPD, the insurance carried by the Company Group are as follows:

(i) Burglary, consequential loss, employer’s liability, fire risk, machine and equipment, public liability insurance policy for the headquarters in Malaysia;

(ii) Group term life and group health plan insurance policy for employees in Malaysia; and

(iii) Group personal accident for two senior management, five administration and marketing employees, 29 technical employees and two individuals namely, Ho Say San and Choo Yeow, being the current directors of the Company Group in Malaysia.

However, in the event of claims, the Company Group’s insurance may not be adequate to cover all losses or liabilities that might be incurred in its operations as a result of any unforeseen circumstances. Moreover, the Company Group will be subject to the risk that, in the future, it may not be able to maintain or obtain insurance of the type and amount desired at reasonable rates. If the Company Group were to incur a significant liability for which it was not fully insured, it could have a material adverse effect on its business operations and financial performance.

Changes in laws and regulations related to the Internet or changes in the Internet infrastructure itself may diminish the demand for the Company Group’s solutions, and could have a negative impact on its business.

The future success of the Company Group’s business depends upon the continued use of the Internet as a primary medium for commerce, communication and business. Federal, state and foreign government bodies or agencies have in the past adopted, and may in the future adopt, laws or regulations affecting the use of the Internet as a commercial medium. Changes in these laws or regulations could require the Company Group or the Company Group’s software vendors to modify its respective solutions in order to comply with these changes. In addition, government agencies or private organizations may impose taxes, fees or other charges for accessing the Internet or commerce conducted via the Internet. These laws or charges could limit the growth of Internet-related commerce or communications generally, or result in reductions in the demand for Internet-based solutions such as the Company Group’s solutions.

In addition, the use of the Internet as a means of conducting business could be adversely affected due to delays in the development or adoption of new standards and protocols to handle increased demands of Internet activity, security, reliability, cost, ease of use, accessibility, and quality of service. The performance of the Internet has been adversely affected by “viruses,” “worms” and similar malicious programs and the Internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure. If the use of the Internet is adversely affected by these issues, demand for the Company Group’s solutions could suffer.

Volatility in the financial and economic environment could harm the Company Group’s business.

Demand for the Company Group’s services is sensitive to changes in the level of overall economic activity in the markets in which it operates. Current or potential customers may also react to weak economic conditions or forecasted weak economic conditions by reducing their employee headcount or by lowering their wage, bonus or benefits levels, any of which would affect the Company Group’s revenues, and may affect its margins, because the Company Group may be unable to reduce its selling, administrative or other expenses sufficient to offset the drop in revenues. It is difficult for the Company Group to forecast future demand for its services due to the inherent difficulty in forecasting the direction and strength of economic cycles. These conditions may affect the willingness of the Company Group’s customers and potential customers to pay outside vendors for services like the Company Group’s services, and may impact their ability to pay their obligations to the Company Group on time, or at all. In addition, if businesses have difficulty obtaining credit, business growth and new business formation may be impaired, which could also harm the Company Group’s business. Even modest downturns in economic activity or the availability of credit on a regional or national level could harm the Company Group’s business.

The Company Group’s financial results may fluctuate due to many factors, some of which may be beyond its control.

The Company Group’s results of operations, including the levels of its revenues, costs of revenues, administrative expenses, operating income, cash flow and deferred revenue, may vary significantly in the future and the results of any one period should not be relied upon as an indication of future performance. The Company Group’s financial results may fluctuate as a result of a variety of factors, many of which are outside of its control, and as a result, may not fully reflect the underlying performance of its business. Factors that may cause the Company Group’s financial results to fluctuate from period to period include, without limitation:

The Company Group’s business and operations are exposed to sudden disruptions caused by serious pandemic and epidemic outbreaks.

On March 11, 2020, COVID-19 virus, also known as the novel coronavirus was declared a worldwide pandemic by the World Health Organization. In Malaysia, the government announced the Movement Control Order (“MCO”), effective March 18, 2020 to May 3, 2020, which had caused the closure of all government and private premises except those involved in essential services, unless written permission is obtained from Ministry of Investment, Trade and Industry. Further, a Conditional Movement Control Order (“CMCO”) was imposed between May 4, 2020 and June 9, 2020 which allowed more businesses to operate subject to the adherence to a set of strict standard operating procedures. In view of the MCO and the CMCO imposed between March 18,2020 and June 9,2020, the business operations of the Company Group and the majority of its customers in Malaysia were affected. Further, the Company Group’s operations or its customers in Singapore, Indonesia, Hong Kong, Taiwan, and Australia were also affected by the mandatory social and physical distancing measures and lockdowns imposed by the respective governments in these countries.

The mandatory social and physical distancing measures and lockdowns imposed by the governments in these countries have also prohibited the Company Group from continuing its work at its customers’ premises. This caused slight delays to its project delivery schedule which had subsequently affected its billing schedule from the second quarter of 2020 onwards for its existing projects. Any prolonged disruption to its business operations or its customers’ business operations pursuant to the imposition of any mandatory social and physical distancing measures and lockdowns may have adverse impact on its project deliverables. For instance, during the MCO and the CMCO period, the progress of the HCM solution project was affected as the Company Group’s consultants were prohibited from carrying implementation works or acceptance test at the customers’ premises, thereby causing a delay in the projects and affecting its billing schedule and financial performance as the Company Group continue to incur fixed expenses during the mandatory social and physical distancing and lockdown period. Further, during the COVID-19 pandemic, despite the Company Group’s engagement in sales and marketing activities, its customers were deferring their projects and the Company Group also face difficulty in securing new projects.

Further, the economic impact of the COVID-19 virus may adversely affect the financial positions of many organizations which may result in tighter budgets. Organizations may be more cautious in their spending moving forward and prioritize resources in recovering their sales performance and financial position after the crisis ends. This may temporarily affect the demand for HCM solutions in view of its high cost of investment and may consequently cause a slowdown in the demand for the Company Group’s HCM solutions. In addition, it may also affect the demand for its IT staff augmentation, outsourcing and consulting services as organizations may temporarily delay or abort their ad-hoc IT projects.

Any such future pandemic outbreaks, as well as epidemic outbreaks affecting a significantly large but more localized population, may result in similar interruptions to the Company Group’s business and operations, which may subsequently have a material adverse impact on its financial performance.

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

The Company Group’s third party HCM solutions, Oracle PeopleSoft HCM, Oracle PeopleSoft Financials, DayForce HCM, SunFish WorkPlaze HR, and MiHCM Cloud, are exposed to the risk of security breaches.

Under the Personal Data Protection Act 2010 of Malaysia (“Malaysia PDPA”) which regulates the processing of personal data in commercial transaction and the prevention of any unlawful and malicious use of any such personal data collected, any service provider that collects customer information through commercial transactions has the responsibility to adopt and implement a policy that protects the privacy of identifiable information.

“Processing” in relation to personal data, means collecting, recording, holding or storing the personal data or carrying out any operation or set of operations on the personal data, including—

(d) the alignment, combination, correction, erasure or destruction of personal data;

“Personal data” means any information in respect of commercial transactions, which—

(a) is being processed wholly or partly by means of equipment operating automatically in response to instructions given for that purpose;

(b) is recorded with the intention that it should wholly or partly be processed by means of such equipment; or

(c) is recorded as part of a relevant filing system or with the intention that it should form part of a relevant filing system,

that relates directly or indirectly to a data subject, who is identified or identifiable from that information or from that and other information in the possession of a data user, including any sensitive personal data and expression of opinion about the data subject; but does not include any information that is processed for the purpose of a credit reporting business carried on by a credit reporting agency under the Credit Reporting Agencies Act 2010 of Malaysia.

“Commercial transactions” is defined under the Malaysia PDPA as any transaction of a commercial nature, whether contractual or not, which relates to the supply or exchange of goods or services, agency, investments, financing, banking and insurance, but it does not include a credit reporting business carried out by a credit reporting agency under the Credit Reporting Agencies Act 2010 of Malaysia.

The Personal Data Protection Act (No. 26 of 2012) of Singapore (“Singapore PDPA”) governs the collection, use and disclosure of individuals’ personal data by organizations. The Singapore PDPA defines “personal data” as data, whether true or not, about an individual who can be identified —

(b) from that data and other information to which the organization has or is likely to have access.

An organization is required to comply with the following obligations prescribed by the Singapore PDPA:

(a) obtain the consent of the individual before collecting, using, or disclosing his personal data, for purposes that a reasonable person would consider appropriate in the circumstances;

(e) take reasonable efforts to ensure that personal data collected is accurate and complete if the personal data is likely to be used to make a decision that affects the individual, or is likely to be disclosed to another organization;

(f) when requested, correct any error or omission in an individual’s personal data;

(g) upon an individual’s request, provide an individual with his personal data in the organization’s possession and control, as well as information about the ways in which the personal data has been used or disclosed in the past year;

(h) protect personal data by making reasonable security arrangements to prevent unauthorized access, collection, use, disclosure, copying, modification, disposal or similar risks;

(i) the purpose for which it was collected is no longer being served by retaining it; and

(j) not to transfer any personal data out of Singapore except in accordance with the requirements set out in the Singapore PDPA; and

(k) implement the necessary policies and practices in order to meet its obligations under the Singapore PDPA and make information about its policies and practices available on request.

As a reseller of HCM solutions of Oracle PeopleSoft HCM, Oracle PeopleSoft Financials, Dayforce HCM, Sunfish, WorkPlaze HR, and MiHCM Cloud, the Company Group does not collect or process any personal data of any of its corporate customers. All personal data are collected and processed by its corporate customers through the use of the HCM solutions provided by Oracle, Dayforce, Humanica, and Microimage, respectively. Other than in limited circumstances, the employee of the Company Group would access the data of the customer in order to provide fast turnaround resolution in a very controlled environment with the supervision of the customer, the Company Group does not deal with nor own any information of its customers’ personal data stored in such HCM solutions or the database of Oracle, Dayforce, Humanica, or Microimage. Accordingly, the Malaysia PDPA and Singapore PDPA has limited application to the Company Group, only with regards to any personal data that the Company Group’s customers may provide to the Company Group for user acceptance tests. However, in the event where there are security breaches on the HCM solutions of the Company Group’s customers or the database of Oracle, Dayforce, Humanica, or Microimage, which lead to leakage of personal data of the employees or customers of the Company Group’s customers to unauthorized parties, the Company Group’s reputation may be indirectly and adversely affected. In any event, the Company Group have established policies and procedures to help protect the security and privacy of any personal data given to the Company Group, including employees’ data secrecy compliance, but it is possible that its security controls over the personal data may not prevent the improper access to or disclosure of this data such as unauthorized access to restricted personal data by its employees.

While the Company Group have taken the necessary measures to minimize the risk of potential security breaches, there can be no assurance that there will not be cases of security breaches in the future which could lead to adverse impact to the Company Group as described above.

Because the techniques used to obtain unauthorized access to, or sabotage IT systems, change frequently, grow more complex over time, and often are not recognized until launched against a target, the Company Group may be unable to anticipate or implement adequate measures to prevent such techniques. The Company Group internal IT systems continue to evolve, and the Company Groups is often the early adopters of new technologies. However, the Company Group’s business policies and internal security controls may not keep pace with these changes as new threats emerge. Furthermore, because the Company Group rely on third party service providers to store client data and emails, in the event of a security breach, the Company Group may not discover any security breach and loss of information for a significant period of time after the security breach.

There may also be attacks targeting any vulnerabilities in the Company Group’s applications, internally built infrastructure, enhancements, and updates to its existing offerings, or in the many different underlying networks and services that power the internet that the Company Group’s products depend on, most of which are not under its control or the control of its vendors, partners, or customers. Systems and processes designed to protect its applications, systems, software, and data, as well as customer data and other user data, and to prevent data loss and detect security breaches, may not be effective against all cybersecurity threats or perceived threats. However, the Company Group have not been subject to such incidents, including through third-party service providers. In addition, the Company Group’s software development practices adhere to market practices on security compliance, but there is risk that such market practices have not and may not identify all potential privacy or security issues, and inadvertent disclosures of data have occurred and may occur.

Additionally, remote work and resource access, including the Company Group’s hybrid work model, has and may continue to result in an increased risk of cybersecurity-related events such as phishing attacks, exploitation of any cybersecurity flaws that may exist, an increase in the number cybersecurity threats or attacks, and other security challenges as a result of the Company Group’s employees continuing to work remotely from non-corporate managed networks.

Furthermore, the Company Group have acquired or partnered with a number of companies, products, services, and technologies over the years, and incorporated third-party products, services, and technologies into its solutions. Addressing security issues associated with acquisitions, partnerships, incorporated technologies, and its supply chain requires significant resources, and the Company Group have inherited and may in the future inherit additional risks upon integration with or use by its HCM solutions. In addition, if a high-profile security breach occurs with respect to an industry peer, its customers and potential customers may generally lose trust in the security of financial management, spend management, human capital management, planning, or analytics applications, or in cloud applications for enterprises in general. Any or all of these issues could negatively affect the Company Group’s ability to attract new customers, cause existing customers to elect to terminate or not renew their subscriptions, result in reputational damage, cause the Company Group to pay remediation and indemnity costs and/or issue service credits or refunds to customers for prepaid and unused subscription services, or result in lawsuits, regulatory fines, or other action or liabilities, any of which could adversely affect the Company Group’s business and operating results.

The Company Group relies on sophisticated information systems and technology, including those provided by third parties, for the secure collection, processing, transmission, storage of confidential, proprietary, and personal information, and to support its business operations and the availability of its applications. In the past several years, supply chain attacks have increased in frequency and severity. As the Company Group are both a provider and consumer of information systems and technology, the Company Group is at higher risk of being impacted either directly or indirectly by these attacks. The control systems, cybersecurity program, infrastructure, physical facilities of, and personnel associated with third parties that it relies on are beyond its control. The audits the Company Group periodically conduct on some of its third-party vendors do not guarantee the security of and may be unable to prevent security events impacting the information technology systems of third parties that are part of its supply chain or that provide valuable services to the Company Group, which have resulted and could result in the unauthorized access to data of its employees, its customers, its third-party vendors, or other end users; acquisition, destruction, alteration, use, tampering, release, unavailability, theft or loss of confidential, proprietary, or personal data of its employees, its customers, its third party vendors, or other end users; or the disruption of its operations and its ability to conduct its business or the availability of its applications; or could otherwise adversely affect its business, financial condition, operating results, or reputation.

Privacy concerns, evolving regulation of cloud computing, cross-border data transfer, and other domestic or foreign laws and regulations may reduce the adoption of the Company Group’s solutions, resulting in significant costs and compliance challenges, and adversely affect its business and operating results.

Legal requirements related to collecting, storing, handling, and transferring personal data are rapidly evolving at both the national and international level in ways that require the Company Group’s business to adapt to support customer compliance. As the regulatory focus on privacy intensifies worldwide, and jurisdictions increasingly consider and adopt privacy laws, the potential risks related to managing personal data by the Company Group’s business may grow. In addition, possible adverse interpretations of existing privacy-related laws and regulations by governments in countries where the Company Group’s customers operate, as well as the potential implementation of new legislation, could impose significant obligations in areas affecting the Company Group’s business or prevent the Company Group from offering certain services in jurisdictions where the Company Group operates.

One of the Company Group’s solutions utilize open source software, and any failure to comply with the terms of one or more of these open source licenses could negatively affect the Company Group’s business.

One of the Company Group’s solutions, Sunfish Workplaze HR, uses software covered by open source licenses, such as Linux, Lucee, MariaDB, Flutter, React and Ant Design. The terms of various open source licenses have not been interpreted by Malaysia courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on the Company Group’s ability to market its applications. The Company Group attempt to avoid adverse licensing conditions in its use of open source software in its products and services. By the terms of certain open source licenses, the Company Group could be required to release the source code of its proprietary software, and to make its proprietary software available under open source licenses, if the Company Group combine its proprietary software with open source software in a certain manner. In the event that portions of its proprietary software are determined to be impacted by an open source license, the Company Group could be required to publicly release the affected portions of its source code, re-engineer all or a portion of its technologies, or otherwise be limited in the licensing of its technologies, each of which could reduce or eliminate the value of its technologies and services. In addition, the open source license terms for future versions of open source software that the Company Group uses might change, requiring the Company Group to pay for a commercial license or re-engineer all or a portion of its technologies. In addition to risks related to license requirements, usage of open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of the software. Many of the risks associated with usage of open source software cannot be eliminated and could negatively affect the Company Group’s business.

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

The Company Group’s business is subject to numerous legal and regulatory risks that could have an adverse impact on its business and prospects.

The Company currently operates in Malaysia and Singapore and is subject to various regulations in each of the jurisdictions in which it operates.

Focus areas of regulatory risk that the Company is exposed to include, among others: (i) evolution of privacy law, (ii) various forms of data regulation such as data localization, data portability, cybersecurity and advertising or marketing, (iii) antitrust competition regulations, (iv) foreign ownership restrictions, (v) evolution of tax law applicable to the Company Group’s business and (vi) regulations regarding the provision of online services, including with respect to the internet, mobile devices, and e-commerce. Conflicting regulations from different regulators within or between jurisdictions in which the Company Group operates could impair its profitability.

The Company Group’s actual or perceived failure to comply with applicable regulations could expose the Company Group to regulatory actions, including, but not limited to, potential fines, orders to temporarily or permanently cease all or some of its business activities. Any such actions could materially and adversely affect its business, financial condition, results of operations and prospects.

The Company Group’s international operations are, and its strategy to expand internationally will be, subject to increased challenges and risks.

Continuing to expand the Company Group’s business to attract customers outside of Malaysia is an important element of its business strategy. An important part of targeting international markets is developing offerings that are localized and customized for the customers in those markets. The Company Group’s ability to expand its business and to attract customers and talented employees in other international markets it may enter will require considerable management attention and resources and is subject to the particular challenges of supporting a rapidly growing business in an environment of multiple languages, cultures, customs, economics, legal systems, alternative dispute systems, regulatory systems, and commercial infrastructures.

Expanding the Company Group’s international focus may subject it to risks that the Company Group have not faced before or increase risks that it currently face, including risks associated with:

If the Company Group is unable to manage the complexity of its planned global operations successfully, the Company Group’s business, financial condition, and operating results could be adversely affected. Additionally, the Company Group’s ability to successfully gain market acceptance in any particular market is uncertain, and the distraction of its senior management team could harm its business, financial condition, or results of operations.

The Company Group’s revenue and net income may be materially and adversely affected by any economic slowdown or developments in the social, political, regulatory and economic environments in Asia as well as globally.

The Company Group may be adversely affected by social, political, regulatory and economic developments in countries in which it operates. The Company Group derives a significant portion of its revenue from its operations in Asia and are exposed to political and economic uncertainties, including, but not limited to, the risks of war, terrorism, nationalism, nullification of contract, changes in interest rates, imposition of capital controls and methods of taxation that affect consumer confidence, consumer spending, consumer discretionary income or changes in consumer purchasing habits. As a result, the Company Group’s revenue and net income could be impacted to a significant extent by economic conditions in Asia and globally.

Substantially all of the Company Group’s assets and operations are located in Malaysia. Approximately 98.9% and 96.8% of its total revenue for the fiscal years ended July 31, 2023 and 2024, respectively, was derived from its operations in Malaysia. The Company Group’s business, financial condition and results of operations may be influenced to a significant degree by political, economic and social conditions in Malaysia. The economies in certain Southeast Asian countries differ from most developed markets in many respects, including the level of government involvement, level of development, growth rate, control of foreign exchange, government policy on public order and allocation of resources. In some of the Southeast Asia markets, governments continue to play a significant role in regulating industry development by imposing industrial policies. Moreover, some local governments also exercise significant control over the economic growth and public order in their respective jurisdictions through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policies, and providing preferential treatment to particular industries or companies.

While the Southeast Asia economy, as a whole, has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. Any adverse changes in economic conditions in Southeast Asia or in other markets in neighboring regions (such as China and Japan), or in the policies of the governments or of the laws and regulations in each respective market could have a material adverse effect on the overall economic growth of Southeast Asia. Such developments could adversely affect the Company Group’s business and operating results, lead to reduction in demand for its HCM solutions and adversely affect its competitive position. Many of the governments in Southeast Asia have implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall economy, but may have a negative effect on the Company Group. For example, the Company Group’s financial condition and results of operations may be adversely affected by government control over foreign capital investments or changes in tax regulations. Some Southeast Asia markets have historically experienced low growth in their GDP, significant inflation and/or shortages of foreign exchange. The Company Group is exposed to the risk of rental and other cost increases due to potential inflation in the markets in which it operates. In the past, some of the governments in Southeast Asia have implemented certain measures, including interest rate adjustments, currency trading band adjustments and exchange rate controls, to control the pace of economic growth. These measures may cause decreased economic activity in Southeast Asia, which may adversely affect its business, financial condition, results of operations and prospects.

In addition, some Southeast Asia markets have experienced, and may in the future experience, political instability, including strikes, demonstrations, protests, marches, coups d’état, guerilla activity or other types of civil disorder. These instabilities and any adverse changes in the political environment could increase the Company Group’s costs, increase its exposure to legal and business risks, disrupt the Company Group’s operations or affect its ability to expand its customer base.

Uncertainties with respect to the legal system in certain markets in Malaysia could adversely affect the Company Group’s business.

The interpretation and enforcement of laws and regulations involve uncertainties and inconsistencies.

Since local administrative and court authorities and in certain cases, independent organizations, have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection the Company Group may enjoy in many of the localities that the Company Group provides services in. Moreover, local courts may have broad discretion to reject enforcement of foreign awards. These uncertainties may affect the Company Group’s judgment on the relevance of legal requirements and its ability to enforce its contractual rights or tort claims. In addition, the regulatory uncertainties may be exploited through unmerited or frivolous legal actions or threats in attempts to extract payments or benefits from the Company Group.

It is possible that a number of laws and regulations may be adopted or construed to apply to the Company Group in Southeast Asia and elsewhere that could restrict its business segments. Scrutiny and regulation of the business segments in which the Company Group operates may further increase, and the Company Group may be required to devote additional legal and other resources to address these regulations. Changes in current laws or regulations or the imposition of new laws and regulations in Southeast Asia or elsewhere regarding the Company Group’s business segments may slow the growth of its business segments and adversely affect its business, financial condition, results of operations and prospects.

The Company Group could face uncertain tax liabilities in various jurisdictions where it operates, and suffer adverse financial consequences as a result.

The Company Group management believes it is in compliance with all applicable tax laws in the various jurisdictions where the Company Group is subject to tax, but its tax liabilities could be uncertain, and the Company Group could suffer adverse tax and other financial consequences if tax authorities do not agree with its interpretation of the applicable tax laws.

Although PubCo is incorporated in the Cayman Islands, the Company Group collectively operates in tax jurisdictions of Malaysia and Singapore and pays income taxes according to the tax laws of these jurisdictions. Various factors, some of which are beyond the Company Group’s control, determine the effective tax rate and/or the amount the Company Group is required to pay, including changes in or interpretations of tax laws in any given jurisdiction and changes in geographical allocation of income. The Company Group’s accrue income tax liabilities and tax contingencies based upon its best estimate of the taxes ultimately expected to be paid after considering its knowledge of all relevant facts and circumstances, existing tax laws, its experience with previous audits and settlements, the status of current tax examinations and how the tax authorities view certain issues. Such amounts are included in income taxes payable or deferred income tax liabilities, as appropriate, and are updated over time as more information becomes available.

The Company Group’s management believes that it is filing tax returns and paying taxes in each jurisdiction where the Company Group is required to do so under the laws of such jurisdiction. However, it is possible that the relevant tax authorities in the jurisdictions where the Company Group do not file returns may assert that the Company Group is required to file tax returns and pay taxes in such jurisdictions. There can be no assurance that the subsidiaries will not be taxed in multiple jurisdictions in the future, and any such taxation in multiple jurisdictions could adversely affect its business, financial condition and results of operations.

In addition, the Company Group may, from time to time, be subject to inquiries or audits from tax authorities of the relevant jurisdictions on various tax matters, including challenges to positions asserted on income and withholding tax returns. the Company Group cannot be certain that the tax authorities will agree with its interpretations of the applicable tax laws, or that the tax authorities will resolve any inquiries in its favor. To the extent the relevant tax authorities do not agree with its interpretation, the Company Group may seek to enter into settlements with the tax authorities which may require significant payments and may adversely affect its results of operations or financial condition. The Company Group may also appeal against the tax authorities’ determinations to the appropriate governmental authorities, but the Company Group cannot be sure that it will prevail. If the Company Group’s appeal does not prevail, it may have to make significant payments or otherwise record charges (or reduce tax assets) that could adversely affect its results of operations, financial condition and cash flows. Similarly, any adverse or unfavorable determinations by tax authorities on pending inquiries could lead to increased taxation on the Company Group, that may adversely affect its business, financial condition and results of operations and may also impact its reputation, including but not limited to tax and other regulatory authorities in Southeast Asia.

TTNP has incurred, and will continue to incur, significant transaction and transition costs in connection with the Business Combination.

TTNP has incurred, and will continue to incur, significant, non-recurring costs in connection with consummating the Business Combination. TTNP may also incur unanticipated costs associated with the Business Combination, including costs driven by PubCo’s becoming a public company and the listing on the Nasdaq of the PubCo Ordinary Shares, and these unanticipated costs may have an adverse impact on the results of operations of PubCo following the effectiveness of the Business Combination. TTNP and the Company shall be equally responsible for and pay the cost for the preparation, filing and mailing of this proxy statement/prospectus and other related fees. TTNP cannot provide assurance that the benefits of the Business Combination will offset the incremental transaction costs in the near term, if at all.

If the conditions to the Merger Agreement are not met, the Business Combination may not occur.

Even if the Merger Agreement is approved by TTNP Stockholders, specified conditions must be satisfied or waived before the parties to the Merger Agreement are obligated to complete the Business Combination. For a list of the material closing conditions contained in the Merger Agreement, see the section titled “Conditions to the Closing of the Business Combination.” TTNP, PubCo and the Company may not satisfy all of the closing conditions in the Merger Agreement. If the closing conditions are not satisfied or waived, the Business Combination will not occur, or will be delayed pending later satisfaction or waiver, and such non-occurrence or delay may cause TTNP and the Company to each lose some or all of the intended benefits of the Business Combination.

TTNP has incurred net losses in almost every year since its inception, which losses will continue for the foreseeable future and raise substantial doubt about its ability to continue as a going concern.

TTNP incurred net losses in almost every year since its inception. TTNP’s financial statements have been prepared assuming that TTNP will continue as a going concern. For the years ended December 31, 2024 and 2023 and for the three months ended March 31, 2025, TTNP had net losses of approximately $4.7 million, $5.6 million, and $563 thousand, respectively, and had net cash used in operating activities of approximately $3.9 million, $7.1 million, and $867 thousand, respectively. These net losses and negative cash flows have had, and will continue to have, an adverse effect on TTNP’s stockholders’ equity and working capital, which have declined in the past year. At December 31, 2024 TTNP had working capital of approximately $2.4 million compared to working capital of approximately $6.6 million at December 31, 2023. At December 31, 2024, TTNP had cash of approximately $2.8 million. TTNP expects to continue to incur net losses and negative operating cash flow for the foreseeable future. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this proxy statement/prospectus do not include any adjustments that might result from its inability to continue as a going concern.

A holder of those certain TTNP warrants initially exercisable January 20, 2021, expiring July 20, 2026; or those certain TTNP warrants initially exercisable February 4, 2022, expiring August 4, 2027 (the “Repurchase Warrants”), 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 of that portion (the “Repurchase Option”).

“Black Scholes Value” means the value of the Repurchase Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the TTNP Merger for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between August 19, 2024, the date of the public announcement of the Business Combination, and the Purchase Warrant expiration date, (B) an expected volatility equal to the lesser of 75% and the 100 day volatility of the TTNP Common Stock as of August 20, 2024, (C) the underlying price per share used in the calculation shall be the greater of (i) $5.46, the price per share of TTNP Common Stock used in determining the Exchange Ratio and (ii) the highest VWAP during the period beginning on August 16, 2024, the trading day immediately preceding the announcement of the Business Combination and ending on the trading day of the holder’s exercise of the Repurchase Option, (D) a remaining option time equal to the time between the date of the public announcement of the Business Combination and the Purchase Warrant expiration date, and (E) a zero cost of borrow.

The amount that would be payable to all holders if their Repurchase Options were exercisable and exercised as of the date of this proxy statement/prospectus, would total approximately $120,695.

Since TTNP’s officers and directors have interests that are different, or in addition to (and which may conflict with), the interests of the TTNP Stockholders, a conflict of interest may have existed in determining whether the Business Combination is appropriate.

When you consider the recommendation of the TTNP Board in favor of approval of the Proposals, including the Business Combination Proposal, you should keep in mind that TTNP’s officers and directors have interests that are different from, or in addition to, those of the TTNP Stockholders and warrant holders generally. The TTNP Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and transaction agreements and in recommending to TTNP Stockholders that they vote in favor of the Proposals presented at the Special Meeting, including the Business Combination Proposal. TTNP Stockholders should take these interests into account in deciding whether to approve the Proposals, including the Business Combination Proposal.

The existence of interests of one or more of TTNP’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of TTNP and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the Proposals. See the section titled “The Business Combination Proposal-— Interests of TTNP’s Directors and Officers in the Business Combination” for a discussion of these considerations.

There are risks to the TTNP Stockholders becoming shareholders of PubCo through the Business Combination rather than acquiring securities of the Company directly in an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of the TTNP officers and directors.

Because there is no independent third-party underwriter involved in the Business Combination or the issuance of PubCo Ordinary Shares in connection therewith, investors will not receive the benefit of any outside independent review of TTNP’s and the Company’s respective finances and operations.

Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, the rules of Financial Industry Regulatory Authority, Inc. (“FINRA”) and the national securities exchange where such securities are listed. Additionally, underwriters or dealer-managers conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering. As no such review will be conducted in connection with the Business Combination, the TTNP Stockholders must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public securities offering. Although TTNP performed a due diligence review and investigation of the Company in connection with the Business Combination and obtained a Fairness Opinion that the consideration to be paid pursuant to the Business Combination is fair to unaffiliated stockholders of TTNP, from a financial point of view, TTNP has different incentives and objectives in the Business Combination than an underwriter would in a traditional initial public offering. The lack of an independent due diligence review and investigation may increase the risk of an investment in PubCo because it may not have uncovered facts that would be important to a potential investor.

In addition, because PubCo will not become a public reporting company by means of a traditional underwritten initial public offering, securities or industry analysts may not provide, or may be less likely to provide, coverage of PubCo. Investment banks may also be less likely to agree to underwrite securities offerings on behalf of PubCo than they might if PubCo became a public reporting company by means of a traditional underwritten initial public offering, because they may be less familiar with PubCo as a result of more limited coverage by analysts and the media. The failure to receive research coverage or support in the market for the PubCo Ordinary Shares could have an adverse effect on PubCo’s ability to develop a liquid market for PubCo Ordinary Shares.

The exercise of the TTNP Board’s discretion in agreeing to changes or waivers in the terms of the Merger Agreement and related agreements, including Closing conditions, may result in a conflict of interest when determining whether such changes to the terms or waivers of conditions are appropriate and in the TTNP Stockholders’ best interest.

In the period leading up to the Closing, events may occur that, pursuant to the Merger Agreement, would require TTNP to agree to amend the Merger Agreement to consent to certain actions taken by the Company or to waive rights that TTNP is entitled to under the Merger Agreement, including those related to Closing conditions. Such events could arise because of changes in the Company’s businesses, a request by TTNP to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement, or the occurrence of other events that would have a material adverse effect on the Company’s business and would entitle TTNP to terminate the Merger Agreement. In any of such circumstances, it would be at TTNP’s discretion, acting through the TTNP Board, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors (and described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is best for TTNP and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, TTNP does not believe there will be any changes or waivers that the TTNP Board would be likely to make after stockholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further stockholder approval, TTNP will circulate a new or amended proxy statement/prospectus and resolicit TTNP Stockholders if changes to the terms of the transaction that would have a material impact on its stockholders are required prior to the vote on the Business Combination Proposal.

TTNP may issue notes or other debt securities, or otherwise incur substantial debt, to complete the Business Combination, which may adversely affect TTNP’s leverage and financial condition and thus negatively impact the value of TTNP Stockholders’ investments.

Although TTNP has no commitments as of the date of this proxy statement/prospectus to issue any notes or other debt securities, or to otherwise incur outstanding debt following the Business Combination, TTNP may choose to incur substantial debt to complete its Business Combination. The incurrence of debt could have a variety of negative effects, including:

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect TTNP’s business, including its ability to negotiate and complete the Business Combination, and results of operations.

TTNP is subject to laws and regulations enacted by national, regional and local governments. In particular, TTNP is required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on TTNP’s business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including its ability to negotiate and complete the Business Combination, and results of operations.

Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination.

In connection with business combination transactions similar to the proposed Business Combination, it is not uncommon for lawsuits to be filed against the parties and/or their respective directors and officers alleging, among other things, that the proxy statement/prospectus provided to stockholders contains false and misleading statements and/or omits material information concerning the transaction. Although no such lawsuits have been filed in connection with the Business Combination to date, it is possible that such actions may arise and, if such actions do arise, they generally seek, among other things, injunctive relief and an award of attorneys’ fees and expenses. Defending such lawsuits could require PubCo, TTNP and/or the Company to incur significant costs and draw the attention of their respective management teams away from the Business Combination. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the Business Combination is consummated may adversely affect PubCo’s business, financial condition, results of operations and cash flows. Such legal proceedings could delay or prevent the Business Combination from becoming effective within the expected timeframe.

The PubCo Ordinary Shares to be received by TTNP Stockholders as a result of the Business Combination will have different rights from shares of TTNP Common Stock.

Following completion of the Business Combination, TTNP Public Stockholders will not hold TTNP Common Stock, but will instead be shareholders of PubCo. There will be important differences between your current rights as a TTNP Stockholder and your rights as a PubCo shareholder. See “Comparison Of Corporate Governance And Shareholder Rights” for a discussion of the different rights associated with the securities.

The Business Combination is with a company located outside of the United States, and the laws applicable to such company will likely govern all material agreements related to the Business Combination, and as a result TTNP may not be able to enforce its legal rights under United States law.

The laws of the country in which the Company presently operates will govern almost all of the material agreements relating to its operations. TTNP cannot assure you that the Company will be able to enforce any of its material agreements or that remedies will be available in this new jurisdiction. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of its future agreements could result in a significant loss of business, business opportunities or capital.

If TTNP cannot continue to satisfy the Nasdaq Capital Market continued listing standards and other Nasdaq rules, TTNP Common Stock could be delisted, which would harm TTNP’s business, the trading price of TTNP Common Stock, TTNP’s ability to raise additional capital and the liquidity of the market for TTNP Common Stock.

TTNP Common Stock is currently listed on Nasdaq. The listing standards of Nasdaq require that a company maintain stockholders’ equity of at least $2.5 million and a minimum bid price subject to specific requirements of $1.00 per share. There is no assurance that TTNP will be able to maintain compliance with the minimum closing price requirement or the minimum stockholders’ equity requirement. Should TTNP fail to comply with the minimum listing standards applicable to issuers listed on Nasdaq, TTNP Common Stock may be delisted from Nasdaq. If TTNP Common Stock is delisted, it could reduce the price of TTNP Common Stock and the levels of liquidity available to TTNP Stockholders.

On March 26, 2025, TTNP received the Notice, notifying TTNP that its stockholders’ equity as reported in its 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 the “BH Purchase Agreement with 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 terms, rights, obligations and preferences of the TTNP Series B Preferred Stock are set forth in the Series B Certificate of Designations. The closing of the Series B Private Placement occurred on April 11, 2025.

If TTNP Common Stock were to be delisted from Nasdaq and was not eligible for quotation or listing on another market or exchange, trading of TTNP Common Stock could be conducted only in the over-the-counter market or on an electronic bulletin board established for unlisted securities such as the Pink Sheets or the OTC Bulletin Board. In such event, it could become more difficult to dispose of, or obtain accurate price quotations for, TTNP Common Stock, and there would likely also be a reduction in TTNP’s coverage by securities analysts and the news media, which could cause the price of TTNP Common Stock to decline further.

In addition to the foregoing, if TTNP Common Stock is delisted from Nasdaq and it trades on the over-the-counter market, the application of the “penny stock” rules could adversely affect the market price of TTNP Common Stock and increase the transaction costs to sell those shares. The SEC has adopted regulations which generally define a “penny stock” as an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. If TTNP Common Stock is delisted from Nasdaq and it trades on the over-the-counter market at a price of less than $5.00 per share, TTNP Common Stock would be considered a penny stock. The SEC’s penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and the salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that before a transaction in a penny stock occurs, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s agreement to the transaction. If applicable in the future, these rules may restrict the ability of brokers-dealers to sell TTNP Common Stock and may affect the ability of investors to sell their shares, until TTNP Common Stock no longer is considered a penny stock.

The tax consequences of the Business Combination may adversely affect holders of TTNP Common Stock or TTNP Warrants.

It is intended that for U.S. federal income tax purposes the TTNP Merger, together with the Contribution and Exchange pursuant to the Business Combination, will constitute an integrated transaction that qualifies as an exchange generally eligible for the tax-deferred treatment under Section 351(a) of the Code (the “Intended Tax Treatment”). However, if it does not qualify for the Intended Tax Treatment (and does not otherwise qualify for tax-deferred treatment under another section of the Code), the TTNP Merger would be a taxable transaction to holders of TTNP Common Stock and TTNP warrants. Further, the receipt of PubCo Warrants in exchange for TTNP warrants pursuant to the TTNP Merger is generally expected to be a taxable transaction to holders of TTNP warrants notwithstanding the Intended Tax Treatment.

In addition, Section 367(a) of the Code generally requires a U.S. holder of stock in a U.S. corporation to recognize gain (but not loss) when such stock is exchanged for stock of a non-U.S. corporation in an exchange that would otherwise qualify for nonrecognition treatment unless certain conditions are met. It is currently expected that Section 367(a) of the Code will not apply to cause the exchange of TTNP Common Stock for PubCo Ordinary Shares pursuant to the TTNP Merger to be taxable (provided that the holder will, to the extent required, enter into a gain recognition agreement with the IRS). However, holders are cautioned that the potential application of Section 367(a) of the Code to the TTNP Merger is complex and depends on factors that cannot be determined until the closing of the TTNP Merger, and the interpretation of legal authorities and facts relating to the TTNP Merger. 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.

The requirements for the Intended Tax Treatment, including the application of Section 367(a) of the Code, are discussed in more detail under the section titled “Material U.S. Federal Income Tax Considerations of the Business Combination — U.S. Holders — The Business Combination.” Such requirements are highly complex and subject to uncertainty. If you are a U.S. holder exchanging TTNP Common Stock in the TTNP Merger or holding TTNP warrants at the time of the consummation of the TTNP Merger, you are urged to consult your tax advisor to determine the tax consequences thereof.

The IRS may not agree that PubCo should be treated as a non-U.S. corporation for U.S. federal income tax purposes.

Under current U.S. federal income tax law, a corporation is generally considered for U.S. federal income tax purposes to be a tax resident in the jurisdiction of its organization or incorporation. Accordingly, under generally applicable U.S. federal income tax rules, PubCo, which is incorporated under and governed by the laws of the Cayman Islands, would be classified as a non-U.S. corporation (and, therefore, not a U.S. tax resident) for U.S. federal income tax purposes. Section 7874 of the Code, however, contains rules that may cause a non-U.S. corporation to, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes. If PubCo were to be treated as a U.S. corporation for U.S. federal income tax purposes, it could be subject to substantial U.S. tax liability, in addition to tax liability in its country of residence, and the gross amount of any dividend payments to its Non-U.S. holders could be subject to U.S. withholding tax.

As more fully described in the section titled “Material U.S. Federal Income Tax Considerations of the Business Combination — Tax Residence of PubCo for U.S. Federal Income Tax Purposes,” PubCo is not currently expected to be treated as a U.S. corporation for U.S. federal income tax purposes. However, whether the requirements for such treatment have been satisfied must be finally determined at the completion of the Business Combination, by which time there could be adverse changes to the relevant facts and circumstances. Further, the rules for determining ownership under Section 7874 are complex, unclear and the subject of ongoing regulatory change. Accordingly, there can be no assurance that the IRS would not assert a contrary position to those described above or that such an assertion would not be sustained by a court in the event of litigation.

If PubCo or any subsidiary were a passive foreign investment company for U.S. federal income tax purposes for any taxable year, U.S. Holders of PubCo Ordinary Shares could be subject to adverse U.S. federal income tax consequences.

If PubCo is or becomes a “passive foreign investment company,” or a PFIC, within the meaning of Section 1297 of the Code for any taxable year during which a U.S. holder holds PubCo Ordinary Shares, certain adverse U.S. federal income tax consequences may apply to such U.S. holder. PFIC status depends on the composition of a company’s income and assets and the fair market value of its assets from time to time, as well as on the application of complex statutory and regulatory rules that are subject to potentially varying or changing interpretations. PubCo has not made a determination as to whether it currently is, or in the future may become, a PFIC, but there is a possibility that it may be classified as a PFIC for its taxable year that includes the date of the TTNP Merger or in the foreseeable future. There can be no assurance that PubCo will not be treated as a PFIC for any taxable year.

If PubCo were treated as a PFIC, a U.S. holder of PubCo Ordinary Shares may be subject to adverse U.S. federal income tax consequences, such as taxation at the highest marginal ordinary income tax rates on capital gains and on certain actual or deemed distributions, interest charges on certain taxes treated as deferred, and additional reporting requirements. Certain elections (including a qualified electing fund (“QEF”) or a mark-to-market election) may be available to U.S. holders of PubCo Ordinary Shares to mitigate some of the adverse tax consequences resulting from PFIC treatment, but U.S. holders will not be able to make similar elections with respect to the PubCo Warrants. There is no assurance that PubCo will provide the information necessary for a U.S. holder to make a QEF election with respect to the U.S. holder’s PubCo Ordinary Shares.

Certain of the PFIC rules may impact U.S. Holders with respect to equity interests in subsidiaries and other entities which PubCo may hold, directly or indirectly, that are PFICs (collectively, “Lower-Tier PFICs”). There can be no assurance that PubCo does not own, or will not in the future acquire, an interest in a subsidiary or other entity that is or would be treated as a Lower-Tier PFIC. U.S. Holders should consult their tax advisors regarding the application of the PFIC rules to any of PubCo’s subsidiaries.

The members of TalenTec management team have limited or no experience managing a publicly-traded company, interacting with public company investors, and complying with the increasingly complex laws, rules and regulations that govern public companies. There are significant obligations it will now be subject to relating to reporting, procedures and internal controls, and the PubCo management team may not successfully or efficiently manage its transition to being a public company. These new obligations and scrutiny will require significant attention from management and could divert their attention away from the day-to-day management of TalenTec’s business, which could adversely affect its business, financial condition and operating results.

In the future, if PubCo fails to implement and maintain an effective system of internal controls, PubCo may be unable to accurately report its results of operations, meets its reporting obligations or prevent fraud, and investor confidence and the market price of PubCo Ordinary Shares may be materially and adversely affected.

Upon completion of the Business Combination, PubCo will become subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act, or Section 404, will require that PubCo include a report from management on the effectiveness of PubCo’s internal control over financial reporting in PubCo’s annual report on Form 20-F beginning with PubCo’s annual report in PubCo’s second annual report on Form 20-F after becoming a public company. In addition, once PubCo ceases to be an “emerging growth company” as such term is defined in the JOBS Act, PubCo’s independent registered public accounting firm must attest to and report on the effectiveness of PubCo’s internal control over financial reporting. Moreover, even if PubCo’s management concludes that PubCo’s internal control over financial reporting is effective, PubCo’s independent registered public accounting firm, after conducting its own independent testing, may issue an adverse opinion on the effectiveness of internal control over financial reporting if it is not satisfied with PubCo’s internal controls or the level at which PubCo’s controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from PubCo. In addition, after PubCo becomes a public company, PubCo’s reporting obligations may place a significant strain on PubCo’s management, operational and financial resources and systems for the foreseeable future. PubCo may be unable to timely complete its evaluation testing and any required remediation.

During the course of documenting and testing PubCo’s internal control procedures, in the event that PubCo identifies weaknesses and deficiencies in PubCo’s internal control over financial reporting, and fails to maintain the adequacy of its internal control over financial reporting, as these standards are modified, supplemented, or amended from time to time, PubCo may not be able to conclude on an ongoing basis that it has effective internal control over financial reporting in accordance with Section 404. Generally speaking, if PubCo fails to achieve and maintain an effective internal control environment, it could result in material misstatements in PubCo’s financial statements and could also impair PubCo’s ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, PubCo’s businesses, financial condition, results of operations and prospects, as well as the trading price of the ordinary shares, may be materially and adversely affected. Additionally, ineffective internal control over financial reporting could expose PubCo to increased risk of fraud or misuse of corporate assets and subject PubCo to potential delisting from the stock exchange on which PubCo lists, regulatory investigations and civil or criminal sanctions. PubCo may also be required to restate its financial statements from prior periods. PubCo will incur increased costs as a result of being a public company.

Upon completion of the Business Combination, PubCo will become a public company and expect to incur significant legal, accounting, and other expenses. For example, as a result of becoming a public company, PubCo will need to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. Operating as a public company will make it more difficult and more expensive for it to obtain director and officer liability insurance, and PubCo may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, PubCo will incur additional costs associated with its public company reporting requirements. It may also be more difficult for PubCo to find qualified persons to serve on its board of directors or as executive officers.

After PubCo is no longer an “emerging growth company,” PubCo may incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 and the other rules and regulations of the SEC.

If PubCo ceases to qualify as a foreign private issuer, it would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and it would incur significant additional legal, accounting, and other expenses that it would not incur as a foreign private issuer.

As a foreign private issuer, PubCo will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and its officers, directors, and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, it will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States domestic issuers, and it will not be required to disclose in its periodic reports all of the information that United States domestic issuers are required to disclose. If it ceases to qualify as a foreign private issuer in the future, it would incur significant additional expenses that could have a material adverse effect on its results of operations.

Because PubCo is a foreign private issuer and is exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if it were a domestic issuer.

PubCo’s status as a foreign private issuer exempts it from compliance with certain Nasdaq corporate governance requirements if it instead complies with the statutory requirements applicable to a Cayman Islands exempted company. The statutory requirements of PubCo’s home country of the Cayman Islands, do not strictly require a majority of its board to consist of independent directors. Thus, although a director must act in the best interests of PubCo, it is possible that fewer board members will be exercising independent judgment and the level of board oversight of the management the company may decrease as a result. In addition, the Nasdaq Listing Rules also require U.S. domestic issuers to have an independent compensation committee with a minimum of two members, a nominating committee, and an independent audit committee with a minimum of three members. PubCo, as a foreign private issuer, with the exception of needing an independent audit committee composed of at least three members, is not subject to these requirements. The Nasdaq Listing Rules may also require shareholder approval for certain corporate matters that PubCo’s home country’s rules do not. Following Cayman Islands governance practices, as opposed to complying with the requirements applicable to a U.S. company listed on Nasdaq, may provide less protection to you than would otherwise be the case.

Although as a foreign private issuer, PubCo is exempt from certain corporate governance standards applicable to US domestic issuers, if PubCo cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of Nasdaq, PubCo’s securities may not be listed or may be delisted, which could negatively affect the price of its securities and your ability to sell them.

PubCo will seek to have its securities approved for listing on Nasdaq in connection with the Business Combination. PubCo cannot assure you that it will be able to meet those initial listing requirements at that time. Even if PubCo’s securities are listed on Nasdaq, it cannot assure you that its securities will continue to be listed on Nasdaq.

In addition, following the Business Combination, in order to maintain its listing on Nasdaq, PubCo will be required to comply with certain rules of Nasdaq, including those regarding minimum shareholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Even if PubCo initially meets the listing requirements and other applicable rules of Nasdaq, PubCo may not be able to continue to satisfy these requirements and applicable rules. If PubCo is unable to satisfy Nasdaq criteria for maintaining its listing, its securities could be subject to delisting.

If Nasdaq does not list PubCo’s securities, or subsequently delists its securities from trading, PubCo could face significant consequences, including:

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because PubCo is incorporated under Cayman Islands law.

PubCo is an exempted company incorporated under the laws of the Cayman Islands. PubCo’s corporate affairs are governed by the PubCo Charter, the Cayman Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against PubCo’s directors, actions by PubCo’s minority shareholders and the fiduciary duties of PubCo’s directors to PubCo under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of PubCo’s shareholders and the fiduciary duties of PubCo’s directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands have a less developed body of securities laws than the United States and provides significantly less protection to investors. In addition, some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands.

There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although a judgment obtained in the United States will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment (a) is given by a foreign court of competent jurisdiction; (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (c) is final; (d) is not in respect of taxes, a fine or a penalty; and (e) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. It may be difficult or impossible for you to bring an action against PubCo or against these individuals in the Cayman Islands in the event that you believe that your rights have been infringed under the applicable securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands may render you unable to enforce a judgment against PubCo’s assets or the assets of PubCo’s directors and officers.

Shareholders of Cayman Islands exempted companies like PubCo have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of lists of shareholders of these companies. PubCo’s directors have discretion under the PubCo Charter that will become effective immediately prior to completion of the Business Combination to determine whether or not, and under what conditions, its corporate records may be inspected by its shareholders, but are not obliged to make them available to its shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

As a result of all of the above, PubCo’s public shareholders may have more difficulty in protecting their interests in the face of actions taken by PubCo’s management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. Cayman Islands companies may not have standing to initiate a derivative action in a federal court of the United States. As a result, your ability to protect your interests if you are harmed in a manner that would otherwise enable you to sue in a United States federal court may be limited to direct shareholder lawsuits.

After the Closing, PubCo does not anticipate declaring any cash dividends to holders of PubCo Ordinary Shares in the foreseeable future. Consequently, investors may need to rely on sales of their shares after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about PubCo, its business, or its market, or if they change their recommendations regarding PubCo Ordinary Shares adversely, then the price and trading volume of PubCo Ordinary Shares could decline.

The trading market for PubCo Ordinary Shares will be influenced by the research and reports that industry or securities analysts may publish about PubCo, its business, its market, or its competitors. Securities and industry analysts do not currently, and may never, publish research on PubCo. If no securities or industry analysts commence coverage of PubCo, PubCo Ordinary Shares price and trading volume would likely be negatively impacted. If any of the analysts who may cover PubCo change their recommendation regarding PubCo Ordinary Shares adversely, or provide more favorable relative recommendations about PubCo’s competitors, the price of PubCo Ordinary Shares would likely decline. If any analyst who may cover TTNP were to cease coverage of PubCo or fail to regularly publish reports on it, PubCo could lose visibility in the financial markets, which could cause the price or trading volume of PubCo Ordinary Shares to decline.

PubCo will be deemed to be an “emerging growth company” and, as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, PubCo Ordinary Shares may be less attractive to investors.

PubCo will be deemed to be an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act, and it intends to take advantage of some of the exemptions from reporting requirements that are available to emerging growth companies, including not being required to comply with the auditor attestation requirements in the assessment of PubCo’s internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. Once we lose our “emerging growth company” and “smaller reporting company” status, we will no longer be able to take advantage of certain exemptions from reporting, and we will also be required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We will incur additional expenses in connection with such compliance and our management will need to devote additional time and effort to implement and comply with such requirements.

PubCo may take advantage of these reporting exemptions until it is no longer an emerging growth company. PubCo will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement, (b) in which PubCo has total annual gross revenue of at least $1.07 billion, or (c) in which PubCo is deemed to be a large accelerated filer, which means the market value of PubCo Ordinary Shares that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which PubCo has issued more than $1.0 billion in non-convertible debt during the prior three-year period.

PubCo cannot predict if investors will find its ordinary shares less attractive because it will rely on the accommodations and exemptions available to emerging growth companies. If some investors find PubCo Ordinary Shares less attractive as a result, there may be a less active trading market for PubCo Ordinary Shares and PubCo’s share price may be more volatile.

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

There can be no assurance that the PubCo Ordinary Shares that will be issued in connection with the Business Combination will remain listed on the Trading Market after approval of its listing following the Closing, or that PubCo will be able to comply with the continued listing standards of the Trading Market.

PubCo intends to apply for the listing of the PubCo Ordinary Shares on the Trading Market. If after listing, the Trading Market chooses to delist PubCo for failure to meet the listing standards, PubCo and its shareholders could face significant material adverse consequences including:

The National Securities Markets Improvement Act of 1996, a U.S. federal statute, prevents or preempts U.S. states from regulating the sale of certain securities, which are referred to as “covered securities.” If the PubCo Ordinary Shares are listed on the Trading Market, they will be covered securities. Although the states are preempted from regulating the sale of PubCo’s securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While PubCo is not aware of a state, other than the State of Idaho, having used these powers to prohibit or restrict the sale of securities issued by blank check companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if PubCo was not listed on the Trading Market, its securities would not be covered securities and it would be subject to regulation in each state in which it offers its securities.

A market for PubCo’s securities may not continue, which would adversely affect the liquidity and price of PubCo’s securities.

Following the Business Combination, the price of PubCo’s securities may fluctuate significantly due to the market’s reaction to the Business Combination and general market and economic conditions. An active trading market for PubCo’s securities following the Business Combination may never develop or, if developed, it may not be sustained. In addition, the price of PubCo’s securities after the Business Combination can vary due to general economic conditions and forecasts, PubCo’s general business condition and the release of PubCo’s financial reports. Additionally, if its securities are not listed on, or become delisted from, the Trading Market for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of its securities may be more limited than if it were quoted or listed on the Trading Market or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

The sale by TalenTec Shareholders and holders of TTNP Series AA Preferred Stock may adversely affect the market price of the PubCo Ordinary Shares.

Pursuant to the TTNP Merger, each Company Share will be converted into the right to receive 8.524 Ordinary Shares, as a result of which TalenTec Shareholders’ Company Shares will be converted into the right to receive 4,943,920 PubCo Ordinary Shares, if all elect to enter into the Share Exchange Agreement. In addition, the TTNP Series AA Preferred Stock, all of which is owned by Sire (of which Mr. Chung is the sole shareholder), will be converted into the right to receive 1,019,313 PubCo Ordinary Shares. Therefore, a total of 4,943,920, or 68.56%, of the 7,210,800 PubCo Ordinary Shares expected to be outstanding upon consummation of the Business Combination will be held by six persons. Their sales of PubCo Ordinary Shares could adversely affect the market price of PubCo Ordinary Shares. This does not include the conversion of 100,000 shares of TTNP Series B Preferred Stock that may be converted into 333,333 shares of TTNP Common Stock at the option of the holder.

If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of TTNP’s securities or, following the Closing, PubCo’s securities, may decline.

If the perceived benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of TTNP’s securities prior to the Closing may decline. The market values of PubCo’s securities at the time of the Business Combination may vary significantly from the prices of TTNP’s securities on the date the Merger Agreement was executed, the date of this proxy statement/prospectus, or the date on which TTNP Stockholders will vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of PubCo’s securities could contribute to the loss of all or part of your investment. Currently, there is no public market for the Company’s securities. Accordingly, the valuation ascribed to the Company may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for PubCo’s securities develops and continues, the trading price of PubCo’s securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond PubCo’s control. Any of the factors listed below could have a material adverse effect on your investment in PubCo’s securities and PubCo’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of PubCo’s securities may not recover and may experience a further decline.

Broad market and industry factors may materially harm the market price of PubCo’s securities irrespective of PubCo’s operating performance. The stock market in general, and the Trading Market in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of PubCo’s securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to PubCo could depress PubCo’s share price regardless of PubCo’s business, prospects, financial conditions or results of operations. A decline in the market price of PubCo’s securities also could adversely affect PubCo’s ability to issue additional securities and PubCo’s ability to obtain additional financing in the future.

Failure to maintain effective internal controls over financial reporting could have a material adverse effect on PubCo’s business, operating results and stock price.

Prior to the consummation of the Business Combination, the Company is neither a publicly listed company, nor an affiliate of a publicly listed company, and has not dedicated accounting personnel and other resources to address internal control and other procedures commensurate with those of a publicly listed company. Effective internal control over financial reporting is necessary to increase the reliability of financial reports.

The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those required of the Company as a privately held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the Business Combination. If PubCo is not able to implement the additional requirements of Section 404(a) of the Sarbanes-Oxley Act in a timely manner or with adequate compliance, it may not be able to assess whether its internal controls over financial reporting are effective, which may subject it to adverse regulatory consequences and could harm investor confidence and the market price of PubCo Ordinary Shares.

Prior to the Business Combination, neither the Company nor its auditors were required to perform an evaluation of internal control over financial reporting as of July 31, 2024 and 2023 in accordance with the provisions of the Sarbanes-Oxley Act as it was a private company. In connection with the preparation of the Company’s consolidated financial statements for fiscal years 2024 and 2023, the Company identified material weaknesses in its internal control over financial reporting, as defined in the standards established by the PCAOB. The material weakness identified related to (i) lack of accounting staff and resources with appropriate knowledge of accounting principles generally accepted in the U.S. GAAP and SEC reporting and compliance requirements to design and implement formal period-end financial reporting policies and procedures to address complex technical accounting issue in accordance with GAAP and the SEC requirements, and (ii) lack of information technology general controls in the areas of IT policies and procedures, user provisioning and termination, privileged access and service organization monitoring who are responsible for change management over certain core business system and accounting system. To remediate the material weaknesses, the Company has begun, and will continue, to (A) hire additional finance and accounting staff with qualifications and work experience in GAAP and SEC reporting requirements to formalize the key internal control over financial reporting; (B) allocate sufficient resources to prepare and review financial statements and related disclosures in accordance with GAAP and SEC reporting requirements; and (C) hire experienced IT staff with qualifications of the CRISC (“Certified in Risk and Information Systems Control”) to formalize and strengthen the key internal control over Information Technology General Control.

Following the Business Combination, PubCo’s independent registered public accounting firm will not be required to report on the effectiveness of its internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 until PubCo’s first Form 20-F following the date on which it ceases to qualify as an “emerging growth company,” which may be up to five full fiscal years following the date of the first sale of common equity securities pursuant to an effective registration statement. If such evaluation were performed, control deficiencies could be identified by PubCo’s management, and those control deficiencies could also represent one or more material weaknesses. In addition, PubCo cannot predict the outcome of this determination and whether PubCo will need to implement remedial actions in order to implement effective control over financial reporting. If in subsequent years PubCo is unable to assert that PubCo’s internal control over financial reporting is effective, or if PubCo’s auditors express an opinion that PubCo’s internal control over financial reporting is ineffective, PubCo may fail to meet the future reporting obligations in a timely and reliable manner and its financial statements may contain material misstatements. Any such failure could also adversely cause PubCo’s investors to have less confidence in the accuracy and completeness of its financial reports, which could have a material adverse effect on the price of PubCo’s securities.

Each of TTNP and the Company have incurred and will incur substantial costs in connection with the Business Combination and related transactions, such as legal, accounting, consulting and financial advisory fees.

As part of the Business Combination, each of TTNP and the Company is utilizing professional service firms for legal, accounting and financial advisory services. Although the parties have been provided with estimates of the costs for each advisory firm, the total actual costs for their legal, accounting and consulting fees may exceed those estimates. In addition, the companies may retain consulting services to assist in the integration of the businesses. These consulting services may extend beyond the current estimated time frame thus resulting in higher than expected costs.

The following unaudited pro forma condensed combined financial information has been prepared to aid in your analysis of the financial impacts of (1) the transaction between TTNP and PubCo, Merger Sub and the Company and (2) certain related transactions. The pro forma financial information reflects the combination of historical financial information of TTNP, PubCo and TalenTec, adjusted to give effect to (A) the transactions, inclusive of the issuance of PubCo Ordinary Shares for PubCo Series A preferred stock, TTNP Common Stock, TTNP Series AA Preferred Stock, TTNP Series B Preferred Stock, TTNP Series C Preferred Stock and the exchange of PubCo Ordinary Shares for TalenTec’s ordinary shares in accordance with the terms of the Merger Agreement, and (B) the payment of transaction costs, as required by the Merger Agreement, as each are subsequently described in greater detail. Hereinafter, TTNP, PubCo and TalenTec are collectively referred to as the “companies,” and the companies, subsequent to the transaction, are referred to herein as the “Combined Company.”

The unaudited pro forma condensed combined balance sheet, which has been presented for the Combined Company as of January 1, 2025, gives effect to the Transactions as if they were consummated on January 1, 2025. (PubCo has adopted a July 31 fiscal year) The unaudited pro forma condensed combined statements of operations, which have been presented for the Combined Company for the six months ended January 1, 2025 and for the year ended July 31, 2024, give pro forma effect to the Transactions as if they had occurred on August 1, 2023. The historical consolidated financial information of TTNP, historical combined financial information of PubCo and historical combined financial information of TalenTec, f/k/a KE Sdn. Bhd. have been adjusted in the pro forma financial statements, which depicts the accounting for the transaction (“Transaction Accounting Adjustments”) and allows optional pro forma adjustments that present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). The unaudited pro forma Transaction Accounting Adjustments represent management’s estimates based on information available as of the date of this unaudited pro forma condensed combined consolidated financial information and are subject to change as additional information becomes available and analyses are performed. The pro forma financial statements have been presented for informational purposes only and are not necessarily indicative of what the Combined Company’s financial position or results of operations actually would have been had the transaction been completed as of the dates indicated. In addition, the pro forma financial statements do not purport to project the future financial position or operating results of the Combined Company.

The unaudited pro forma condensed combined financial statements are provided for illustrative purposes only and are not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the combined company.

The unaudited pro forma condensed combined financial information was derived from, and should be read in conjunction with, the following historical financial statements and the accompanying notes:

The unaudited pro forma condensed combined financial information should also be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in TTNP’s Quarterly Report on Form 10-Q for the three months ended March 31, 2025, filed with the SEC on May 14, 2025, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in TTNP’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2024, filed with the SEC on January 3, 2025 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in TTNP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 20, 2025, and included elsewhere in this proxy statement/prospectus, and The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial statements reflect (1) the transaction between TTNP, PubCo and TalenTec in accordance with the Merger Agreement dated August 19, 2024, and (2) additional transactions directly related to and/or triggered by the transaction. More specifically, the unaudited pro forma condensed combined financial statements give effect to the following material events:

Upon the closing of the Transactions, (i) existing TTNP Stockholders (other than the Related Parties) will own approximately 41.9% of the issued and outstanding PubCo Ordinary Shares; (ii) TalenTec’s existing security holders will own approximately 58.1% of the outstanding PubCo Ordinary Shares; and (iii) the Related Parties, through their ownership of TTNP Common Stock on the date hereof, will own less than one percent of the issued and outstanding PubCo Ordinary Shares. Such ownership percentages could be subject to proportional dilution for any required financing in connection with the Closing.

The following table provides an estimate of the Combined Company’s ordinary shares that are anticipated to be outstanding immediately subsequent to consummation of the Transactions:

Notwithstanding the legal form of the transaction pursuant to the Merger Agreement, the transaction is accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, TTNP is treated as the acquired company for financial reporting purposes, and TalenTec is treated as the accounting acquirer. In accordance with this accounting method, the transaction is treated as the equivalent of TalenTec’s issuing stock for the net assets of TTNP, accompanied by a recapitalization. The net assets of TTNP are stated at historical cost, with no goodwill or other intangible assets recorded, and operations prior to the closing of the transaction are those of TalenTec.

TalenTec was deemed the accounting acquirer for purposes of the transaction based on an evaluation of the following facts and circumstances:

In accordance with Article 11 of Regulation S-X, pro forma adjustments to the combined historical financial information of TTNP, PubCo and TalenTec, give effect to transaction accounting adjustments that (1) depict in the unaudited pro forma condensed combined balance sheet the accounting required to be applied to the Transactions pursuant to U.S. GAAP assuming those adjustments were made as of January 31, 2025 and (2) depict in the unaudited pro forma condensed combined statements of operations the effects of the pro forma balance sheet adjustments, assuming those adjustments were made as of the beginning of the earliest period presented. Accordingly, non-recurring pro forma adjustments that impact the pro forma income of the Combined Company have been recorded to the unaudited pro forma condensed combined statement of operations for the six months ended January 1, 2025, and for the year ended July 31, 2024, as the Transactions are assumed to have occurred on August 1, 2023 for purposes of presenting pro forma statement of operations information. TTNP, PubCo and TalenTec have not had any historical relationship prior to the Transactions, thus preparation of the accompanying pro forma financial information did not require any adjustments with respect to such activities.

The unaudited pro forma condensed combined financial information has been presented to provide relevant information necessary for an understanding of the Combined Company subsequent to completion of the Transactions. However, the unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results and financial position that would have been achieved had the Transactions occurred on the dates indicated, and does not reflect adjustments for any anticipated synergies, operating efficiencies, tax savings or cost savings. The pro forma adjustments represent estimates based on information available as of the dates of the unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available. Assumptions and estimates underlying the pro forma adjustments set forth in the unaudited pro forma condensed combined financial information are described in the accompanying notes. The actual financial position and results of operations of the Combined Company subsequent to consummation of the Transactions may differ significantly from the pro forma amounts reflected herein.

(In U.S. dollars thousands, except for share and per share data, or otherwise noted)

See accompanying notes to the unaudited pro forma condensed combined financial information.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(In U.S. dollars thousands, except for share and per share data, or otherwise noted)

See accompanying notes to the unaudited pro forma condensed combined financial information.

The transaction between TTNP, PubCo and TalenTec is accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, TTNP is treated as the acquired company for financial reporting purposes, and TalenTec is treated as the accounting acquirer. The transaction is treated as the equivalent of TalenTec issuing stock for the net assets of TTNP, accompanied by a recapitalization. The net assets of TTNP are stated at historical cost, with no goodwill or intangible assets recorded. Operations prior to the transaction are those of TalenTec.

The unaudited pro forma condensed combined balance sheet assumes that the Transactions were completed on January 31, 2025. The unaudited pro forma condensed combined statements of operations for the six months ended January 31, 2025 and for the year ended July 31, 2024 give pro forma effect to the Transactions as if they had occurred on August 1, 2023. Non-recurring pro forma adjustments that impact the pro forma income of the Combined Company have been recorded to the pro forma condensed combined statement of operations for the six months ended January 31, 2025 and for the year ended July 31, 2024, as the Transactions are assumed to have occurred on August 1, 2023 for purposes of presenting pro forma income statement information.

TTNP has a fiscal year end of December 31, while TalenTec has a fiscal year end of July 31, accordingly the most recent period ended balance sheet date for TTNP is March 31, 2025 and for TalenTec is January 31, 2025. As TalenTec has been determined to be the accounting acquirer, its latest balance sheet date was used for pro forma presentation (January 31, 2025) and their prior fiscal year end was used for prior annual period presentation. According to SEC Regulation S-X, when the acquiree’s year end is more than one quarter different than the registrant’s year end, the acquirer combines its annual income statement with the acquiree’s for a 12-month period that ends within one quarter of the registrant’s year end. Accordingly, in the pro forma financial statements the following periods have been combined:

The unaudited pro forma condensed combined financial information was derived from, and should be read in conjunction with, the following historical financial statements and the accompanying notes:

The unaudited pro forma condensed combined financial information does not give effect to any management adjustments or anticipated synergies, operating efficiencies, cost savings or other benefits that may result from consummation of the Transactions. The pro forma adjustments are based on currently available information and certain assumptions and methodologies believed to be reasonable under the circumstances. Management has made significant estimates and assumptions in its determination of the pro forma adjustments and, accordingly, actual amounts may differ materially from the information presented. However, management believes that its assumptions and estimates provide a reasonable basis for presenting all of the significant effects of the Transactions based on information available to management at the time, and the pro forma adjustments give appropriate effect to those assumptions and are applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position of the Combined Company would have been had the Transactions taken place on the dates indicated, nor is the information indicative of the future consolidated results of operations or financial position of the Combined Company.

Upon consummation of the Business Combination, management will perform a comprehensive review of the two entities’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of the Post-Combination Company. Based on its initial analysis, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.

The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:

The de-recognition of accumulated deficit of TTNP is determined as follows (in thousands):

The reconciliation to the adjustment to additional paid-in capital is determined as follows (in thousands):

NOTE 4. ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JANUARY 31, 2025

The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:

Given TalenTec’s history of net losses and valuation allowance, management assumed an effective tax rate of 0%. Therefore, the pro forma adjustments to the unaudited pro forma condensed combined statement of operations resulted in no additional income tax adjustment to the unaudited pro forma condensed combined financial information.

NOTE 5. ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE YEARS ENDED JULY 31, 2024

The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:

TTNP is furnishing this proxy statement/prospectus to its stockholders as part of the solicitation of proxies by the TTNP Board for use at the Special Meeting to be held on August 26, 2025 and at any adjournment or postponement thereof. This proxy statement/prospectus provides TTNP Stockholders with information they need to know to be able to vote or direct their vote to be cast at the Special Meeting.

The Special Meeting 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. You will be able to vote your shares and submit questions during the Special Meeting.

TTNP Stockholders are being asked to vote on the Business Combination Proposal, the Nasdaq Proposal, and the Adjournment Proposal.

You will be entitled to vote or direct votes to be cast at the Special Meeting if you owned shares of TTNP Common Stock at the close of business on July 18, 2025, which is the Record Date. You are entitled to one vote for each share of TTNP Common Stock that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 1,330,234 shares of TTNP Common Stock outstanding, of which 1,326,921 shares are TTNP Public Shares. Accordingly, to approve the Business Combination, 661,804, or approximately 49.89%, of the 1,326,921 TTNP Public Shares, must be voted in favor of the Business Combination to approve it.

Sire and TTNP 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. As a result, 661,804, or approximately 49.89% of the TTNP Public Shares to be voted in favor of the Business Combination in order to have the Business Combination approved.

A quorum of TTNP Stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority 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.

Broker non-votes will not be counted as present for the purposes of establishing a quorum and will have no effect on any of the Proposals.

The TTNP Board has determined that each of the Proposals presented in this proxy statement/prospectus is fair to and in the best interests of TTNP and its stockholders and has approved such Proposals. The TTNP Board recommends that stockholders vote “FOR” each of the Business Combination Proposal, the Nasdaq Proposal, and the Adjournment Proposal.

When you consider the recommendation of the TTNP Board in favor of approval of the Proposals, you should TalenTec in mind that the TTNP’s directors and officers have interests in the Business Combination that are different from or in addition to (or which may conflict with) your interests as a stockholder. These interests include, among other things:

For more information, see the section above titled “Summary of the Proxy Statement/Prospectus — Interests of Certain Persons in the Business Combination.”

Each share of TTNP Common Stock that you own in your name entitles you to one vote. If you are a record owner of your shares, there are two ways to vote your shares of TTNP Common Stock at the Special Meeting:

You Can Vote By Signing and Returning the Enclosed Proxy Card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the TTNP Board “FOR” Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, and the Adjournment Proposal (if presented). Votes received after a matter has been voted upon at the Special Meeting will not be counted.

If your TTNP Common Stock is held in an account at a brokerage firm, bank or other nominee, then you are the beneficial owner of shares held in “street name” and this proxy statement/prospectus is being sent to you by that broker, bank or other nominee. The broker, bank or other nominee holding your account is considered to be the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account by following the instructions that the broker, bank or other nominee provides you along with this proxy statement/prospectus. As a beneficial owner, if you wish to vote at the Special Meeting, you must get a proxy from the broker, bank or other nominee. Please see “— Attending the Special Meeting” below.

All TTNP Stockholders are cordially invited attend the Special Meeting in person.

If you are a record owner of your shares and you give a proxy, you may change or revoke it at any time before it is exercised by doing any one of the following:

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

If you have any questions, or need assistance in voting your shares of TTNP Common Stock, please contact TTNP’s transfer agent, which is assisting us in the solicitation of proxies:

The Special Meeting has been called only to consider the approval of the Business Combination Proposal, the Nasdaq Proposal and the Adjournment Proposal. Under the TTNP Bylaws, other than procedural matters incident to the conduct of the Special Meeting, no other matters may be considered at the Special Meeting if they are not included in this proxy statement/prospectus, which serves as the notice of the Special Meeting.

TTNP Stockholders do not have appraisal rights in connection with the Business Combination or the other proposals.

TTNP is soliciting proxies on behalf of the TTNP Board. This solicitation is being made by mail but also may be made by telephone, by facsimile, on the internet or in person. TTNP and its directors, officers and employees may also solicit proxies in person. TTNP will file with the SEC all scripts and other electronic communications as proxy soliciting materials. TTNP will bear the cost of the solicitation.

TTNP will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. TTNP will reimburse them for their reasonable expenses in connection with such efforts.

Holders of TTNP Common Stock are being asked to approve and adopt the Merger Agreement and the Business Combination. TTNP Stockholders should carefully read this proxy statement/prospectus in its entirety for more detailed information concerning the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus. Please see the section titled “— The Merger Agreement” below, for additional information and a summary of certain terms of the Merger Agreement. You are urged to carefully read the Merger Agreement in its entirety before voting on this Proposal.

Because TTNP is holding a stockholder vote on the Business Combination, TTNP may consummate the Business Combination only if it is approved by the affirmative vote of the holders of a majority of the issued and outstanding shares of TTNP Common Stock as of the Record Date for the Special Meeting.

The following is a summary of the material terms of the Merger Agreement. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus and is incorporated by reference into this proxy statement/prospectus. The Merger Agreement has been attached to this proxy statement/prospectus to provide you with information regarding its terms. It is not intended to provide any other factual information about TTNP, the Company or PubCo. The following description does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement. You should refer to the full text of the Merger Agreement for details of the Business Combination and the terms and conditions of the Merger Agreement. Any defined terms used in this summary but not defined in this summary or in the section titled “— Frequently Used Terms” shall have the meanings set forth in the Merger Agreement.

The Merger Agreement contains representations and warranties that TTNP, PubCo, and Merger Sub on the one hand, and TalenTec, on the other hand, have made to one another as of specific dates. These representations and warranties have been made for the benefit of the other parties to the Merger Agreement and are intended not as statements of fact but rather as a way of allocating the risk to one of the parties if those statements prove to be incorrect. In addition, the assertions embodied in the representations and warranties are qualified by information in Disclosure Letters exchanged by the parties in connection with signing the Merger Agreement. While the parties do not believe that these Disclosure Letters contain information required to be publicly disclosed under the applicable securities laws, other than information that has already been so disclosed, the Disclosure Letters do contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the attached Merger Agreement. Accordingly, you should not rely on the representations and warranties as current characterizations of factual information about TTNP, PubCo, Merger Sub, or the Company because they were made as of specific dates, are intended merely as a risk allocation mechanism between TTNP and the Company and are modified by the Disclosure Letters.

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 TTNP and Company in related transactions, as follows:

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 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 (the “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. Such 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.”

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 (iv) 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.

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 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.

Except for certain covenants and agreements contained in the TTNP 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).

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

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

At the Closing, PubCo, Mr. Dass and Mr. Chung will enter into a registration rights agreement in customary form and substance, pursuant to which, among other things, PubCo will agree to provide him 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.

The terms of the Business Combination are the result of arm’s-length negotiations between TTNP’s Special Committee and the Company. The following is a brief description of the background of these negotiations and the resulting Business Combination.

TTNP was incorporated as a Delaware corporation in 1992. Prior to the sale of assets that occurred in September 2023 (as described in the section titled “Titan Pharmaceuticals, Inc.”), 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. TTNP’s first product based on the ProNeura technology was Probuphine® (buprenorphine implant), which is approved in the United States, Canada and the European Union (“EU”) for the maintenance treatment of opioid use disorder in clinically stable patients taking 8 mg or less a day of oral buprenorphine. While Probuphine continues to be commercialized in the EU (as Sixmo™) by another company that had acquired the rights from TTNP, TTNP discontinued commercialization of the product in the United States during the fourth quarter of 2020 and subsequently sold the product in September 2023.

Following the election of the new directors at the Special Meeting, Dr. Marc Rubin, TTNP’s Executive Chairman, was replaced as TTNP’s principal executive officer by Mr. Lazar, who assumed the role of Chief Executive Officer. In December 2022, TTNP implemented additional cost reduction measures including a reduction in its workforce.

Following the appointment of Mr. Lazar and the other new directors to the TTNP Board, TTNP ramped up its exploration of strategic alternatives. Over the next several months, Mr. Lazar and other members of the TTNP Board introduced TTNP to multiple companies in a variety of industries, each of which was considering a reverse merger or other transaction with a listed company. These opportunities were extensively evaluated as potential strategic partners for TTNP, including an assessment of their business models, capital structure, and long-term growth potential. TTNP evaluated each potential target using specific selection criteria, which included companies with the strongest possible cash position, management team, and path toward viability as a continuing public company. The discussions with each of these potential strategic partners were led by Mr. Lazar, with assistance from Dr. Kate Beebe DeVarney, then President and Operating Officer and member of the TTNP Board, and the other TTNP Board members. Throughout the process, Mr. Lazar kept the TTNP Board closely apprised of all conversations with potential strategic partners, prioritizing these efforts during TTNP Board calls occurring almost weekly. As a result, TTNP received a multitude of preliminary, non-disclosure and non-binding term sheets with certain potential strategic partners, each of which is noted below. These non-binding term sheets contained standard confidentiality and valuation methodology provisions, and were executed predominantly for the purpose of exchanging information during due diligence. TTNP did not provide any potential strategic partner with material non-public information. Of the potential transactions considered (other than TalenTec), two term sheets were executed. The strategic alternative opportunities were predominantly sourced and introduced to TTNP directly by Mr. Lazar, and TTNP did not consider any other opportunities other than those described herein.

In August 2022, Mr. Lazar engaged in discussions with Company A, an American automobile manufacturer, regarding a potential reverse merger transaction. On August 16, 2022, Company A’s senior management made a presentation to the TTNP Board regarding Company A’s business and the terms of a potential reverse merger. Members of the TTNP Board including Eric Greenberg, Matthew McMurdo and Avraham Ben-Tzvi met with Company A’s management and automotive development teams over the next week at an auto show in California, and the parties subsequently negotiated a draft non-binding letter of intent regarding a reverse merger. At a meeting of the TTNP Board on August 22, 2022, the TTNP Board voted to approve the non-binding letter of intent with Company A. In the weeks following the execution of the letter of intent, TTNP continued to negotiate with Company A regarding a potential transaction. However, prior to the meeting of the TTNP Board on September 6, 2022, Company A’s management advised Mr. Lazar that Company A was no longer interested in pursuing a transaction.

During this time, Mr. Lazar also engaged in preliminary discussions with the management teams of certain other automakers based in Asia. After initial discussions with a Hong Kong-based financial consultant who had provided one such introduction, the TTNP Board determined that this particular opportunity was not viable. In September 2022, Mr. Lazar introduced TTNP to Company B, an electric vehicle and battery production company based in Asia with which several members of the TTNP Board had an existing business relationship. However, TTNP was unable to negotiate a favorable term sheet with Company B, and negotiations stalled out over the ensuing months.

On September 15, 2022, Mr. Lazar introduced the TTNP Board at a meeting to the chairman and chief executive officer of Company C, an automaker focused on the development of flying cars. At the meeting, Company C’s management engaged in extensive discussions with the TTNP Board regarding Company C’s business model and technologies and the terms of a potential transaction. Over the next few weeks, the TTNP Board reviewed due diligence materials provided by Company C and discussed possible structures for a strategic transaction. On September 28, 2022, senior management of Company C again met with the TTNP Board to discuss the potential deal terms, due diligence materials, and the details of a potential term sheet. Following the meeting, TTNP began drafting a term sheet and Company C furnished certain financial information regarding its recent business operations. On September 29, 2022, the TTNP Board met to discuss the status of term sheet negotiations with Company C. Over the next several weeks, Mr. Lazar remained in contact with Company C. However, on November 16, 2022, Mr. Lazar advised the TTNP Board that Company C had returned with a counteroffer that TTNP deemed to be insufficient, and TTNP subsequently ceased discussions with Company C.

On October 3, 2022, the TTNP Board met with Company D, a Dubai-based flying car company, to discuss a potential reverse merger transaction. At the TTNP Board meeting, Company D’s management team presented to the TTNP Board regarding its business history, growth strategy, and vision for a strategic partnership with TTNP. The TTNP Board subsequently negotiated a non-binding letter of intent with Company D over the next several weeks. Members of the TTNP Board met with Company D senior management in the Netherlands during November 2022 and subsequently entered into a non-binding letter of intent to continue exploring a reverse merger transaction. TTNP engaged with Company D over the next several months, including meetings with Company D and potential investors in Dubai during February 2023. However, due to Company D’s inability to produce audited financial statements and a valuation that the TTNP Board deemed to be too high, discussions regarding the proposed terms ended and did not culminate in a transaction.

In October 2022, Mr. Lazar introduced TTNP to Company E, an automaker focused on the development of a solar electric vehicle. Company E’s senior management presented to the TTNP Board on November 3, 2022 regarding its business operations, the solar vehicle prototype, and the economic terms of a proposed strategic alternative transaction. TTNP and Company E exchanged drafts of a non-binding term sheet over the next few weeks, but the parties ultimately decided to pursue other opportunities.

On November 3, 2022, the TTNP Board met with the senior management team of Company F, a dairy farm that produces pasteurized dairy cow milk designated as “certified humane.” After engaging in preliminary discussions, TTNP and Company F mutually agreed that a transaction was not in the best interest of either party.

On April 5, 2023, TTNP received a notice from Nasdaq that its stockholders’ equity as reported in TTNP’s Annual Report on Form 10-K for the period ended December 31, 2022 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 response to the notice, TTNP submitted a compliance plan and was granted an additional 180-day period to regain compliance with Nasdaq Listing Rule 5550(b)(1). TTNP subsequently began considering investment and other financing arrangements in order to regain compliance with the Nasdaq stockholders’ equity requirement.

On April 19, 2023, Mr. Lazar introduced the TTNP Board to an investor consortium that explained that it had been approached by a wound care and pain management company seeking to go public and monetize its corporation, and presented a potential business combination transaction between this company and TTNP. However, no agreement on a term sheet was reached.

On April 27, 2023, the TTNP Board met with a private investor who had a former business relationship with one of TTNP’s Board members. The investor presented a proposal to reverse merge TTNP with several wireless charging companies that he had acquired, with the resulting company being listed on Nasdaq. However, the parties never agreed on a term sheet and did not move forward.

In April 2023, Mr. Lazar and Dr. DeVarney engaged in preliminary discussions with Company G, a pharmaceutical company based in Shenzhen that was interested in acquiring TTNP. Over the next few weeks, Company G performed due diligence on TTNP, but the parties ultimately decided to pursue other opportunities.

In April 2023, Jesus Hoyos of ARC Group introduced TTNP to an investor consortium based in Malaysia that wanted to explore a reverse merger transaction between TTNP and a Malaysian gaming company. Members of the TTNP Board engaged in discussions with the company over the next several weeks. Though these discussions ultimately did not result in the negotiation of a strategic alternative transaction, Mr. Lazar would later sell his ownership stake in TTNP to Choong Choon Hau, a member of the consortium, on June 21, 2023. Also during April 2023, Mr. Hoyos introduced the Company to Sire, which was interested in completing a PIPE investment into the Company. Discussions with Sire regarding a PIPE transaction continued over the next several months.

Beginning in July 2023, TTNP engaged in discussions with Company H, a quantum technology company. On August 2, 2023, senior management from Company H met with TTNP to discuss the terms of a potential reverse merger transaction. However, the companies ultimately could not reach an agreement on the amount of capital that Company H would contribute, and mutually decided to seek other opportunities.

In August 2023, TTNP was introduced to Company I by Ritesh Veera, but ultimately did not decide to pursue a transaction due to difficulties faced by that company in obtaining financing.

On September 13, 2023, TTNP entered into a Securities Purchase Agreement (the “Sire Purchase Agreement”) with Sire, pursuant to which TTNP issued 950,000 shares of TTNP Series AA Preferred Stock to Sire at a price of $10.00 per share, for an aggregate purchase price of $9,500,000 (the “2023 Private Placement”). As a result of the 2023 Private Placement, TTNP regained compliance with Nasdaq Listing Rule 5550(b)(1).

In connection with the 2023 Private Placement, and pursuant to the terms set forth in the Sire Purchase Agreement, Mr. Lazar and Peter Chasey submitted their resignations from the TTNP Board, effective immediately upon the appointment of two replacement directors to fill the vacancies. Mr. Lazar remained with TTNP as Chief Executive Officer. On October 9, 2023, pursuant to the recommendation of the Nominating and Governance Committee of the TTNP Board, (i) Seow Gim Shen, who was the Chief Executive Officer and sole owner of Sire, at that time, was appointed to the TTNP Board as an interested director and as the Chairman of the TTNP Board and (ii) Brynner Chiam was appointed to the TTNP Board as an independent director.

In October 2023, Mr. Seow and Mr. Chiam began discussions with TalenTec, a Malaysian company doing business in the information technology sector, of which Mr. Seow was a related party, regarding a potential reverse merger transaction with TTNP. On October 26, 2023, Mr. Chiam presented to the TTNP Board regarding this opportunity for the first time, noting that TalenTec was in the process of commencing a PCAOB audit, a process that was expected to take at least eight weeks. Mr. Seow and Mr. Chiam continued to update the TTNP Board regarding the status of negotiations with TalenTec at TTNP Board meetings over the next several months.

In November 2023, Mr. Lazar, as Chief Executive Officer of TTNP, began engaging with Company J, a “virtual utility” providing solutions for power generation and distribution, regarding a strategic alternative transaction with TTNP. On November 16, 2023, executives from Company J met with the TTNP Board and provided an overview of their business model and cash situation and expressed interest in pursuing a reverse merger with TTNP.

During November and December 2023, TTNP continued to explore potential transactions with both TalenTec and Company J, with discussions occurring at weekly TTNP Board meetings. On January 3, 2024, Mr. Chiam presented the TTNP Board with a proposed term sheet for a reverse merger transaction with TalenTec, and the TTNP Board provided Mr. Chiam with comments and suggestions for negotiated terms, including with respect to the proposed valuation. On January 11, 2024, Mr. Chiam advised that TalenTec had agreed to substantially increase the valuation of TTNP in line with other strategic alternative opportunities that had been reviewed by the TTNP Board, which the TTNP Board viewed as a positive development. On February 13, 2024, the Audit Committee of the TTNP Board met with Enrome LLP, the proposed auditor for TalenTec, to discuss its background and qualifications of auditing companies and transactions of this nature. At a TTNP Board meeting on February 20, 2024, David Natan, the chairman of the Audit Committee, stated that the Audit Committee was still not comfortable with the valuation of the proposed transaction at that time.

During March 2024, TTNP focused on finalizing its Annual Report on Form 10-K and continued to negotiate and evaluate the potential transactions with both Company J and TalenTec. After TTNP filed its Form 10-K, at a TTNP Board meeting on April 2, 2024, TTNP (i) accepted the resignations of Eric Greenberg, Matthew C. McMurdo and David Natan as directors of TTNP and Dr. DeVarney as director and President 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. Avraham Ben-Tzvi agreed to remain on the TTNP Board as an independent director. The resignations of Messrs. Greenberg, McMurdo and Natan and Dr. DeVarney were effective immediately and were not the result of any disagreements with TTNP relating to TTNP’s operations, policies or practices.

On April 25, 2024, the TTNP Board formed a special committee comprised of the TTNP independent directors, Brynner Chiam, Firdauz Edmin Bin Mokhtar and Francisco Osvaldo Flores García, for purposes of evaluating and recommending TTNP’s entry into the proposed reverse merger transaction with TalenTec. At a meeting on May 3, 2024, the Special Committee recommended, and the TTNP Board approved, the entry into a non-binding letter of intent for the reverse merger of TalenTec and TTNP.

Following the execution of the letter of intent with TalenTec, an initial draft definitive merger agreement was prepared by Loeb & Loeb LLP, TalenTec’s counsel, and distributed to Olshan Frome Wolosky LLP, TTNP’s counsel, TTNP and TalenTec on May 28, 2024. During the weeks that followed the execution of the letter of intent, both TTNP and TalenTec conducted comprehensive due diligence on each other’s businesses, including an evaluation of each company’s capitalization table in order to confirm the specific terms of a fully-diluted merger. TalenTec and TTNP were mutually committed to the swift completion of the transaction. The initial draft of the Merger Agreement constituted what the parties viewed as a “middle of the road” transaction agreement based on precedent document that counsels had prescreened. The primary terms in the Merger Agreement that were negotiated were the exchange ratios of TTNP and TalenTec shares, respectively, for PubCo Ordinary Shares, the scope of representations and warranties, the treatment of outstanding TTNP employee stock options and warrants, and the inclusion of a “go-shop” or majority-of-the-minority provision.

On June 18, 2024, the TTNP Board met to discuss the status of negotiations regarding the Merger Agreement, and specifically discussed the treatment of outstanding warrants and options. The TTNP Board met again on July 9, 2024 to further discuss the Merger Agreement as well as the status of the Fairness Opinion being prepared in connection with the transaction. On July 18, 2024, the TTNP Board met to discuss the draft Merger Agreement, focusing on the negotiation of a “go-shop” provision and determining ultimately to proceed without such provision. On July 25, 2024, the TTNP Board met to discuss the calculation of the exchange ratio in the Merger Agreement as well as the status of TalenTec’s latest financial reports.

Following the delivery of TalenTec’s latest financial reports for the quarters ended April 30, 2024 and 2023, on July 31, 2024, the parties finally negotiated the exchange ratio, or the number of shares that will be issued to each of the shareholders of each of TTNP and TalenTec upon completion of the Business Combination. Following multiple rounds of discussions between counsels for TTNP and TalenTec, the parties agreed to calculate the Company Exchange Ratio (as defined in the Merger Agreement) using TTNP’s VWAP stock price as of July 30, 2024 of $5.46 per share, resulting in a Company Exchange Ratio of 8.524. At a meeting on August 7, 2024, the TTNP Board determined that the proposed Company Exchange Ratio was reasonable and fair.

The TTNP Board engaged King Kee to furnish an opinion regarding the fairness to TTNP’s unaffiliated stockholders of the transaction consideration, which opinion was delivered to the TTNP Board on August 16, 2024. A final definitive Merger Agreement was circulated to TTNP’s and TalenTec’s boards of directors on August 15, 2024 and the boards of directors of both TTNP and TalenTec separately met and unanimously authorized and approved the definitive Merger Agreement on August 16, 2024. The Merger Agreement was executed on August 19, 2024 and a joint press release announcing the execution of the Merger Agreement was issued the same day. Consistent communication between TTNP’s and TalenTec’s management teams continued thereafter as follow-up due diligence was performed to assess the funding needs for the combined company.

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 the 2022 Special Meeting. The exploration and evaluation of possible strategic alternatives by the TTNP Board continued following the Special Meeting. As described further under “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 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 that would provide new growth opportunities and additional scale and exploration of potential sale opportunities.

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 Mr. Seow, at the time, was TTNP’s Chairman and Chief Executive Officer (since resigned) and was (but is no longer) a principal shareholder of TalenTec, the Special Committee subsequently determined to obtain an opinion from an outside party regarding the fairness to TTNP’s unaffiliated stockholders of the transaction consideration (the “Fairness Opinion”). 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 King Kee’s 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. 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 titled: “The Business Combination Proposal – Opinion of TTNP’s Advisory Firm”. 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 also considered a variety of risks and potentially negative factors in connection with the approval of the Business Combination, including, but not limited to the following:

The foregoing discussion of the factors considered by the TTNP Board is not exhaustive and is intended only to reflect the principal factors considered by the TTNP Board. In view of the wide variety of factors considered by the TTNP Board in connection with its evaluation of the Business Combination and the complexity of these matters, the TTNP Board did not consider it practical to, and it did not attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. In consideration of the factors described above and the other factors, individual members of the TTNP Board may have viewed factors differently or given different weights to these factors.

Prior to TTNP Board’s approval of the Business Combination on August 16, 2024, the Company provided the TTNP Board with internally prepared forecasts for each of the years ending July 31, 2023 through 2026. TalenTec does not as a matter of course make public forecasts as to future results. This prospective financial information was not prepared with a view toward compliance with International Financial Reporting Standards or U.S. GAAP, the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The prospective financial and operating information were prepared solely for internal use, capital budgeting and other management purposes. The forecasts are subjective in many respects and therefore susceptible to varying interpretations and the need for periodic revision based on actual experience and business developments. The forecasts reflects the best available estimates and judgments, and presents, to the best of the Company’s management’s knowledge and belief, the expected course of action and the expected future performance of the Company at the time. This information should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the prospective information for it may be materially different from actual results. Please also see “Cautionary Note Regarding Forward-Looking Statements.”

The projections reflect numerous estimates and assumptions with respect to general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to TalenTec’s business, all of which are difficult to predict and subject to change and many of which are beyond the Company and TTNP’s control. The projections are forward-looking statements that are inherently subject to significant uncertainties and contingencies, many of which are beyond the Company’s control. See “Risk Factors,” “The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Cautionary Note Regarding Forward-Looking Statements.” As a result, there can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected. Since the projections cover multiple years, such information by its nature becomes less reliable with each successive year. These financial projections are subjective in many respects and thus are subject to multiple interpretations and periodic revisions based on actual experience and business developments. You are encouraged to review the Company’s financial statements included in this proxy statement/prospectus as well as the section titled “Selected Historical Consolidated Financial and Data of the Company,” “Selected Unaudited Pro Forma Condensed Combined Financial Information,” and “The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement/prospectus.

Neither TTNP nor the Company’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information. Nonetheless, a summary of the projections is provided in this proxy statement/prospectus because they were made available to the TTNP Board in connection with their review of the proposed transaction.

EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE FEDERAL SECURITIES LAWS, BY INCLUDING IN THIS PROXY STATEMENT/PROSPECTUS, A SUMMARY OF THE PROJECTIONS FOR THE COMPANY, NEITHER TTNP NOR THE COMPANY UNDERTAKES ANY OBLIGATIONS, AND EACH EXPRESSLY DISCLAIMS ANY RESPONSIBILITY TO UPDATE OR REVISE, OR PUBLICLY DISCLOSE ANY UPDATE OR REVISION TO, THESE PROJECTIONS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION OF THESE PROJECTIONS.

The key elements of the projections provided to and relied upon by the TTNP Board for purposes of its financial analyses and approval, are summarized in the tables in the following sections:

As a privately held company, TalenTec does not, as a matter of course, make public projections as to future revenues, earnings, or other results. However, in connection with TTNP’s due diligence and consideration of the potential Business Combination with TalenTec, TalenTec’s management provided TTNP with revised internally prepared financial forecasts for the fiscal years, 2024, 2025 and 2026.

TalenTec prepared the below projections (the “Projections”) and believes that the forecasts and assumptions described below were reasonable at the time that such Projections were prepared, given the information TalenTec had at that time. The Projections were reviewed and considered by TTNP’s board members.

The Projections were prepared based on certain facts known and assumptions made by TalenTec management with respect to general business, economic, market, regulatory and financial conditions and other factors, all of which are difficult to predict with any reliable degree of certainty, and many of which are beyond TalenTec’s control. However, TalenTec’s management and board judged that the assumptions underlying the Projections were reasonable, given their understanding of the business environment at the time, the plan to complete the Business Combination, and the demonstrated ability of TalenTec’s management team. The assumptions and estimates underlying the Projections are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from the Projections, among other things, to risks and uncertainties set forth under “Risk Factors” and “Cautionary Notes Regarding Forward-Looking Statements” contained elsewhere in this proxy statement/prospectus.

Below are a summary of the Projections used in King Kee’s report and the assumptions on which they are based.

Note: Actual fiscal 2024 revenue was US$2,124,496, 2% greater than 2023 revenue.

According to M&M Research, the growth rate of Global Human Capital Management SaaS Market is expected to rise from the current US$21.02Bn to US$33.53Bn by 2029, a 6.9% increase during the forecast period. To align with this industry trend, the Company is transitioning its sales and marketing focus towards acquiring more SaaS subscriptions customers. Based on the Company Group’s experience in the last three years, 80% of new customer acquisitions are derived from SaaS subscription services. Meanwhile, with the Company’s high on-premise customer retention rates of 96% in 2022, 92% in 2023, and 95% in 2024, the Company intends to generate steady annual revenue through services other than SaaS subscriptions, especially with a planned expansion of the Company’s sales and delivery team from thirty-four personnel as of July 31 2024, to forty-six by July 31, 2025 and fifty-four by July 31, 2026, to meet anticipated demand from existing and future customers.

1. Hospitality Industry Expansion: Southeast Asia is leading the charge in the hospitality industry’s post-pandemic recovery, setting a strong growth trajectory for the region. 77% of hotels in the Asia-Pacific, particularly in Southeast Asia, are projecting higher occupancy levels for 2024. Malaysia’s hotel market revenue is expected to reach US$1.30 billion in 2024, with a forecasted compound annual growth rate of 3.98%, resulting in a projected market volume of US$1.58 billion by 2029. One of the leading hotel chains has been TalenTec’s customer since 2018, and TalenTec has been providing services to approximately 50% of the properties of this hotel chain in Malaysia. With the hospitality industry’s post-pandemic growth and TalenTec’s network and experience serving the hospitality business, TalenTec expects to begin service to the chain’s properties in Singapore, Indonesia, and Vietnam in 2025 and 2026.

2. Customer Demand Expansion: Based on customer feedback provided to TalenTec’s sales team in Malaysia, 30% of TalenTec’s on-premise customers plan to expand their infrastructure, upgrade software, and increase service consumption over the next year. With the demand increasing from their on-premise customers, TalenTec is expecting the revenue generated from licensing services and maintenance services to increase by 65% and 43% for the fiscal years 2025 and 2026, respectively. Around 35% of on-premises customers are transitioning to hybrid solutions, combining on-premise and SaaS offerings. With more customers adapting hybrid solutions, the demand for SaaS subscription and implementation services should increase accordingly. TalenTec is expecting revenue generated from customers’ adopting the Company’s hybrid solutions to increase for 52% and 75% for the fiscal years 2025 and 2026, respectively.

3. New Customers Acquisition: Industry analysis by Statista indicates that revenue in the SaaS market in Malaysia is expected to show compounded annual growth rate (CAGR 2024-2029) of 21.73%, resulting in market volume of US$1.39 billion by 2029. Management expects the estimated growth will bring opportunities for TalenTec to strengthen its market presence and expand its customer base in Malaysia. To leverage this potential, TalenTec plans to increase domestic and international selling and marketing activities to expand awareness of the Company’s brand and service offerings, especially the SaaS subscription services, which the Company expects will result in incremental data consumption from software usage and increases in adjacent services. The revenue generated from SaaS subscription services are driven from application modules subscribed. Increased data consumption would lead to additional charges on the SaaS modules, which would directly increase their revenue.

In connection with its consideration of the Merger Agreement, the TTNP Board and Special Committee engaged King Kee to provide TTNP Board and Special Committee with an opinion as to the financial fairness to TTNP’s unaffiliated stockholders of the consideration to be paid pursuant to the Business Combination. Such engagement was entered into pursuant to the terms of an initial engagement letter dated June 3, 2024.

King Kee rendered an opinion to TTNP’s Board and Special Committee and subsequently confirmed in writing by delivery of King Kee’s Fairness Opinion, based upon and subject to suppositions, limitations, qualifications and other matters considered with relation to the preparation of the opinion, to the effect that the consideration to be issued to the shareholders of TalenTec in the proposed Business Combination is fair, from the financial standpoint to the unaffiliated stockholders of TTNP.

King Kee understands that TTNP has entered into a Merger Agreement with PubCo, TTNP, Merger Sub, and TalenTec, whereby PubCo proposes to acquire 100% of the outstanding equity of each of TTNP and TalenTec, with the total value of consideration to TalenTec Shareholders of $27 million. King Kee conducted an independent investigation and analysis to express an independent opinion on the market value of 100% of TalenTec’s enterprise value as of April 30, 2024 (“Valuation Date”). The Fairness Opinion was dated August 16, 2024 (“Date of Opinion”).

The Fairness Opinion was directed to TTNP’s Board and Special Committee addressing only the financial fairness to TTNP’s unaffiliated stockholders of the consideration issuable to TalenTec shareholders pursuant to the Share Exchange Agreement (“Exchange Consideration”) in connection with the Merger Agreement, which amount was initially determined by TalenTec. The opinion did not address any other terms, aspects or implications of the Business Combination, or any agreements, arrangements or understandings entered into in connection with the Business Combination. The summary of the Fairness Opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of King Kee’s written opinion, which is attached as Annex C to this proxy statement/prospectus and is incorporated herein by reference. The Fairness Opinion describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by King Kee in connection with the preparation of its opinion.

King Kee’s statements do not constitute, advice or a recommendation to the TTNP Board, TalenTec or any security holder as to how to act or vote on any matter relating to the TTNP Merger or otherwise.

King Kee’s opinion was based on financial, economic, market and other conditions as in effect on, and the information made available to King Kee, as of the Date of Opinion. Such information is included and assumed in the Projections. King Kee’s opinion does not take into account changes in circumstances or information coming to its attention after the date of its opinion and, therefore, does not take into account any updates made in relation to the Projections. King Kee did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion.

In connection with rendering its opinion, King Kee has reviewed and relied upon, among other things, the following:

1. Certain files submitted by TalenTec, including technical reports relating to TalenTec, resource properties, annual reports, material change reports, management information and interim financial statements;

2. The financial terms, to the extent they are publicly available, of certain transactions of a nature comparable to the proposed Business Combination that King Kee considered to be relevant;

3. Certain public filings and other publicly available information of companies comparable in nature to the Company that King Kee considered to be relevant;

4. Discussions with members of TalenTec management where the proposed Business Combination, the financial condition of TalenTec, and certain other matters King Kee believed necessary or appropriate for the purpose of rendering the opinion were discussed;

6. Such other information, analyses, investigations and discussions as King Kee considered necessary or appropriate in the circumstances.

King Kee’s analysis is based on data and information furnished by TalenTec management, which includes, but not limited to, the following:

1. Financial reports of the Company as of and for the years ended 31 July 2022 and 2023, and six and nine months ended 31 January 2024, and 30 April 2024, respectively;

2. Certain forward-looking information related to the Company, including the Projections, prepared by the Company’s management; and

3. Other operational and market information in relation to the Company’s business.

King Kee also discussed and examined other operational and business information through interviews with relevant senior management. King Kee relied significantly on this information to form its opinion of value. It assumed that the data obtained during the valuation, along with the opinions and representations provided by the Company, were true and accurate.

King Kee also conducted research using various sources including government statistics and other publications to verify the reasonableness and fairness of information provided, and King Kee believed that the information is reasonable and reliable.

In preparing its opinion, King Kee relied upon and assumed the accuracy and completeness of all financial and accounting as well as other relevant information King Kee reviewed, and King Kee has not assumed any responsibility for the independent verification of, nor independently verified, any of such information. With respect to the Projections and other financial information provided to King Kee, King Kee assumed that they were reasonably prepared in good faith on a basis reflecting the best currently available estimates and judgments of the applicable parties who prepared them. King Kee used the Projections in performing its analyses and in arriving at its opinion. King Kee assumed no responsibility for and expressed no opinion on the assumptions, estimates, and judgments on which such forecasts, including the Projections, interim financial statements, pro forma financial statements and other financial information were based. In addition, King Kee was not requested to make, and did not make, an independent evaluation or appraisal of the assets or liabilities (contingent, derivative, off-balance sheet or otherwise) of TalenTec or its subsidiary, nor was King Kee furnished with any such evaluations or appraisals. With regard to the information provided to King Kee by TalenTec, King Kee relied upon the assurances of TTNP that it was unaware of any facts or circumstances that would make such information materially incomplete or misleading. King Kee also assumed that there has been no material change in assets, liabilities, business, condition (financial or otherwise), results of operations or prospects of TalenTec since the date of the most recent financial information was made available to King Kee. King Kee also assumed that in the course of obtaining any necessary regulatory and third-party consents, approvals and agreements for the Business Combination, no modification, delay, limitation, restriction or condition would be imposed that would have an adverse effect on TalenTec, TTNP or the Business Combination.

King Kee relied upon the assumption that the Business Combination would be consummated in a manner that complies in all respects with all applicable U.S. federal and state and Malaysian or other applicable statutes, rules and regulations. King Kee’s opinion was necessarily based on financial, economic, market and other conditions as they existed on the Valuation Date and the information made available to King Kee. Although subsequent developments may affect King Kee’s opinion, King Kee has no obligation to update, revise or reaffirm its opinion.

King Kee’s opinion only addressed the fairness to TTNP’s unaffiliated stockholders, from a financial point of view, of the Exchange Consideration in connection with the Merger Agreement and did not address any other terms, aspects or implications of the Business Combination, or any other agreements, arrangements or understandings entered into in connection with the Business Combination or otherwise. In addition, King Kee’s opinion did not address the relative merits of the Business Combination as compared to other transaction structures, transactions or business strategies that may have been available to TTNP or the TTNP Board or Special Committee of TTNP, nor did it address or constitute a recommendation regarding the decision of the TTNP Board or Special Committee of TTNP to unanimously recommend the Business Combination, or the decision of the TTNP Board or Special Committee of TTNP to authorize the execution of the Merger Agreement or engage in the Business Combination. King Kee’s opinion did not constitute advice or recommendation to the TTNP Board or Special Committee of TTNP, TalenTec or any security holder as to how it should act or vote on any matter relating to the Business Combination or otherwise. King Kee expressed no opinion as to what the market price or indicative value of TalenTec’s or TTNP’s stock would be after the announcement of the Business Combination. King Kee also expressed no opinion about the amount or nature of any compensation or equity arrangement to be given to TalenTec’s officers, director or employees, or class of such persons in connection with the Business Combination relative to the Exchange Consideration or otherwise.

Set forth below is a summary of financial analyses reviewed by King Kee with the TTNP Board as of the Date of Opinion in connection with rendering its opinion. The following summary, however, does not purport to be a complete description of the analyses performed by King Kee. The order of the analyses described, and the results of these analyses, do not represent relative importance or weight given to these analyses by King Kee. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before the Date of Opinion and is not necessarily indicative of the current market conditions.

The following summary of King Kee’s financial analyses includes information presented in tabular format. Several financial analyses were employed, and no one method of analysis should be regarded as critical to the overall conclusion reached. This summary is qualified in its entirety by reference to the full text of King Kee’s written opinion, which is attached as Annex C to this proxy statement/prospectus. While this summary describes certain of the analyses and factors that King Kee deemed material in its presentation to the Special Committee of TTNP, it is not a comprehensive description of all analyses and factors considered by King Kee. The preparation of a fairness opinion is a complex process that involves various determinations as to appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. Each of the analyses conducted was carried out to provide a particular perspective of the Exchange Consideration. In order to fully understand the analyses, the tables must be read together with the full text of each summary. The tables are not intended to stand alone and do not constitute complete analyses. Considering the tables below without considering the full narrative description of King Kee’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses. King Kee did not form a conclusion as to whether any individual analysis, when considered in isolation, supported or failed to support its opinion as to the fairness, from a financial point of view, to TTNP unaffiliated stockholders of the Exchange Consideration in connection with the Business Combination. In arriving at its opinion, King Kee did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, King Kee believes that its analyses must be considered as a whole and that selecting portions of its analyses and of the factors considered by it in rendering its opinion without considering all analyses and factors could create a misleading or incomplete view of the evaluation process underlying the opinion. The conclusion reached by King Kee was based on all analyses and factors taken as a whole, and also on the application of King Kee’s own experience and judgment.

The market approach involves comparing TalenTec to similar companies that are actively traded in secondary market, using those transaction prices as benchmarks. This approach provides a market-based perspective on the company’s value, reflecting how similar assets are valued in the open market.

The cost approach evaluates the value by considering the cost to reproduce or replace assets in new condition, using current market prices for similar assets. It accounts for depreciation or obsolescence due to physical, functional, or economic factors. This approach is most reliable for valuing assets without a known secondary market, though it doesn’t directly reflect the economic benefits provided by the asset.

The income approach converts expected periodic benefits of ownership into an indication of value. It is based on the principle that an informed buyer would pay no more for the project than the present worth of anticipated future benefits (income) from a similar project with a similar risk profile. This approach allows for the prospective valuation of future profits, supported by empirical and theoretical justifications for the present value of expected future cash flows. However, it relies on numerous assumptions over a long-time horizon, and the results can be sensitive to certain inputs, presenting only a single scenario.

In King Kee’s opinion, the cost approach is inappropriate for valuing the 100% enterprise value of TalenTec. The cost approach does not directly incorporate information about the economic benefits contributed by the enterprise value of TalenTec. King Kee therefore relied on the income approach in determining its opinion of value and confirming it using the market approach.

The application of an income approach technique is known as the discounted cash flow method to develop the future value of the business into a present market value. This method eliminates the discrepancy in time value of money by using a discount rate to reflect business risks, including intrinsic and extrinsic uncertainties in relation to the business. The market approach considers prices recently paid for similar assets, with adjustments made to market prices to reflect the condition and utility of the appraised assets relative to the market comparative. Assets for which there is an established secondary market may be valued by this approach. Benefits of using this approach include its simplicity, clarity, speed and the need for few or no assumptions. It also introduces objectivity in application as publicly available inputs are used.

To determine the required return on an investment of this type, King Kee utilized the capital assets price model, or CAPM. CAPM is widely accepted in the investment and financial analysis communities for the purpose of estimating a company’s required return on equity capital. In calculating the required return on equity, King Kee used the following metrics as of April 30, 2024: (i) an unlevered beta of 0.96, (ii) a debt-to-equity ratio of 15.6%, (iii) a tax rate of 24.0%, (iv) a levered beta of 1.07, (v) a risk-free rate of 4.3%, (vi) an equity risk premium of 6.4%, and (vii) a size premium of 3.0%. Using the foregoing metrics, King Kee determined that the cost of equity for the TalenTec Shares was 14.0%, and that the weighted average cost of capital was 12.7%.

Following the calculation of the weighted average cost of capital, King Kee then determined the terminal value of TalenTec, assuming that TalenTec will grow at a fixed long-term growth rate beyond the terminal year as it reaches its optimal operating structure. By applying a terminal multiple on the projected cash flows at the terminal year, King Kee derived the value of TalenTec beyond the projection period. The terminal multiple was derived using the Gordon Growth Model.

For purposes of its analyses, King Kee also reviewed a number of financial metrics including revenue, operating expenses, income taxes, capital expenditures (known as CAPEX), and working capital of TalenTec.

Based on discussions with management, revenue for the explicit forecast horizon is projected as below.

Based on discussions with management, COGS and operating expenses for the explicit forecast horizon are projected as below.

Based on discussions with management, income taxes are projected as below, with considering of the accumulated loss tax deduction. Company’s effective tax rate is 24% according to tax regulation.

Capital Expenditures (“CAPEX”) and Depreciation and Amortization Expense (“D&A) (in USD thousands):

Based on discussions with management, Capex and D&A are projected as below. The Company’s main fixed assets are office equipment and electronic equipment. King Kee assumes the Capex will be same as D&A in the terminal year, as Capex and D&A should not have any impact on Company’s cash flow when the Company operates stably.

In applying the market approach, King Kee analyzed financial data from guideline public companies (GPCs) with publicly traded equity securities. These companies were selected based on King Kee ‘s professional judgment and experience, considering their operations similar in certain respects to those of TalenTec.

The tables below set out the selection of companies The selection includes companies that:

The table below listed details of the comparable companies which are considered as fair and representative samples:

Based upon a comparison of the implied equity value for TTNP and the range of implied equity values for TalenTec, calculated pursuant to the analysis described above, King Kee calculated ranges of implied exchange ratios for the Proposed Transaction, excluding, in each case, transaction expenses and the impact of any synergies that may be realized as a result of the Business Combination. With respect to any given range of exchange ratios, the denominator is TTNP’s 30-day volume-weighted average share price (“VWAP”) as at the Date of Opinion, and the numerator is TalenTec’s per share price based on implied equity values of TalenTec, calculated pursuant to the analysis described above and its outstanding shares prior to the Proposed Transaction.

The total consideration payable to TTNP Stockholders is approximately $4.99 million based on the 30-day VWAP determined per above.

Based on the factors considered relevant, King Kee believes that the Exchange Consideration is fair, from a financial perspective, to the unaffiliated stockholders of TTNP’s as of August 16, 2024. King Kee has determined that the market value of the TalenTec shares ranged from $26,000,000 to $28,000,000 as of the Valuation Date.

King Kee is an internationally recognized independent valuation consulting firm that is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions and valuations for corporate and other purposes. TTNP selected King Kee to provide a fairness opinion on the basis of King Kee’s reputation, its independence (neither King Kee nor any of its affiliates had provided any services or advice with respect to the funding or management of the Company or the negotiation, structuring, or funding of the Business Combination), its experience in the preparation of delivery of fairness opinions in connection with merger and acquisition transactions of other companies and a non-contingent, fixed fee structure that was appropriate for a company of the Company’s size and for the size of the Business Combination. The fixed fee structure consisted of an aggregate payment of $30,000 (VAT included) for King Kee’s services, 50% of which was due upon appointment, 30% of which was due upon conclusion of the draft opinion, and 20% of which was due upon submission of the final fairness opinion.

King Kee is not entitled to any contingent fee upon the closing of the Business Combination. King Kee ‘s only role has been to provide the fairness opinion mentioned earlier. They have not provided any other services TTNP, TalenTec or any related parties. Over the past two years, there have been no material relationships between King Kee (or its affiliates) and TTNP, TalenTec or their affiliates. Additionally, no future relationships unrelated to the Business Combination are planned. King Kee’s analysis rests on several key assumptions that current management and operational strategies will continue without significant changes; no major shifts will occur in political, legal, or economic conditions; and the financial projections provided by TalenTec management are accurate. The Opinion is not a recommendation to TTNP or its stockholders with respect to whether or not to proceed to carry out the Business Combination or to the form or terms and conditions of the Business Combination.

Readers should be aware of the following risks which are believed could influence the assessment. Such risks can range from very subject specific factors to more systematic factors.

Various economic, political and social phenomena surrounding the subject items may change so as to affect King Kee’s opinion of value. International or nationwide policy and / or legislative changes that alter existing rights and obligations may directly or indirectly influence the subject items. Macroeconomic circumstances including inflation, interest rate fluctuations and existing and forecast levels of growth in the broader economy may also have an effect. Societal factors encompassing the perception and preferences of people in general may swing rendering the subject items more or less desirable and thus more or less valuable.

Phenomena within the physical environment can severely impact the factors of production and demand factors within an economy for the counterparty. The occurrence of natural disasters, resource depletion and variations in climate conditions may influence resource availability and prices for inputs on the supply side or may influence market access and preferences for products and services associated to the counterparty from end-user demand.

This valuation is premised in part on the historical financial information and projections provided by the management of the Company. King Kee has assumed accuracy of the information provided and relied to a considerable extent on such information in arriving at King Kee’s opinion of value. Although appropriate tests and analyses have been carried out to verify the reasonableness and fairness of the information provided, events and circumstances frequently do not occur as expected. Since projections relate to the future, there will usually be differences between projections and actual results and in some cases, those variances may be material. Accordingly, to the extent any of the abovementioned information requires adjustment; the resulting investment value may differ.

TTNP’s current officers and directors have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interest. These interests include:

The Business Combination is expected to be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, TalenTec will be considered the “acquiring” company for financial reporting purposes. This determination was primarily based on the TalenTec Shareholders’ expecting to have a majority of the voting power of PubCo, TalenTec’s senior management comprising all of the senior management of PubCo, the relative size of TalenTec compared to TTNP, and TalenTec’s operations comprising the ongoing operations of PubCo. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of TalenTec’s issuing stock for the net assets of TTNP, accompanied by a recapitalization. The net assets of TTNP will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of TalenTec. PubCo has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

For a discussion summarizing certain U.S. federal income tax considerations in connection with the Business Combination, please see section titled “Material U.S. Federal Income Tax Considerations of the Business Combination” of this proxy statement/prospectus.

The Business Combination Proposal (and consequently, the Merger Agreement and the Transactions contemplated thereby) will be approved and adopted only if the holders of at least a majority of the outstanding shares of TTNP Common Stock entitled to vote thereon vote “FOR” the Business Combination Proposal at the Special Meeting. To approve the Business Combination, 661,804, or approximately 49.89%, of the 1,326,921 TTNP Public Shares, must be voted in favor of the Business Combination approve it. Failure to vote by proxy or to vote at the Special Meeting or an abstention from voting will have the same effect as a vote “AGAINST” the Business Combination Proposal.

THE TTNP BOARD RECOMMENDS THAT TTNP STOCKHOLDERS VOTE “FOR” THE BUSINESS COMBINATION PROPOSAL.

We are proposing the Nasdaq Proposal in order to comply with Nasdaq Listing Rules 5635(a) and (b), and (d). Under Nasdaq Listing Rule 5635(a), stockholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering for cash and (A) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of PubCo Ordinary Shares (or securities convertible into or exercisable for PubCo Ordinary Shares); or (B) the PubCo Ordinary Shares to be issued is or will be equal to or in excess of 20% of the number of PubCo Ordinary Shares outstanding before the issuance of the shares or securities. Under Nasdaq Listing Rule 5635(b), stockholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control. Under Nasdaq Listing Rule 5635(d), stockholder approval is required for a transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of PubCo Ordinary Shares (or securities convertible into or exercisable for PubCo Ordinary Shares) at a price that is less than the lower of (i) the closing price immediately preceding the signing of the binding agreement or (ii) the average closing price of the PubCo Ordinary Shares for the five trading days immediately preceding the signing of the binding agreement, if the number of PubCo Ordinary Shares (or securities convertible into or exercisable for PubCo Ordinary Shares) to be issued equals to 20% or more of the PubCo Ordinary Shares, or 20% or more of the voting power, outstanding before the issuance.

In consideration of the Business Combination, PubCo will issue 4,943,920 PubCo Ordinary Shares to the shareholders of the Company. See “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement.” Because the number of PubCo Ordinary Shares anticipated to be issued as consideration in the Business Combination (1) will constitute more than 20% of PubCo Ordinary Shares outstanding and more than 20% of outstanding voting power prior to such issuance, and (2) will result in a change of control of TTNP, TTNP is required to obtain shareholder approval of such issuance pursuant to Nasdaq Listing Rules 5635(a) and (b).

If the Nasdaq Proposal is adopted, up to an aggregate of 7,210,800 PubCo Ordinary Shares may be issued in connection with the Business Combination,

The issuance of the PubCo Ordinary Shares described above would result in significant dilution to TTNP Stockholders, and result in TTNP Stockholders’ having a smaller percentage interest in the voting power, liquidation value and aggregate book value of the combined company.

The Nasdaq Proposal will be approved and adopted only if holders of at least a majority of the issued and outstanding shares present in person or represented by proxy and entitled to vote and voted at the Special Meeting vote “FOR” the Nasdaq Proposal.

The Nasdaq Proposal is conditioned on the approval of the Business Combination Proposal. If the Business Combination Proposal is not approved, the Nasdaq Proposal will have no effect even if approved by TTNP Stockholders. Because stockholder approval of the Nasdaq Proposal is a condition to completion of the Business Combination under the Merger Agreement, if the Nasdaq Proposal is not approved by TTNP Stockholders, the Business Combination will not occur.

THE TTNP BOARD RECOMMENDS THAT TTNP STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE NASDAQ PROPOSAL.

The Adjournment Proposal, if adopted, will allow the TTNP Board to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to TTNP Stockholders in the event that based upon the tabulated vote at the time of the Special Meeting there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal. In no event will the TTNP Board adjourn the Special Meeting or consummate the Business Combination beyond the date by which it may properly do so under the TTNP Charter and the DGCL.

If the Adjournment Proposal is not approved by TTNP Stockholders, the TTNP Board may not be able to adjourn the Special Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal.

The approval of the Adjournment Proposal requires the affirmative vote of the votes cast by the stockholders present or represented by proxy and entitled to vote thereon at the Special Meeting. Abstentions will have no effect on the Adjournment Proposal. Broker non-votes will have no effect with respect to the approval of the Adjournment Proposal. The Business Combination Proposal and the Nasdaq Proposal are not conditioned upon the approval of the Adjournment Proposal. The Adjournment Proposal is not conditioned upon the approval of any other Proposal.

THE TTNP BOARD RECOMMENDS THAT TTNP STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

TTNP was incorporated as a Delaware corporation in 1992. Prior to the sale of assets that occurred in September 2023 (as described below), 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.

TTNP’s first product based on the ProNeura technology was Probuphine® (buprenorphine implant), which is approved in the United States, Canada and the European Union (“EU”) for the maintenance treatment of opioid use disorder in clinically stable patients taking 8 mg or less a day of oral buprenorphine. While Probuphine continues to be commercialized in the EU (as Sixmo™) by another company that had acquired the rights from TTNP, TTNP discontinued commercialization of the product in the United States during the fourth quarter of 2020 and subsequently sold the product in September 2023.

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 June 2022, TTNP implemented a plan to reduce expenses and conserve capital that included a company-wide reduction in salaries and a scale back of certain operating expenses to enable TTNP to maintain sufficient resources as it pursued potential strategic alternatives. In July 2022, David Lazar and Activist Investing LLC (collectively, “Activist”) acquired an approximately 25% ownership interest in TTNP, filed a proxy statement and nominated six additional directors, each of whom was elected to the TTNP Board at the 2022 Special Meeting. The exploration and evaluation of possible strategic alternatives by the TTNP Board continued following the 2022 Special Meeting. Following the election of the new directors at the Special Meeting, Dr. Marc Rubin was replaced as TTNP’s Executive Chairman, and David Lazar assumed the role of Chief Executive Officer. In connection with the termination of his employment as Executive Chairman, Dr. Rubin received aggregate severance payments of approximately $0.4 million. In December 2022, TTNP implemented additional cost reduction measures including a reduction in its workforce. In June 2023, David Lazar sold his approximately 25% ownership interest in TTNP to Choong Choon Hau, an outside investor. Mr. Lazar remained TTNP’s Chief Executive Officer.

On September 1, 2023, (the “ProNeura Closing Date”), TTNP closed on the sale of certain ProNeura assets including its portfolio of drug addiction products and other early development programs based on the ProNeura drug delivery technology (collectively, the “ProNeura Assets”). In July 2023, TTNP entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Fedson, Inc., a Delaware corporation (“Fedson”) for the sale of the ProNeura Assets. TTNP’s addiction portfolio consisted of the Probuphine and Nalmefene implant programs. The ProNeura Assets constituted only a portion of TTNP’s assets. In August 2023, TTNP entered into an Amendment and Extension Agreement (the “Amendment”) to the Asset Purchase Agreement, pursuant to which Fedson agreed to purchase the ProNeura Assets for a purchase price of $2.0 million, consisting of (i) $500,000 in readily available funds, paid in full on the ProNeura Closing Date, (ii) $500,000 in the form of a promissory note due and payable on October 1, 2023 (the “Cash Note”) and (iii) $1,000,000 in the form of a promissory note due and payable on January 1, 2024 (the “Escrow Note”). TTNP will also be eligible to receive potential milestone payments of up to $50 million on future net sales of the products and certain royalties on future net sales of the products. As further consideration, Fedson assumed all liabilities related to a pending employment claim against TTNP. On the ProNeura Closing Date, Fedson delivered a written guaranty by a principal of Fedson of Fedson’s obligations under both the Cash Note and Escrow Note. The Cash Note included provisions, which Fedson has exercised, allowing Fedson to extend the payment of the Cash Note to November 1, 2023 and again to December 1, 2023 upon payment of $5,000 for each extension. The Cash Note and Escrow Note were paid in December 2023 and January 2024, respectively. TTNP received the funds from the escrow account in February 2024.

On September 13, 2023, TTNP entered into the Sire Purchase Agreement with Sire, pursuant to which TTNP issued 950,000 shares of TTNP Series AA Preferred Stock to Sire at a price of $10.00 per share, for an aggregate purchase price of $9,500,000. The purchase price consists of (i) $5 million in cash at closing and (ii) $4.5 million in the form of a promissory note from Sire, personally guaranteed by a principal of Sire, due and payable on September 23, 2023, which was fully repaid on that date. The terms, rights, obligations and preferences of the Series AA Preferred Stock are set forth in a Certificate of Designations, Preferences and Rights of Series AA Preferred Stock of TTNP (the “Series AA Certificate of Designations”), filed with the Secretary of State of the State of Delaware on September 13, 2023. Pursuant to the Sire Purchase Agreement, David Lazar and Peter Chasey submitted their resignations from the TTNP Board. On October 12, 2023, the TTNP Board elected Brynner Chiam and Seow Gim Shen to the TTNP Board, and Seow Gim Shen as Chairman. Following the election of Messrs. Chiam and Seow to the TTNP Board, TTNP continued to extensively evaluate potential strategic partners.

On April 2, 2024, Eric Greenberg, Matthew C. McMurdo and David Natan resigned from the TTNP Board, and each of David Lazar as Chief Executive Officer and Katherine Beebe DeVarney as President and Chief Operating Officer, resigned from TTNP. Mr. Seow Gim Shen was appointed Chief Executive Officer and Principal Financial Officer. Following the reconstitution of the TTNP Board, the TTNP Board formed a Special Committee for purposes of evaluating and recommending TTNP’s entry into the proposed Business Combination with TalenTec, culminating with TTNP’s entry into the Merger Agreement on August 19, 2024.

On August 19, 2024, we entered into the Merger Agreement. 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 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 Merger will be consummated.

Mr. Seow, who served as our Chairman of the Board and Chief Executive Officer, was Sire’s sole shareholder and owner of 47.4% of TalenTec’s outstanding shares. 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. Subsequently, Mr. Seow sold all 275,000 of his TalenTec shares to Mr. Danny Vincent Dass, and Mr. Seow sold all of his Sire shares to Mr. Chung, Sire owns 150,087 shares of TTNP Common Stock, or 14.1% of TTNP’s outstanding Common Stock, issued upon conversion of TTNP Series AA Preferred Stock, and additional Series AA Preferred Stock convertible, upon consummation of the Merger, into an additional 869,226 PubCo Ordinary Shares,

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 from the Listing Qualifications staff of Nasdaq notifying TTNP that its stockholders’ equity as reported in its 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.

On March 27, 2025, the TTNP Board appointed Gabriel Loh as an independent director. The TTNP Board determined that Mr. Loh is “independent” as defined under the relevant rules of the SEC and The Nasdaq Stock Market and appointed him to serve as a member of the Audit Committee.

In part to address the aforementioned stockholders’ equity deficiency, on March 29, 2025, TTNP entered into the BH Purchase Agreement with 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 terms, rights, obligations and preferences of the TTNP Series B Preferred Stock are set forth in the Series B Certificate of Designations. The closing of the Series B Private Placement occurred on April 11, 2025.

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 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 the Series C Certificate of Designations.

TTNP was incorporated under the laws of the State of Delaware in February 1992. TTNP’s address is 10 East 53rd Street, Suite 3001, New York, NY 10022-5064. TTNP’s telephone number is (650) 244-4990.

As of December 31, 2024, TTNP no longer had any full-time employees, but employs certain individuals on a contract basis.

If TTNP succeeds in effecting the Business Combination, in all likelihood, PubCo will face significant competition from the Company’s competitors. TTNP cannot assure you that, subsequent to the Business Combination, PubCo will have the resources or ability to compete effectively. Information regarding the competition the Company is facing is set forth in the sections titled “Information Related to the Company.”

There is no material litigation, arbitration or governmental proceeding currently pending or to TTNP’s knowledge, threatened against TTNP or any members of TTNP management team in their capacity as such.

Set forth below are the name, age and position and a brief account of the business experience of each of TTNP’s executive officers and directors:

Chay Weei Jye has served as the Chief Executive Officer of TTNP since December 2024. Mr. Chay has served as the Chief Technology Officer of Zchwantech, a privately held IT services and consulting company focused on the integration of IT-related products and services for companies inside and outside of Malaysia, since October 2021. Previously, Mr. Chay served as an Enterprise Domain Architect for Affin Bank Berhad from March 2021 to September 2021. In this role, Mr. Chay actively contributed as an IT lead on various request-for-proposal projects pertaining to human capital management, balance sheet management, group compliance, and finance/enterprise resource planning. From November 2019 to March 2021, he served as the Solutions Director for Sigma Info Analytics Data Sdn Bhd (“Sigma”), a Malaysian company in the information and communications technology sectors with a focus on systems, applications, data processing and project management. As Solutions Director for Sigma, Mr. Chay oversaw overall strategic advisory, enterprise architecture and technology solutions. From April 2018 to May 2019, Mr. Chay served as Deputy General Manager and Technical Architect for UEM Group Berhad, the infrastructure arm and wholly-owned subsidiary of Khazanah Nasional Berhad, the sovereign wealth fund of Malaysia. Prior to UEM Group, Mr Chay also served as a Senior Manager (Solutions Architect) of Malaysian Airlines for 11 years. Mr. Chay has a Bachelor of Computer Science from the Universiti Putra Malaysia located in Serdang, Malaysia.

Avraham Ben-Tzvi, Adv. is the founder of ABZ Law Office, a boutique Israeli law firm specializing in corporate & securities laws, commercial law & contracts, and various civil law matters, as well as providing outsourced general counsel services for publicly traded as well as private companies and corporations, which he established in January 2017. Mr. Ben-Tzvi served as Chief Legal Officer and General Counsel of Purple Biotech Ltd. (formerly Kitov Pharma Ltd.) (NASDAQ/TASE: PPBT), a clinical-stage company advancing first-in-class therapies to overcome tumor immune evasion and drug resistance, from November 2015 until April 2020. Prior to that, Mr. Ben-Tzvi served as General Counsel and Company Secretary at Medigus Ltd. (NASDAQ/TASE: MDGS), a minimally invasive endosurgical tools medical device and miniaturized imaging equipment company, from April 2014 until November 2015. Prior to that he served as an attorney at one of Israel’s leading international law firms where, amongst other corporate and commercial work, he advised companies and underwriters on various offerings by Israeli companies listing in the US and on various SEC related filings. Prior to becoming a lawyer, Mr. Ben-Tzvi worked in several business development, corporate finance and banking roles at companies in the financial services, lithium battery manufacturing and software development industries. Between January 5, 2025 and April 2, 2025, Mr. Ben-Tzvi served as a member of the Board of Directors of Cyclacel Pharmaceuticals Inc. (NASDAQ: CYCC) a pharmaceuticals development company. Between October 15, 2024 and December 19, 2024, Mr. Ben-Tzvi served as a member of the Board of Directors of LQR House, Inc. (NASDAQ: YHC), a company in the wine and spirits e-commerce sector. Between March 25, 2024 and August 2, 2024, Mr. Ben-Tzvi served as a member of the Board of Directors of OpGen, Inc. (OTC: OPGN), a precision medicine company. Between December 2023 and February 2025, Mr. Ben-Tzvi served as a member of the Board of Directors of Minim, Inc. (NASDAQ: MINM), a company which delivered smart software-driven communications products under the globally recognized Motorola brand and Minim® trademark. Mr. Ben-Tzvi has been serving as a member of the TTNP Board since August 2022. Mr. Ben-Tzvi holds a B.A., magna cum laude, in Economics from Yeshiva University in New York and an LL.B., magna cum laude from Sha’arei Mishpat College of Law in Hod HaSharon, Israel. Mr. Ben-Tzvi is a licensed attorney and member of the Israel Bar Association and is also licensed as a Notary by the Israeli Ministry of Justice. Based on Mr. Ben-Tzvi’s extensive legal experience and knowledge in the fields of civil-commercial law and corporate and securities law, and his previous public company and commercial business experience, our Board believes that Mr. Ben-Tzvi has the appropriate set of skills to serve as a member of the Board.

Brynner Chiam currently serves as Vice President of Finance and Tax at Black Chamber Management, a shared service company which provides outsourcing services to related companies as well as third parties, since November 2020, where he is responsible for all aspects of planning, implementing and managing financing activities for the company and its clients. From February 2014 to October 2020, Mr. Chiam served as a Director for Tricor Taxand Sdn. Bhd., a professional tax firm and independent tax adviser specializing in providing tax-related services to its clients. Mr. Chiam is a member of the Chartered Tax Institute of Malaysia and has over 20 years of experience as a tax consultant and tax practitioner. He received his Bachelor of Business Studies (Accountancy) from Massey University in New Zealand. Based on Mr. Chiam’s experience, the TTNP Board believes that Mr. Chiam has the appropriate set of skills to serve as a member of the TTNP Board.

Francisco Osvaldo Flores García is a Managing Partner of Trebol Capital since 2013, where he also serves as a board member. Trebol Capital is a Venture Capital Fund that invests in technology companies. Since October 2019, Mr. Flores has been the Managing Partner of Klee Real Estate de Mexico, an investment group focused in Real Estate. Mr. Flores is in charge of fundraising and analysis of new investment opportunities, and he manages the day to day operations. From October 2020 through March 2023, Mr. Flores served as the Chief Financial Officer of Benessere Capital Acquisition Corp., a special purpose acquisition company. From April 2022 until March 2023, Mr. Flores was the Venture Partner and Managing Partner of Arc Group Ventures in Mexico, where he was in charge of new operations in the Mexican market. Mr. Flores is a Mechatronics Engineer with an Artificial Intelligence specialty (2004-2009) Student of the MBA (MBA) at Tecnológico de Monterrey. He is also qualified as a Project Manager Professional - PMI (2012) and is a Manager at Lean Startup & Social Entrepreneur for Ecosystem Development – TechBA Technology Business Models. Based on Mr. Flores’ experience, the TTNP Board believes that Mr. Flores has the appropriate set of skills to serve as a member of the TTNP Board.

Firdauz Edmin Bin Mokhtar has been the Chief Executive Officer of Saujana Petroleum Sdn Bhd since November 2023. Saujana Petroleum Sdn Bhd is an investment holding company, with operations that include marine operation and maintenance for Malaysia oil production under E&P O&M Services Sdn Bhd (EPOMS). Mr. Mokhtar served as the Chief Financial Officer of Data Knights Acquisition Corp., a special purpose acquisition company, from February 2021 until November 2023, when it completed a business combination with OneMedNet Corporation (NASDAQ:ONMD, ONMDW), a medical imaging company, based in the United States. From January 2020 until January 2021, he served as Senior Vice President, Special Projects, of Group CEO Office, at Serba Dinamik Holdings Berhad, where he was involved in mergers and acquisitions. Previously from May 2012 until November 2019, Mr. Mokhtar was the Chief Financial Officer of PBJV Group Sdn Bhd (PBJV), an oil and gas services provider in Malaysia, where he was responsible for accounting, finance, tax and legal issues, as well as general company secretarial matters for the group. Mr. Mokhtar received his bachelor’s degree (Honors) in Accountancy in July 1997 from The International Islamic University Malaysia. Mr. Mokhtar is a Certified Public Accountant registered with the Malaysian Institute of Accountants. Based on Mr. Mokhtar’s experience, the TTNP Board believes that Mr. Mokhtar has the appropriate set of skills to serve as a member of the TTNP Board.

Gabriel Loh has served on the TTNP Board since March 2025. Mr. Loh has served as the Head of Business Development at a public listed company in Malaysia which provides solutions and services to the general insurance and financial service industries, since June 2024. From 2014 through June 2024, Mr. Loh was a Senior Relationship Manager at The Bank of East Asia, Limited in multiple branches. Mr. Loh received his Bachelor’s Degree in Engineering in 2008 from the University of Nottingham, Malaysia Campus. The TTNP Board believes that Mr. Loh has the appropriate set of skills to serve as a member of the TTNP Board due to his financial services experience.

Directors serve until the next annual meeting or until their successors are elected and qualified. Officers serve at the discretion of the TTNP Board, subject to rights, if any, under contracts of employment.

TTNP adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) in February 2013 that applies to all directors, officers and employees. The Code of Ethics is available on the website at www.titanpharm.com. A copy of our Code of Ethics will also be provided to any person without charge, upon written request sent to TTNP’s offices located at 10 East 53rd Street, Suite 3001, New York, NY 10022.

The following table summarizes compensation that TTNP non-employee directors earned during the years ended December 31, 2024 and 2023 for services as members of the TTNP Board.

The above table includes options granted to certain directors on August 15, 2022 and September 15, 2022, which were conditioned on the approval by TTNP Stockholders of an increase in the authorized number of shares available for issuance under the 2015 Plan, which approval was received in June 2023.

There were no options exercised by members of the TTNP Board during 2024 or 2023.

The following table provides information regarding the compensation paid during the years ended December 31, 2024 and 2023 to each of the TTNP executive officers named below.

The principal purpose of TTNP’s stock incentive plans is to attract, motivate, reward and retain selected employees, consultants and directors through the granting of stock-based compensation awards. The stock option plans provide for a variety of awards, including non-qualified stock options, incentive stock options (within the meaning of Section 422 of the Code), stock appreciation rights, restricted stock awards, performance-based awards and other stock-based awards.

In February 2014, the TTNP Board adopted the 2014 Incentive Plan (the “2014 Plan”) pursuant to which 2,526 shares of TTNP Common Stock were authorized for issuance to employees, directors, officers, consultants and advisors. On the Record Date, no options to purchase shares of TTNP Common Stock were outstanding under the 2014 Plan.

In August 2015, TTNP Stockholders approved the 2015 Omnibus Equity Incentive Plan (“2015 Plan”). The 2015 Plan, as amended, authorizes a total of 125,000 shares of TTNP Common Stock for issuance to employees, directors, officers, consultants and advisors. Awards representing 28,191 shares of TTNP Common Stock have been released as of December 31, 2023. On the Record Date, options to purchase 79,498 shares of TTNP Common Stock were outstanding under the 2015 Plan.

The following table summarizes the number of securities underlying outstanding plan awards for each named executive officer of TTNP as of December 31, 2023.

In January 2022, Dr. Rubin and Dr. Beebe DeVarney were granted options to purchase 3,250 and 2,750 shares of common stock, respectively. The options were to vest over 24 months with 50% of the awarded options vesting on the six-month anniversary of the grant date with the remaining balance vesting over the remaining eighteen months.

Following the 2022 Special Meeting, all unvested options granted under the 2015 Plan prior to August 15, 2022, immediately became vested.

On September 15, 2022, the Board granted Dr. Beebe DeVarney, subject to the receipt of stockholder approval received in June 2023, options to purchase 5,000 shares of common stock at an exercise price of $26.20 per share, such price being the closing price of TTNP Common Stock and the fair market value as defined under the 2015 Plan on the September 15, 2022 grant date. The options vested in twelve equal monthly allotments through the first anniversary of the grant date.

On April 2, 2024, TTNP entered into agreements with each of Mr. Lazar and Dr. Beebe DeVarney (the “Resignation Agreements”) in connection with their resignations as executive officers of TTNP. The Resignation Agreements contain customary mutual releases and payout amounts pursuant to each officer’s existing employment agreements in the amounts set forth in the Resignation Agreements.

There were no options exercised by named executive officers of TTNP during 2024 or 2023.

TTNP does not maintain any non-qualified defined contribution or deferred compensation plans. The Compensation Committee, which is comprised solely of “outside directors” as defined for purposes of Section 162(m) of the Code, may elect to provide TTNP’s officers and other employees with non-qualified defined contribution or deferred compensation benefits if the Compensation Committee determines that doing so is in TTNP’s best interests. TTNP sponsors a tax qualified defined contribution 401(k) plan in which Dr. Rubin and Dr. Beebe DeVarney participated.

In November 2018, TTNP entered into an employment agreement with Dr. Beebe DeVarney providing for a base annual salary of $365,000. The employment agreement contains the following terms:

In February 2021, Dr. Beebe DeVarney’s employment agreement was amended to provide for an annual base salary of $385,000. All other agreement terms remain substantially the same.

On August 2, 2022, the Compensation Committee of the TTNP Board implemented a retention plan (the “Retention Plan”) in recognition of the change in the composition of the TTNP Board following the 2022 Special Meeting. The purpose of the Retention Plan was to help ensure a smooth transition, including the continuation of service by its current employees and directors following the 2022 Special Meeting, while the newly reconstituted TTNP Board explores and evaluates strategic alternatives to maximize the value of TTNP assets and enhance stockholder value.

As part of the Retention Plan, the employment agreement with Dr. Beebe DeVarney was amended to (i) accelerate the vesting of her options following the reconstitution of the Board; and (ii) remove from the definition of “Good Reason” the current proviso that a change in the executive’s title would not necessarily constitute Good Reason. All other agreement terms remained substantially the same.

On December 14, 2022, TTNP entered into an employment agreement with Mr. Lazar providing for a base annual salary of $406,000. The employment agreement contains the following terms:

PubCo is an exempted company with limited liability incorporated under the laws of Cayman Islands on July, 11, 2024 solely for the purpose of effectuating the Business Combination described herein. PubCo is considered a foreign private issuer as defined in Rule 3b-4 under the Exchange Act.

PubCo has an authorized share capital of US$50,000 divided into 50,000,000 ordinary shares of $0.001 par value each. PubCo has one ordinary share, with a par value of US$0.001 in issue, which currently represents the sole issued and outstanding shares of PubCo. For descriptions of PubCo securities, please see the section titled “Description of PubCo Securities.” The objects for which PubCo is established are unrestricted and PubCo has full power and authority to carry out any object not prohibited by the laws of the Cayman Islands.

Prior to the consummation of the Business Combination, the sole shareholder of PubCo is TTNP, the sole director of PubCo is Mr. Brynner Chiam. Upon the Closing, the PubCo Board will consist of five, directors, Avraham Ben-Tzvi, Firdauz Edmin Bin Mokhtar, Francisco Osvaldo Flores García, and Gabriel Loh TTNP’s directors, will continue to serve on the Board of PubCo, Mr. Brynner, will serve as Director, Chief Executive Officer and Acting Chief Financial Officer of PubCo.

The mailing address of PubCo’s registered office is FFP (Corporate Services) Limited, 2nd Floor Harbour Centre, 159 Mary Street, George Town, Grand Cayman KY1-9006, and its registration number is 411832. After the consummation of the Business Combination, its principal executive office and mailing address shall be that of the Company 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.

Following the Closing, PubCo intends to develop an executive compensation program that is consistent with existing compensation policies and philosophies of Nasdaq-listed peer companies, which are designed to align the interest of executive officers with those of its stakeholders, while enabling PubCo to attract, motivate and retain individuals who contribute to the long-term success of PubCo. Specific determinations with respect to director and executive compensation after the Business Combination have not yet been made.

Founded in 1990, TalenTec Bhd. Sdn., a Malaysian company formerly known as KE Sdn. Bhd., until September 26, 2024 (“TalenTec” or the “Company”), 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 Oracle PeopleSoft HCM, Oracle PeopleSoft Financials, Dayforce HCM, SunFish Workplaze HR, 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 their clients, in accordance with their preferences and the vendors’ offerings. The Company’s clients include Malaysian financial institutions, including the Malaysian central bank, the statutory manager of Malaysia’s private employees’ mandatory savings plan, and Malaysia’s largest local insurance company; Malaysia’s largest automobile manufacturer; water utilities; a Malaysian university; and other 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.

Through the Company’s value-added consulting services, the Company guides companies of all sizes, principally in Malaysia and Singapore, in transitioning their traditional HCM systems to more efficient and cost effective, on-site or cloud-based, HCM software solutions, including for personnel management, financial planning, and analytics. The Company’s seasoned professional staff advises each client in choosing and implementing the applications most suited to that client and may train its personnel in using the software, as well as provide continuing maintenance and technical support. Committed to enhancing its clients’ organizational efficiency, the Company believes it is able to provide more highly customized HCM services than others in its markets.

TalenTec has a single subsidiary, wholly owned Keda Pte. Ltd., incorporated and located in Singapore.

References in this section to “we,” “us,” or “our” are to the Company, except where the context requires otherwise.

The Company’s vision is to be the go-to human resources consulting group in its markets for companies seeking to improve their businesses by adopting more efficient HCM solutions. Sourcing cutting-edge technology products from leading HCM software providers, the Company’s seasoned industry consultants seek to optimize each client’s HCM solution. Through their Delivery Excellence Centre (“DEC”), its consultants also provide general customer service to ensure the client’s positive experience throughout and beyond the transfer process.

The Human Capital Management (“HCM”) software market has demonstrated steady growth due to the increasing need for robust and reliable software solutions to enhance workforce productivity, improve employee management, and adapt to technological advancements like moving to cloud storage, big data (data which HCM organizations collect including employee data, recruitment data, operational data, etc.), and artificial intelligence.

APAC is estimated to generate $9.03 billion in 2025 and reach $18.18 billion by 2030, growing at a CAGR of 15.02%.

The Company believes that it is poised to take advantage of this growth, given its history and experience in the market for over 20 years. Furthermore, the Company believes that its ability to support the different solutions that it sources, with its on-staff consultants, gives the Company a competitive edge that the Company believes other HCM service providers do not offer.

HCM software usage aligns with the national agenda for digitalization and economic development. Malaysia aims to be a high-income digital economy and global tech hub. HCM software makes workforce management more efficient and cost-effective. HCM software facilitates regulatory compliance, which supports the government’s labor rights and payroll policy objectives. As such, the Malaysian government is promoting and adopting HR digitalization for the management of the public sector workforce. Likewise, the private sector is adopting HCM solutions as the economy continues to grow and develop.

With the increased adoption of digital technologies, TalenTec believes that companies now prefer unified solutions for all human resources (“HR”) functions, leading to the rise of HCM solutions to streamline the entire HR process, automating tasks such as payroll, recruitment, performance reviews, on-boarding, training, and more. Previously, organizations used separate software for each HR activity, which was complex, rigid, and compliance-focused, causing inefficiencies, including improper training. HCM solutions address these issues by providing a single platform intended to unify and manage all HR functions seamlessly and to allow integration with other software such as enterprise resource planning (“ERP”) for better inventory management. As digitization increases across industries, TalenTec expects demand for unified HR solutions to grow, driving demand for HCM solutions.

Moreover, 78% of HR managers anticipate harnessing Artificial Intelligence (AI) in at least one HR process within the next two years. These advancements span various functions, including workforce planning, staffing, compensation, performance management, learning and development. Artificial intelligence is utilized in the HCM software solutions that the Company resells and integrates. Dayforce incorporates “Dayforce Co-Pilot,” which automates HR tasks, such as generating job descriptions and performance reviews with proprietary Microsoft AI. MiHCM features “SmartAssist,” which enhances process efficiency through automated document creation, also using Microsoft AI. SunFish Workplaze HR includes an “AI Assistant” that offers insights into predictive analytics and employee engagement, utilizing OpenAI technology with some open source aspects. TalenTec does not incorporate proprietary AI into the products it distributes.

According to the 2023 Gartner® Market Guide for Workforce Management Applications, by 2025, 60% of midmarket and large enterprise organizations will have invested in a cloud-deployed HCM suite. Accordingly TalenTec has, over the last three years, embarked on a strategy to introduce and market cloud-based solutions in its inventory. This shift is clearly reflected in the upward trend in revenue derived from cloud-based solutions, compared to the slower or static growth of traditional on-premise offerings.

In January 2025, TalenTec engaged Mordor Intelligence (“Mordor”) to provide more specific information than the information cited above regarding the markets in which TalenTec operates and intends to operate (the “Mordor Report”). Mordor is a market research firm that follows more than 30 industries across more than 100 countries. According to the Mordor Report, HCM revenue in Malaysia and Singapore, where TalenTec has operations, for 2024, were $188.4 million and $159.4 million respectively. Between 2025 and 2030, the report projects Malaysia HCM revenue to grow at a 14.15% CAGR, to $422.7 million, and Singapore HCM revenue to grow at a 13.98% CAGR to $354.6 million. These projections may include market segments that TalenTec does not address, such as micro and small enterprises, and forecasts 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.”

Below is a summary table of products the Company resells from different vendors and services it provides.

The contributions to revenue of the products, in 2023 and 2024, respectively, are as follows: Oracle PeopleSoft HCM/ Oracle PeopleSoft Financials, 72.3% and 78.9%; Dayforce HCM, 0.4% and 0.2%; Sunfish Workplaze HR, 17.7% and 14.5%; MiHCM Cloud, 6.2% and 5.6%.

A software license generally authorizes the client to use the software, in perpetuity, whereas periodic payments are required to maintain a SaaS subscription. In either case, the Company places the client’s order with the vendor and is responsible to the vendor for payment of license, subscription, or other related fees. Software is delivered directly from the vendor to the client by download onto the client’s systems or access through the vendor’s SaaS.

Clients buying licensing generally also engage the Company for consultancy, implementation, and maintenance services. The Company’s SaaS contracts bundle the subscription with consultancy and implementation services and typically have a term of one to three years.

The Company obtains the right to market and sell the licenses or subscriptions in a specified territory pursuant to an agreement with the vendor; under the Company’s vendor agreements, these rights are non-exclusive. Among other obligations, the Company may be required to provide related implementation, training, or support services or use vendor-specified materials or procedures in doing so; undertake training, and demonstrate competence, in the vendor’s products, on a continuing basis; comply with vendor-specified security requirements; or maintain sales or client service levels. Some agreements may be terminated on short notice.

Each vendor’s product offering contains a number of modules that can be individually purchased or customized. As part of the Company’s sales effort, the Company provides bundled consulting and implementation services to help clients select the product brand and modules best suited to their needs. The Company uses its proven methodology to obtain deep understanding of their client’s needs, enabling the Company to deliver highly configured HCM solutions. The Company’s thorough comprehension of client needs forms the foundation for all subsequent design, implementation, and testing decisions. To maintain direction and focus throughout the project, the Company clearly defines project objectives and scope and establishes well-defined, agreed-upon goals.

The Company installs the product, configures it to fit the client’s requirements, builds tools to cleanse and map the existing data into the new product, and continues to support the client after the new product has gone into production. The Company’s commitment extends beyond the initial implementation phase, ensuring that the transition to the new system is smooth and that the client derives maximum value from the solution

The Company gives their clients comprehensive guidance on organizational, functional, and process development at the industry, regional, or global level. Central to the Company’s approach is the collaboration between the Company’s seasoned system professionals and the client’s staff. This relationship not only is necessary for successful delivery of the project, but also accelerates knowledge transfer, enabling the client more readily to manage the system post-implementation. Change management, which involves systematically addressing the transition or transformation of an organization’s processes, is another critical component of their services. The Company establishes robust review and approval processes, issue resolution protocols, and decision-making pathways. Regular status reporting and strict scope control ensure swift issue resolution and adherence to standards throughout the project lifecycle.

Active involvement of key users is essential from the outset. The Company engages process owners and subject matter experts throughout the project phases, from analysis and design to training, testing, and final implementation This structured approach to project management ensures organizational compliance, timely approval, and buy-in from relevant stakeholders, which are key parameters of a successful project. After the system is implemented, a few of the Company’s team members remain on-site for a period to ensure a smooth handoff, providing additional support, and address any immediate concerns, as the client transitions to full system ownership.

Implementation involves installing and configuring the system, customization work, loading or converting customer data, testing, and certification of the software for production. The software is configured to the client’s specific requirements and objectives, whether customizing interfaces for optimal user experience or integrating specialized features to meet niche demands. As each customer has different HR policies such as overtime wage rates, leave entitlements, claim metrics, performance appraisals, policy matters and statutory compliance, we deliver solutions that are highly configured and tailored to the different business needs of different customers. The Company closely monitors progress using various methods. Depending on the specific project and client needs, the Company may utilize remote access to the client’s systems, have staff on-site during the installation process, or provide technical support through telephone, email, chat, and chatbots. The approach is intended to ensure a successful and seamless implementation.

Upon completion of installation, the Company conducts initial tests, known as black box testing, on the client’s legacy systems to identify potential weaknesses or areas for improvement, enhancing efficiency and productivity to achieve the highest levels of functionality and reliability. The Company’s consultancy services extend beyond system evaluation.

Once initial testing is completed, control of the system is transferred to the client to perform various acceptance tests. At this stage, masked data is always used, and the Company will continue to work closely with the client to ensure all aspects of the system meet the specified requirements. After the client has accepted the system, the process of data conversion takes place. The Company’s role in this process is primarily advisory, ensuring compliance with data protection regulations.

The Company’s implementation contracts typically run from six to 18 months, but include a contingency clause requiring continued performance until the project is completed. Clients make payments against milestone completions. The Company’s agreements usually require it to post performance bonds, pay liquidated damages for delayed performance, or provide warranties, for periods of about three months from system acceptance.

In addition to their clients, the Company provides implementation services to clients of their vendors and others, as subcontractor. Additionally, the Company offers staffing services for clients who require short-to-long-term resources without the need to recruit and hire. Services include training, knowledge transfer, change request work, and technical support. The duration of these outsourcing arrangements may range from a few months to several years.

Clients may purchase implementation services separately from training, but implementation services typically include a training component. The Company also provides post-implementation training, such as refresher courses or training for new hires.

The Company provides training using standard vendor-provided materials, those the Company develops itself, or a combination. The Company offers instructor-led programs and materials for individual end-user self-training, in either case giving participants practical experience in real-world project issues. The Company has a pool of qualified instructors with extensive experience in project implementation and delivery, who bringing valuable insights and real-world experiences into the classroom.

Maintenance and support services include error corrections, installing updates, and technical support to end users. The Company’s HelpDesk serves as the primary point of contact for clients to report problems and access technical support. In addition, as part of preventive maintenance, the Company monitors system performance, providing periodic reports, alerts of potential problems, and recommendations for action, as appropriate.

The Company’s agreements include protocols for reporting, assessing and escalating problems that arise, based on category and severity. The Company measures their performance in terms of key parameters such as response time, resolution turnaround, and the percentage of issues resolved and may be penalized for failing to meet required service levels.

In responding to problems, issues, the Company does not directly operate or execute any action on the client’s live systems. Instead, the Company simulates the reported issues, to establish whether the problem is operational, due to program bugs, or a data issue. If the issue is not operational, the Company examines the software, and, using masked data, tests any proposed fix, in the client’s testing environment. Once validated, the client introduces the resolution into its live system.

The terms of the Company maintenance and support agreements are generally one to three years. The Company also provides maintenance and support services other companies’ clients, as subcontractors.

Following are the Company’s current offerings. Among other things, the Company considers a client’s specific needs, headcount, and HCM budget in making product recommendations. The Company believes that its expertise in deploying and supporting the products it distributes enables their clients to attract, develop, and retain top talent, while driving data-driven decision-making through advanced analytics and predictive insights. Completion of an implementation usually requires six to 24 months from contract signing.

A strength of PeopleSoft offerings is their ability to combine the platform’s core HCM capabilities with country-specific functionalities and international data formats. This enables The Company’s clients to manage their global business systems on a common platform, ensure compliance with local regulations, and lower their total cost of ownership through integrated processes and a single system of records. Generally, Oracle products are intended for Tier 1 clients (1,000 head count and above).

PeopleSoft HCM is an integrated suite of applications and business processes that are based on PeopleSoft’s Pure Internet Architecture (PIA) and portal technologies. The sophisticated features and collaborative, self-service functionality available in PeopleSoft HCM enable companies to manage their human resources from recruitment to retirement while aligning their workforce initiatives with strategic business goals and objectives. The Company considers PeopleSoft HCM a robust and comprehensive HCM suite that allows organizations to streamline their HR operations, drive talent management, and improve workforce productivity. The PeopleSoft platform provides a unified suite of applications spanning talent acquisition, human resources, payroll, benefits administration, and more.

PeopleSoft Financials solutions are designed to help organizations reduce costs, manage risk, and drive strategic financial decision-making. These solutions automate, centralize, and standardize global transactional processes, enabling the Company’s clients to increase productivity, gain visibility into critical financial data, and strengthen financial discipline through improved governance and compliance.

Pursuant to Ascender’s Partner Program, the Company contracts directly with Ascender clients to perform configuration and data importing services required to implement Ascender’s Dayforce HCM SaaS solution. Dayforce is designed to provide employers of all sizes a single application for payroll, tax, employee benefits, human resources, workforce management, and talent management. Typically, the Company sells Dayforce products to Tier 1 and Tier 2 (approximately 300 to 999 employees) clients.

As a subcontractor, the Company provides implementation, education, and training services to Ascender’s clients.

The Company is authorized to sell SunFish Workplaze HR licenses or SaaS Subscriptions, with an obligation, in either case, to provide implementation and maintenance and technical support.

With a strong presence in the Philippines, SunFish Workplaze HR offers highly customizable integrated resource management, covering employee and talent management, asset management, project management and accounting, and planning management, among other functions. SunFish Workplaze HR is used mainly by Tier 1 and 2 clients.

The Company has been, since 2019, a Channel Partner of Microimage Channel Partner, distributing MiHCM Enterprise (“MiHCM”), a cloud application that runs on Microsoft Azure. The system provides workforce management, talent management, and data and AI reporting and analytics. The Company implements and configures the application for its clients and trains their personnel it its use. MiHCM is designed for medium and large businesses and caters to complex business requirements, providing the key components required to optimize HR operations, from hiring to retirement. Generally, MiHCM products are used for Tier 1 and 2 clients.

TalenTec has agreements with each of its vendors that authorize TalenTec, nonexclusively, to distribute their products and use their names and trademarks. The agreements with Humanica and MiHCM specify no term. The Dayforce, agreement specifies a term of three years, from June 2022, and that Dayforce may offer renewals. The PeopleSoft agreement must be renewed annually, and the current term expiring April 12, 2025. Each agreement is terminable by the vendor or either party without cause. Generally, the agreements require a distributor to undertake training and demonstrate, initially and continually, competence in implementation, use, and sale of the vendors’ products; may charge license or training fees or territorial restrictions; specify permitted uses of the vendor’s software; and contain requirements for agreements with end users, and confidentiality and indemnification provisions, among other provisions.

Despite the presence of numerous competitors, the Company believes that it has unique strengths in the Asia-Pacific HCM software market, such as:

TalenTec is not limited to sell only one solution and bound by single licensed products. The Company is a third-party service provider and can source different HCM solutions from multiple vendors, therefore not being reliant on any one product or company in offering a solution. TalenTec purposely sources multiple solutions from leading HCM service providers, accompanied by an industry expert consultant with years of HCM experience, to customize a very specific solution for each client. TalenTec believes that its advantage is its ability to compare and contrast different products and services, giving great personal attention to the client during the selection process, enabling the Company to better understand their needs and more effectively select the best solution. Every sale is followed by hands on consulting services transition and implementation. The Company’s ability to source products from established developers in the industry enables the Company to rely on their product security and ability to protect customer data, which due to their size and global coverage, the Company believes are better equipped to provide.

The Company has at least 30 industry specialists on staff servicing clients. The Company prides itself in its ability to provide strong technical support and exceptional delivery turnaround times both in presenting new solutions, implementation and general maintenance. Because their consultants have deep experience with different solutions, the Company can offer a comprehensive analysis of what products it offers best suit a client and is able to provide rapid support turnaround times, to more efficiently transition customers to the new platform during the implementation stage. The Company believes that their culture ensures that customer service is a top priority fostering a sense of trust and loyalty among its clients.

The Company has serviced brand-name clients in the hospitality industry for over 10 years, and a regulatory authority in Malaysia has been a client for over 25 years. See, “Information Related to TalenTec—Business—Clients and Contracts.” The Company believes its long servicing track record shows its clients’ satisfaction with the Company’s services, as well as enabling the Company to understand the needs of companies looking to transition either to an on-site or cloud-based solution.

In the Southeast Asia region, the Company believes Ramssol, Payroll2U and Kaitangan.com are its main competitors:

Ramssol Group Bhd (“Ramssol”): Ramssol is considered the No.1 Southeast Asian people solutions provider with eight subsidiaries in five countries. One of Ramssol’s subsidiaries, RAMS Solution Sdn Bhd is a direct competitor of the Company in Malaysia. RAMS Solution specializes in the implementation, deployment, maintenance and enhancement of Oracle HCM and Campus applications. RAMS Solution provides Oracle Fusion HCM Cloud and other digitalization solutions, such as DocuSign, Darwin Box, etc. In addition to HCM, RAMS Solution provides IT staff augmentation services. Like the Company, RAMS Solution also provides consulting services to for Oracle HCM integration and implementation.

Payroll2U: Payroll2U, headquartered in Singapore, provides payroll outsourcing services and on-line payroll (SaaS) solutions. Payroll2U has its own proprietary payroll management system software, called smartPAY, and offers a subscription-based pricing model. The Company sometimes collaborates with Payroll2U, depending on the specific accounts involved.

Kakitangan: Kakitangan.com, headquartered in Malaysia, offers a HCM platform designed for small and medium businesses. Kakitangan also offers accounting software integrations.

Management aims to position the Company not just as a software reseller, but, through long-term relationships, as a strategic partner that enhances human resource capabilities through technology and innovative solutions. The company plans to expand its market share by continuing to add to its HCM product offerings, and expanding operations to other countries in the Southeast Asia Pacific region, and continuing to develop innovative solutions.

In 2024, TalenTec entered into a Consulting Services Agreement with Sire, pursuant to which TalenTec would participate in the development, for Sire, of a SaaS HCM application focused on the hospitality industry. The agreement has been novated by Sire to Brictec Co Ltd, which is owned by Koay Chee Leong, a TalenTec Shareholder. If successfully developed, it is intended that TalenTec would be the master distributor of the solution. In addition to traditional HCM functions, the application would include a financial feature, called Earned Wage Access, which will enable employees to take out advances on their compensation, to be settled at the next payroll cycle, as a kind of interest-free loan. Although rollout of the application is intended for the end of calendar 2025, development is in very early stages, and there can be no assurance that the project will be successfully concluded as scheduled or at all.

TalenTec plans, over time, to expand its operations in Singapore, which would become the Company’s hub for operations in other Southeast Asia Pacific countries. The Company is exploring with a global U.S.-based HCM vendor opportunities for the Company to offer the vendor’s products in Indonesia, Philippines, and other Southeast Asia Pacific countries. These expansion plans depend on successful conclusion of these discussions and completion of development of the SaaS solution referred to in the previous paragraph, neither of which can there be assurance.

According to the Mordor Report, HCM revenue in Indonesia and Philippines, for 2024, were $479.0 million and $468.1 million, respectively, and expected, by 2030, to grow to $165.5 million (CAGR, 12.85%) and $146.6 million (CAGR, 13.38%), respectively. These projections may include market segments that TalenTec does not address, such as micro and small enterprises, and forecasts 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.”

The Company intends to continue to build and develop strong relationships with customers, enhance customer retention and encourage referrals with its established and growing customer base. To attract and service additional business, in 2023, the Company added a member to its marketing and sales force, and, in 2024, the Company engaged another consultant. Also, among other things, the Company has already implemented on-premises solutions for many clients that it believes will evolve into hybrid systems and ultimately transition to cloud based solutions over the next several years. The Company expects its long-standing relationships with its customers will facilitate the transition to hybrid and cloud models, easing the migration path and potentially increasing the Company’s revenue. Moreover, the process of transitioning existing clients to cloud solutions is usually simpler and less complex than acquiring new cloud-first clients, largely due to the established rapport and the client’s familiarity with HCM technologies.

As of July 31, 2024, the Company provided services to over 76 of its own clients, partnering with leading corporations across the Asia Pacific region, spanning various sectors such as financial services, hospitality, infrastructure, transportation, education, and the public sector. TalenTec’s business is not substantially dependent on any one of its customer agreements, all of which are made in the ordinary course of business Implementation services for newly on-boarded clients continued to comprise a substantial portion of operations, underscoring TalenTec’s dedication to sustained growth all powered by licensed software from Oracle, Dayforce, Humanica, and Microimage.

The following chart represents the Company’s top clients and years of service:

The Company’s agreements with all its clients in all countries include clauses on Confidentiality and Personal Data Protection. Besides a standard employment clause, the consultants are required to sign individually and separately with the clients on these clauses. All relevant data of the client reside in the environment controlled by the client, including in a subscription cloud model. The Company does not have access to live production data.

The Company ensures that all interactions with client data are governed by stringent data privacy policies. The Company does not and cannot access any live production data of the client, as all client data remains within the client’s controlled environment, and the Company’s systems and processes are designed to ensure that the Company employees and consultants cannot access client data without explicit authorization and supervision by the client. When testing and verifying solutions before deployment into the client’s environment, the Company utilizes masked data, meaning anonymized or pseudonymized data that does not reveal the actual identities of individuals, thereby ensuring compliance with data privacy regulations. The client retains full ownership and control over all their data, and in the case of on premise solutions, it is their responsibility to ensure that relevant security measures are in place. For cloud subscription models, the owner of the relevant software is responsible for maintaining and ensuring compliance with security protocols, selected based on its adherence to stringent security standards and certifications. In the unlikely event of a data breach or security incident, the Company has well-defined incident response procedures, including immediate notification to the client, thorough investigation, and remediation measures to prevent future occurrences. All Company employees and consultants undergo regular training on data privacy and protection policies, ensuring awareness of the latest regulations and best practices for handling client data securely. By adhering to these detailed data privacy policies, the Company seeks to ensure that its clients can trust the Company with their data and that all data remains entirely in the sole control of the client, as the Company remains committed to maintaining the highest standards of data protection and privacy in all its engagements.

TalenTec in principle values and is obliged to safeguard the privacy aspects of its customers and the employee data collected in the execution of its delivery.

Data means any content, materials, data and information collected from a third party. Further it shall have the meaning ascribed to it in all applicable data protection legislation.

Confidential Information means all information in the disclosing party’s possession or control, whether created before or after project delivery, whatever its format, and whether or not marked “confidential”, including the existence, as transmitted to, shared with, or received by the receiving party, but not including information which is or comes into the public domain through no fault of the other party, was already lawfully in the other party’s possession, or comes into the other party’s possession without breach of any third party’s confidentiality obligation to the disclosing party, or is independently developed by or on behalf of the other party.

Data Protection Legislation means all laws relating to the processing of Personal Data, privacy, and security, including, without limitation, the Personal Data Protection Act of Malaysia, the Singapore Personal Data Protection Act of Singapore, the Data Privacy Act of Indonesia, and all other applicable international, regional, or national data protection laws, regulations and regulatory guidance, as may be amended or superseded from time to time.

We may disclose Confidential Information which would otherwise be confidential if and to the extent:

All documents, records and other information delivered by relevant stakeholders shall be returned or destroyed where necessary upon the completion of delivery of the HCM solution.

TalenTec collects personal and personally identifiable information only for legitimate reasons and uses those Data only for the intended purposes.

When the Company collects such Data, it explains the purpose of collection and uses it only for those intended purposes. As per the statutory requirements and remuneration practices, the Company collects and shares the following Personal Data with the third parties identified below:

If the Company shares Personal Data beyond the parties mentioned above, the Company will obtain explicit consent from the relevant parties mentioned above. The Company will disclose above mentioned personal information and any other employee information as ordered by the judicial system, including the police department, of Malaysia or other relevant country without the consent of the organization to do so.

The Company’s business operations are subject to the following law and regulations:

As of July 31, 2023 and 2024, the Company had a total of 40 full-time employees in Malaysia, carrying out the following primary functions:

The Company is a private limited company incorporated under the laws of Malaysia on 14 February 1990. The Company leases 4800 square feet of office space as its headquarters, located at Level 8, The Bousteador, 10, Jalan PJU 7/6, Mutiara Damansara, 47800 Petaling Jaya, Selangor Darul Ehsan, and the telephone number is +603 7731 0023.

From time to time, the Company may become involved in legal proceedings arising in the ordinary course of its business. The Company is not currently a party to any legal proceedings the outcome of which, if determined adversely to it, would individually or in the aggregate have a material adverse effect on its business, financial condition, or results of operations.

TTNP’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion and analysis of TTNP’s financial condition and results of operations should be read in conjunction with TTNP’s financial statements and the related notes to those statements included elsewhere in this proxy statement/prospectus. In addition to historical financial information, the following discussion contains forward-looking statements that involve risks and uncertainties. TTNP’s actual results could differ materially from those discussed in the forward-looking statements as a result of many factors, including those factors set forth in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”, which you should review for a discussion of some of the factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis and elsewhere in this proxy statement/prospectus.

This proxy statement/prospectus or the documents incorporated by reference herein may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that involve substantial risks and uncertainties. TTNP has attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology. Although TTNP does not make forward looking statements unless TTNP believes that it has a reasonable basis for doing so, TTNP cannot guarantee their accuracy. Forward-looking statements included or incorporated by reference in this report or other filings with the SEC include, but are not necessarily limited to, those relating to uncertainties relating to:

Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by which, that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties, including the risks outlined under “Risk Factors” or elsewhere in this proxy statement/prospectus, that could cause actual performance or results to differ materially from what is expressed in or suggested by the forward-looking statements.

Forward-looking statements speak only as of the date they are made. You should not put undue reliance on any forward-looking statements. TTNP assumes no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If TTNP does update one or more forward-looking statements, no inference should be drawn that TTNP will make additional updates with respect to those or other forward-looking statements. TTNP caution you not to give undue weight to such projections, assumptions and estimates.

Probuphine^®and ProNeura^® are trademarks of Fedson. This proxy statement/prospectus also includes trade names and trademarks of other companies besides TTNP.

TTNP is a pharmaceutical company that was previously 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.

TTNP’s first product based on the ProNeura technology was Probuphine^® (buprenorphine implant), which is approved in the United States, Canada and the European Union (“EU”) for the maintenance treatment of opioid use disorder in clinically stable patients taking 8 millgrams or less a day of oral buprenorphine. While Probuphine continues to be commercialized in the EU (as Sixmo™) by another company that had acquired the rights from TTNP, TTNP discontinued commercialization of the product in the United States during the fourth quarter of 2020 and subsequently sold the product in September 2023.

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 June 2022, TTNP implemented a plan to reduce expenses and conserve capital that included a company-wide reduction in salaries and a scale back of certain operating expenses to enable TTNP to maintain sufficient resources as it pursued potential strategic alternatives. In July 2022, David Lazar and Activist Investing LLC (collectively, “Activist”) acquired an approximately 25% ownership interest in TTNP, filed a proxy statement and nominated six additional directors, each of whom was elected to the TTNP Board at the 2022 Special Meeting. The exploration and evaluation of possible strategic alternatives by the TTNP Board continued following the 2022 Special Meeting. Following the election of the new directors at the Special Meeting, Dr. Marc Rubin was replaced as TTNP’s Executive Chairman, and David Lazar assumed the role of Chief Executive Officer. In connection with the termination of his employment as Executive Chairman, Dr. Rubin received aggregate severance payments of approximately $0.4 million. In December 2022, TTNP implemented additional cost reduction measures including a reduction in its workforce. In June 2023, David Lazar sold his approximately 25% ownership interest in TTNP to Choong Choon Hau, an outside investor. Mr. Lazar resigned his position as TTNP’s Chief Executive Officer in April 2024. TTNP’s then Chairman of the Board of Directors, Seow Gim Shen, assumed the position as TTNP’s Chief Executive Officer in April 2024.

On September 1, 2023, TTNP closed on the sale of the ProNeura Assets. In July 2023, TTNP entered into an Asset Purchase Agreement with Fedson for the sale of the ProNeura Assets. TTNP’s addiction portfolio consisted of the Probuphine and Nalmefene implant programs. The ProNeura Assets constituted only a portion of TTNP’s assets. In August 2023, TTNP entered into an Amendment and Extension Agreement (the “Amendment”) to the Asset Purchase Agreement, pursuant to which Fedson agreed to purchase the ProNeura Assets for a purchase price of $2.0 million, consisting of (i) $500,000 in readily available funds, paid in full on the ProNeura Closing Date, (ii) $500,000 in the form of a promissory note due and payable on October 1, 2023 (the “Cash Note”) and (iii) $1,000,000 in the form of a promissory note due and payable on January 1, 2024 (the “Escrow Note”). TTNP will also be eligible to receive potential milestone payments of up to $50 million on future net sales of the products and certain royalties on future net sales of the products. As further consideration, Fedson assumed all liabilities related to a pending employment claim against TTNP. On the ProNeura Closing Date, Fedson delivered a written guaranty by a principal of Fedson of Fedson’s obligations under both the Cash Note and Escrow Note. The Cash Note included provisions, which Fedson has exercised, allowing Fedson to extend the payment of the Cash Note to November 1, 2023 and again to December 1, 2023 upon payment of $5,000 for each extension. The Cash Note and Escrow Note were paid in December 2023 and January 2024, respectively. TTNP received the funds from the escrow account in February 2024.

On September 13, 2023, TTNP entered into the Sire Purchase Agreement with Sire, pursuant to which TTNP issued 950,000 shares of TTNP Series AA Preferred Stock to Sire at a price of $10.00 per share, for an aggregate purchase price of $9,500,000. The purchase price consists of (i) $5 million in cash at closing and (ii) $4.5 million in the form of a promissory note from Sire, personally guaranteed by a principal of Sire, due and payable on September 23, 2023, which was fully repaid on that date. The terms, rights, obligations and preferences of the Series AA Preferred Stock are set forth in the Series AA Certificate of Designations. Pursuant to the Sire Purchase Agreement, David Lazar and Peter Chasey submitted their resignations from the TTNP Board. On October 12, 2023, the TTNP Board elected Brynner Chiam and Seow Gim Shen to the TTNP Board, and Seow Gim Shen as Chairman. Following the election of Messrs. Chiam and Seow to the TTNP Board, TTNP continued to extensively evaluate potential strategic partners.

On April 2, 2024, David Lazar, TTNP’s Chief Executive Officer, Kate Beebe DeVarney, Ph.D., TTNP’s President and Chief Operating Officer and a member of the TTNP Board, and three other members of the TTNP Board, Eric Greenberg, Matthew C. McMurdo and David Natan, resigned their positions with the TTNP. The TTNP Board subsequently appointed Firdauz Edmin Bin Mokhtar and Francisco Osvaldo Flores García as independent directors of the Company to fill two of the vacancies created by the resignations. In addition, Mr. Seow Gim Shen was appointed as Chief Executive Officer and Principal Financial Officer and continued to serve as the Company’s Chairman of the Board, as he had done since October 12, 2023. Following the reconstitution of the TTNP Board, the TTNP Board formed a Special Committee for purposes of evaluating and recommending TTNP’s entry into the proposed Business Combination with TalenTec, culminating with TTNP’s entry into the Merger Agreement on August 19, 2024.

On August 19, 2024, TTNP entered into the Merger Agreement. The Merger Agreement was approved by the TTNP Board. 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:

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 the TTNP Board or management on any matter relating to TTNP’s operations, policies or practices. TTNP anticipates that the resignation of Mr. Seow will not impact consummation of the Business Combination. Subsequently, Mr. Seow sold all 275,000 of his TalenTec shares to Mr. Danny Vincent Dass, and Mr. Seow sold all of his Sire shares to Mr. Chung.Sire owns 150,087 shares of TTNP Common Stock, or 14.1% of TTNP’s outstanding Common Stock, and Series AA Preferred Stock convertible, upon consummation of the Merger, into an additional 869,226 PubCo Ordinary Shares.

On November 6, 2024, the TTNP Board appointed Brynner Chiam, a director of TTNP, as acting principal executive officer and acting principal financial officer of TTNP. Mr. Chiam continued to serve on the TTNP Board while he concurrently served as acting principal executive officer and acting principal financial officer. At that time, TTNP also launched a search to identify a full-time chief executive officer. Mr. Chiam has not received and will not receive any additional compensation in connection with his service as acting principal executive officer and acting principal financial officer and has not entered into an employment agreement in connection with his service in those roles.

On December 2, 2024, the TTNP Board appointed Mr. Chay Weei Jye as Chief Executive Officer, effective December 2, 2024. On March 20, 2025, TTNP entered into an Employment Agreement with Chay Weei Jye, TTNP’s Chief Executive Officer (the “Chay Agreement”), pursuant to which Mr. Chay will continue to serve as TTNP’s Chief Executive Officer. Pursuant to the terms of the Chay Agreement, Mr. Chay will be paid a base salary of $60,000 per year and will participate in TTNP’s equity incentive plan. Mr. Chay will be eligible to receive an annual bonus, with a target of fifty percent (50%) of his base salary.

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 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 (the “Equity Rule”). In TTNP’s 2024 10-K, TTNP reported stockholders’ equity of $2,440,000, and, as a result, did not satisfy the Equity Rule.

The Notice had no immediate effect on TTNP’s listing on the Nasdaq Capital Market. In accordance with Nasdaq rules, TTNP has 45 calendar days from the date of the Notice to submit a plan to regain compliance with Nasdaq Listing Rule 5550(b)(1). TTNP has since submitted a compliance plan within 45 days of the date of the Notice and will evaluate available options to resolve the deficiency and regain compliance. If TTNP’s compliance plan is accepted, TTNP may be granted up to 180 calendar days from March 26, 2025 to evidence compliance. As a result of the completion of the Private Placement transaction with Blue Harbour Asset Management L.L.C-FZ on April 11, 2025, v believes it has stockholders’ equity of at least $2.5 million. TTNP awaits Nasdaq’s formal confirmation that it has evidenced compliance with the Equity Rule. Furthermore, if deemed compliant, Nasdaq will continue to monitor TTNP to ensure its ongoing compliance with the Equity Rule and, if at the time of filing of TTNP’s next periodic financial statements that covers the period following the closing of the Private Placement, TTNP does not evidence compliance with the Equity Rule, TTNP may be subject to delisting from Nasdaq.

TTNP makes available free of charge through its website, www.titanpharm.com, its periodic reports as soon as reasonably practicable after TTNP electronically file such material with, or furnish it to, the SEC.

See Note 1 to the TTNP financial statements included in its 2024 Annual Report on Form 10-K for information on recent accounting pronouncements.

The preparation of its financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in its financial statements and accompanying notes. Actual results could differ materially from those estimates. TTNP believes the following accounting policies and estimates for the years ended December 31, 2024 and 2023 to be applicable:

TTNP has generated revenue principally from collaborative research and development arrangements and government grants.

TTNP had contracts with National Institute on Drug Abuse (“NIDA”) within the U.S. Department of Health and Human Services, the Bill & Melinda Gates Foundation, and other government-sponsored organizations for research and development related activities that provided for payments for reimbursed costs, which may have included overhead and general and administrative costs. TTNP recognized revenue from these contracts as it performed services under these arrangements when the funding was committed. Associated expenses were recognized when incurred as research and development expense. Revenues and related expenses are presented gross in the condensed statements of operations.

TTNP recognizes compensation expense for all share-based awards made to employees, directors and consultants. The fair value of share-based awards is estimated at the grant date based on the fair value of the award and is recognized as expense, net of estimated pre-vesting forfeitures, ratably over the vesting period of the award.

TTNP uses the Black-Scholes option pricing model to estimate the fair value method of its awards. Calculating stock-based compensation expense requires the input of highly subjective assumptions, including the expected term of the share-based awards, stock price volatility, and pre-vesting forfeitures. TTNP estimates the expected term of stock options granted for the years ended December 31, 2024 and 2023 based on the historical experience of similar awards, giving consideration to the contractual terms of the share-based awards, vesting schedules and the expectations of future employee behavior. We estimate the volatility of TTNP’s common stock at the date of grant based on the historical volatility of TTNP’s common stock. The assumptions used in calculating the fair value of stock-based awards represent TTNP’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, TTNP’s stock-based compensation expense could be materially different in the future. In addition, we estimate the expected pre-vesting forfeiture rate and only recognize expense for those shares expected to vest. We estimate the pre-vesting forfeiture rate based on historical experience. If TTNP’s actual forfeiture rate is materially different from TTNP’s estimate, TTNP’s stock-based compensation expense could be significantly different from what we have recorded in the current period.

TTNP makes certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes.

As part of the process of preparing TTNP’s financial statements, TTNP is required to estimate its income taxes in each of the jurisdictions in which TTNP operates. This process involves TTNP’s estimating its current tax exposure under the most recent tax laws and assessing temporary differences resulting from differing treatment of items for tax and accounting purposes.

TTNP assesses the likelihood that TTNP will be able to recover its deferred tax assets. TTNP considers all available evidence, both positive and negative, expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance. If it is not more likely than not that TTNP will recover its deferred tax assets, TTNP will increase its provision for taxes by recording a valuation allowance against the deferred tax assets that TTNP estimates will not ultimately be recoverable.

TTNP generally accounts for warrants issued in connection with equity financings as a component of equity, unless there is a deemed possibility that TTNP may have to settle warrants in cash. For warrants issued with deemed possibility of cash settlement, TTNP records the fair value of the issued warrants as a liability at each reporting period and record changes in the estimated fair value as a non-cash gain or loss in the statements of operations.

TTNP determines whether the arrangement is or contains a lease at inception. Operating lease right-of-use assets and lease liabilities are recognized at the present value of the future lease payments at commencement date. The interest rate implicit in lease contracts is typically not readily determinable, and therefore, TTNP uses its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received.

Lease expense is recognized over the expected term on a straight-line basis. Operating leases are recognized on TTNP’s balance sheet as right-of-use assets, operating lease liabilities, current and operating lease liabilities, non-current.

Results of Operations for the Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

License revenues for the year ended December 31, 2023 consisted of royalties received on sales of Probuphine by Knight in Canada.

The decrease in total revenues for the year ended December 31, 2024, was primarily due to the completion of activities related to development grants in February 2024.

The decrease in research and development costs for the year ended December 31, 2024 was primarily associated with the completion of activities related to TTNP’s development grants and decreases in research and development personnel-related costs and other expenses. Other research and development expenses include internal operating costs such as research and development personnel-related expenses, non-clinical and clinical product development related travel expenses, and allocation of facility and corporate costs. As a result of the risks and uncertainties inherently associated with pharmaceutical research and development activities described elsewhere in this document, TTNP is unable to estimate the specific timing and future costs of its clinical development programs or the timing of material cash inflows, if any, from its product candidates.

The decrease in general and administrative expenses for the year ended December 31, 2024 was primarily related to decreases in personnel-related expenses and decreases in non-cash stock-based compensation.

The decrease in other income (expense) for the year ended December 31, 2024, was primarily due to the gain related to the sale of the ProNeura Assets to Fedson in the prior period

TTNP’s net loss applicable to common stockholders for the year ended December 31, 2024 was approximately $4.7 million, or approximately $5.23 per share, compared to TTNP’s net loss from operations applicable to common stockholders of approximately $5.6 million, or approximately $7.41 per share, for the comparable period in 2023.

TTNP has never entered into any off-balance sheet financing arrangements, and TTNP has never established any special purpose entities. TTNP has not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.

Results of Operations for the Three Months ended March 31, 2025 and March 31, 2024

The decrease in general and administrative expenses for the three months ended March 31, 2025 was primarily related to decreases in personnel-related expenses.

The decrease in other income (expense), net for the three months ended March 31, 2025 was primarily due to an increase in other expenses due to higher franchise taxes.

TTNP’s net loss from operations for the three-month period ended March 31, 2025 was approximately $0.6 million, or approximately $0.62 per share, compared to its net loss from operations of approximately $1.1 million, or approximately $1.24 per share, for the comparable period in 2024.

TTNP has funded its operations since inception primarily through the sale of securities and the issuance of debt, as well as with proceeds from warrant and option exercises, corporate licensing and collaborative agreements, and government-sponsored research grants. At March 31, 2025, TTNP had a working capital of approximately $1.9 million compared to working capital of approximately $2.4 million at December 31, 2024.

In September 2023, TTNP entered into a purchase agreement with Sire, pursuant to which TTNP agreed to issue 950,000 shares of its Series AA Convertible Preferred Stock at a price of $10.00 per share, for an aggregate purchase price of $9.5 million. The purchase price consisted of (i) $5.0 million in cash at closing and (ii) $4.5 million in the form of a promissory note from Sire which was paid in September 2023. The net cash proceeds from this transaction were approximately $9.5 million.

In September 2023, TTNP closed on the sale of the ProNeura Assets pursuant to the Asset Purchase Agreement with Fedson. The ProNeura Assets constituted only a portion of TTNP’s assets. In August 2023, TTNP entered into an Amendment to the Asset Purchase Agreement, pursuant to which Fedson agreed to purchase the ProNeura Assets for a purchase price of $2.0 million, consisting of (i) $500,000 in readily available funds, paid in full on the ProNeura Closing Date, (ii) $500,000 in the form of the Cash Note and (iii) $1,000,000 in the form of the Escrow Note. TTNP will also be eligible to receive potential milestone payments of up to $50 million on future net sales of the products and certain royalties on future net sales of the products. As further consideration, Fedson assumed all liabilities related to a pending employment claim against TTNP. On the ProNeura Closing Date, Fedson delivered a written guaranty by a principal of Fedson of all of Fedson’s obligations under both the Cash Note and Escrow Note. The Cash Note included provisions, which Fedson has exercised, allowing Fedson to extend the payment of the Cash Note to November 1, 2023 and again to December 1, 2023 upon payment of $5,000 for each extension. The Cash Note and Escrow Note were paid in December 2023 and January 2024, respectively. TTNP received the funds from the escrow account in February 2024.

In August 2023, TTNP received $500,000 in funding in exchange for the issuance of a convertible promissory note for that principal amount to Choong Choon Hau (the “Hau Promissory Note”). Pursuant to the Hau Promissory Note, the principal amount will accrue interest at a rate of 10% per annum and will be payable monthly. All principal and accrued interest shall be due and payable on January 8, 2024, unless extended as provided. All or part of the Hau Promissory Note could be converted into TTNP common stock at a conversion price of $9.32 per share from time to time following the issuance date and ending on the maturity date. In March 2024, the Hau Promissory Note, along with accrued interest, was converted into 54,132 shares of TTNP common stock.

At March 31, 2025, TTNP had cash of approximately $1.9 million. At December 31, 2024, TTNP had cash of approximately $2.8 million.

In April 2025, TTNP completed the Private Placement transaction with Blue Harbour, pursuant to which TTNP agreed to issue 100,000 shares of its Series B Convertible Preferred Stock at a price of $10.00 per share, for an aggregate purchase price of $1.0 million.

Net cash used in operating activities for the three months ended March 31, 2025 consisted primarily of net loss of approximately $0.6 million, and approximately $0.3 million related to net changes in operating assets and liabilities. Net cash used in operating activities for the three months ended March 31, 2024 consisted primarily of net loss of approximately $1.0 million, offset by approximately $0.4 million related to net changes in operating assets and liabilities. Uses of cash in operating activities were primarily to general and administrative expenses. Net cash used in financing activities for the three months ended March 31, 2025 consisted of expenses paid on behalf of a related party.

Net cash used in operating activities for the year ended December 31, 2024 consisted primarily of the net loss for the period of approximately $4.7 million offset by approximately $0.8 million related to net changes in operating assets and liabilities.

PUBCO’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

PubCo, an exempted company limited by shares, was formed under the laws of the Cayman Islands on July 11, 2024. PubCo was formed solely to effect the Business Combination between TTNP and TalenTec, pursuant to the Merger Agreement and Share Exchange Agreement, and, except in connection with the Business Combination, has not engaged in any operations.

PubCo has only nominal assets and liabilities and has no commitments, except as provided in the Merger Agreement—principally, to pay TalenTec’s and the TalenTec Shareholders’ unpaid Company Transaction Expenses and TTNP’s and PubCo’s unpaid Parent Transaction Expenses at the closing of the Business Combination. Pursuant to the Merger Agreement, TalenTec and TTNP have agreed to use commercially reasonable effort to obtain written commitments for a private placement of equity, debt or other alternative financing to PubCo in amount up to $1 million, as Transaction Financing. There is no assurance that such commitments will be obtained.

PubCo’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations. The Company incurred net losses of US$3,947 for the period from July 11, 2024 (inception) through July 31, 2024, with a working capital deficit of US$3,947 and net total liabilities of US$3,947 as of July 31, 2024. The Company’s operating results for future periods are subject to numerous uncertainties, and it is uncertain if the Company will be able to reduce or eliminate its net losses for the foreseeable future. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management plans to address this uncertainty through completion of the Business Combination, of which there is no assurance. The Company’s financial statements do not give effect to any adjustments relating to the carrying values and classification of assets and liabilities that would be necessary should the Company be unable to continue as a going concern.

TALENTEC’S MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context otherwise requires, for purposes of this section, the terms “we,” “us,” or “our,” refer to TalenTec and its subsidiary prior to the consummation of the Business Combination. You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes included elsewhere in this prospectus. Some of the information contained in this discussion and analysis is set forth elsewhere in this proxy statement/prospectus, including information with respect to our plans and strategy for our business, and includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in this proxy statement/prospectus titled “Risk Factors.” Our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

TalenTec seeks to deliver effective and cost-efficient human capital management (“HCM”) solutions to customers who have different levels of need and challenges. We work closely with our clients as one unit focusing on designing and implementing different applications for financial management, spend management, human capital management, planning, and analytics. We believe post implementation support is essential to customers, hence both our in-house expertise and the provision of maintenance, training and other support services to meet the different needs of customers. As a leading provider of HCM software in Malaysia, TalenTec has introduced numerous cutting-edge HCM solutions to that market, such as Oracle PeopleSoft HCM, Oracle PeopleSoft Financials, Sunfish Workplaze HR, DayForce HCM, and MiHCM Cloud, through our holistic, integrated and reliable services. The services and solutions offered encompass a wide range of human resource management needs, catering to various industries and supporting key aspects of the HR lifecycle.

We have applied our expertise with PeopleSoft Human Resource and Payroll and PeopleSoft Financials since 1993. With a 30-year plus track record, we have a strong, diverse client base, from medium-sized and large organizations within numerous industry categories, including financial services, hospitality, public sector, telecommunications, education, healthcare, and manufacturing. We operate directly in Malaysia and Singapore and with services partners in other parts of the Asia Pacific region. While we continue to expand our services partner arrangements to further support our customers, we are participating in development of an HCM cloud solution directed at the hospitality industry. We also intend to enlarge our regional presence in Southeast Asia by expanding our operations in Indonesia and to the Philippines; however these plans depend on successful completion of the HCM cloud solution and successful conclusion of discussions with a major vendor and successful completion of development of the HCM solution in which TalenTec is participating. See, “Information Related to TalenTec—Business—Growth Strategies.”

The HCM market in this region is changing significantly through the adoption of mobile applications, digitalization, and AI. We expect opportunities not only from existing and new client adoption of cloud-based software solutions, but also in providing the corresponding services that they require.

Our future growth is significantly contingent upon our capacity to attract new clients. If our efforts to attract new customers are insufficiently successful, our revenue and rate of revenue growth may also decline. From our experience, our strategy of providing incident response and proactive services help tremendously our drive for new customers. Many organizations in Southeast Asia region have not yet adopted cloud-based HCM solutions, and, given our broad range of products and services tailored to organizations of varying sizes across multiple industries, we are optimistic about available expansion opportunities.

Our ability to increase revenue also depends in large part on our ability to retain our existing customers. We are dedicated to growing sales through our existing customer base by expanding our product offerings, augmenting support and enhancement services, and providing upgrade services. For example, as of July 31, 2023 and 2024, our SaaS subscription renewal rate for our existing customers was 100%. For the six months ended January 31, 2024 and 2025, our subscription renewal rate for our existing customers was 100%.

Our ability to increase revenue is heavily influenced by the number of consultants dedicated to implementation and maintenance services in the projects. These professionals are crucial in ensuring the punctual delivery of projects to our clients. Augmenting our team in these areas can significantly shorten the project implementation and sales cycles. Additionally, a strong sales force is indispensable for broadening our customer base by actively engaging with a larger pool of potential clients. As of July 31, 2023 and 2024, we had 29 and 30 consultants, respectively. As of January 31, 2024, and 2025, we had 29 and 29 consultants, respectively.

We measure our business using annual recurring revenue and non-GAAP financial measures to manage our business and monitor results of operations. We believe that the financial statements and the other financial data included in this proxy statement/prospectus have been prepared in a manner that complies, in all material respects, with generally accepted accounting principles in the United States, or GAAP, and the regulations published by the SEC.

Annual Recurring Revenue (“ARR”) represents the expected annual billing amounts from all active maintenance and subscription agreements. ARR is calculated based on the contract Monthly Recurring Revenue (“MRR”) multiplied by 12. MRR is calculated based on the accounting adjusted total contract value divided by the number of months of the agreement based on the start and end dates of each contracted line item. The aggregate ARR calculated at the end of each reported period represents the value of all contracts that are active as of the end of the period, including those contracts that have expired but are still under negotiation for renewal. We typically allow for a grace period of up to six months past the original contract expiration quarter during which we engage in the renewal process before we report the contract as lost / inactive. This grace-period ARR amount has been less than 2% of the reported ARR in each period presented. If there is an actual cancellation of an ARR contract, we remove that ARR value at that time.

We believe ARR is an important metric for understanding our business since it tracks the annualized cash value collected over a 12-month period for all of our recurring contracts, irrespective of whether it is a maintenance contract on a perpetual license or a SaaS subscription contract. ARR should be viewed independently of total revenue and deferred revenue related to our software and services contracts and is not intended to be combined with or to replace either of those items.

Maintenance Annual Recurring Revenue (“Maintenance ARR”) represents the portion of ARR only attributable to our maintenance contracts.

We believe that the Maintenance ARR is a helpful metric for understanding our business since it represents the approximate annualized cash value collected over a 12-month period for all our maintenance contracts. Maintenance ARR comes basically from maintenance contracts supporting our perpetual licenses. Maintenance ARR is recognized on the 12 months cycle. Any contracted maintenance revenue beyond the 12 months is considered as deferred revenue. As we continue to shift our focus from perpetual licenses to cloud-based subscriptions, we expect Maintenance ARR will decrease in future quarters.

Subscription Annual Recurring Revenue (“Subscription ARR”) represents the portion of ARR only attributable to our subscription contracts.

We believe that Subscription ARR is a helpful metric for understanding our business since it represents the approximate annualized cash value collected over a 12-month period for all of our recurring subscription contracts. Subscription ARR, which excludes maintenance contracts on our perpetual licenses, provides an insight to our periodic performance and overall size and scale of our subscription business. This is especially important, as the Company continues to focus efforts on subscription-based licensing. Subscription ARR should be viewed independently of subscription revenue and deferred revenue related to subscription contracts and is not intended to be combined with or to replace either of those items.

We provide our customers with HCM solutions using Oracle PeopleSoft HCM, Oracle PeopleSoft Financials, Sunfish Workplaze HR, Dayforce HCM, and MiHCM Cloud, all of which are third party HCM software, developed and owned by different corporations. We derive our revenues from maintenance services, implementation services, SaaS subscription services, licensing and other services, including training services, sales of hardware and other supporting activities related to software.

Maintenance services revenues are generally recognized over time using an output-based method. The maintenance services provided to customers are based on Software Maintenance and Support Service Agreements signed with our customers. The duration of the services is normally between one to three years. Customers are generally billed in advance before the services are provided. Customers will have up to 45 days to make payments from the date of receipt of the original invoice. The fees vary based on different applications in use and the support model that is adopted, including the degree of support activities involved. The maintenance services can be either bundled with other relevant services or on its own. The maintenance and support services include troubleshooting, addressing and resolving a customer’s legitimate concerns. Maintenance services revenue accounted for approximately 33% and 34 of our total revenue for the six months ended January 31, 2024 and 2025, respectively. Maintenance services revenue accounted for approximately 45% and 42% of our total revenue during fiscal 2023 and 2024, respectively. Approximately 80% of the revenue generated from maintenance services is from the Oracle PeopleSoft HCM, with a small contribution from Oracle PeopleSoft Financials; the rest of the revenues were generated from Sunfish Workplaze HR and MiHCM Cloud solutions.

Implementation services revenues are recognized over time as services involve setting the system, configuration, customization work, loading customers’ data, testing and certification for production of the software, which are considered to be part of delivery activities. As each customer has different HR policies such as overtime wage rates, leave entitlements, claim metrics, performance appraisals, policy matters and statutory compliance, we deliver solutions that are highly configured and tailored to the different business needs of different customers. Our implementation contracts run typically from six to 18 months, with firm commitments for performance from both parties. We generally charge the customers based on the milestones listed in our scope of services. We may provide certain customers with flexible payment terms, and the timing of revenue recognition may differ from the timing of invoicing to our customers. Implementation services revenue accounted for approximately 33% and 36% of our total revenue for the six months ended January 31, 2024 and 2025, respectively, and approximately 34% and 39% of our total revenue during fiscal 2023 and 2024, respectively.

SaaS Subscription services revenues are generally recognized over time. The contract we sign with clients also includes relevant consultancy and implementation services bundled into a single performance obligation. Customers are typically charged a one-time upfront access fee for the use of the software solution. Our SaaS subscription contracts typically have a term of one to three years with very restrictive cancellation clauses. We generally invoice our customers quarterly, semi-annually or annually in advance for SaaS subscriptions. Subscription revenues are driven primarily by the number of user access, the headcount of the organization, and the specific application modules subscribed. Over time, these revenue variables will continue to expand, as the business of the customer grows. Subscription revenue accounted for approximately 22% and 13% of our total revenue for the six months ended January 31, 2024 and 2025, respectively, and approximately 11% and 13% of our total revenues during fiscal 2023 and 2024, respectively.

Licensing fee revenues are based on the conventional licensing model, in which the license to use the software is charged only once, up front. Subsequent revenues for the licensing are annual support and maintenance charges for the licensed software. The revenue from licensing fees is recognized at the point in which the software licenses are made available to a customer. The charging parameters for the licensing include the number of user access, the headcount, and the relevant licensed modules purchased. Over time, the revenues will continue to expand so long as the business and the needs of the customer grow. Licensing fee revenue accounted for approximately 9% and 8% of our total revenue for the six months ended January 31, 2024 and 2025, respectively, and approximately 7% and 4% of the total revenues generated in fiscal 2023 and 2024, respectively.

Other revenues are derived mainly from training services, sales of hardware and other support activities associated with software. Revenue is generally recognized over the service period. Revenues from these sources augment our core activities, i.e., implementation, maintenance, SaaS subscription services and licensing. Other revenues also generated from sales of hardware, for example, Facial Recognition (“FR”) access and attendance systems and closed-circuit television (“CCTV”). Other revenues accounted for approximately 3% and 9% of our total revenue for the six months ended January 31, 2024 and 2025, respectively, and approximately 3% and 2% of the total revenues generated in fiscal 2023 and 2024, respectively.

Our charging matrix depends on the types of services and activities provided to clients. We employ fixed charges with the option for variation orders for services related to a specific scope of work. For time and materials-based services, we charge usually by man-days utilized. For secondment services, we apply fixed charges based on the number of workdays, and we bill clients either weekly or monthly. We generally invoice our customers in arrears for our professional services. For contracts billed on a time and materials basis, revenues are recognized over time as the professional services are performed. For contracts billed on a fixed price basis, revenues are recognized over time based on the proportion of the professional services performed. In some cases, we supplement our consulting teams by subcontracting resources from our service partners and deploying them on customer engagements.

The mix of applications to which each customer subscribes can affect our financial performance, due to price differentials in our applications. Pricing for our applications varies based on many factors, including the number of users, the relevant application modules purchased or subscribed for, the size of the company in terms of head count, and in some cases the revenue of the company. New products or services offered by competitors in the future could also impact on the mix and pricing of our offerings.

In-house employee costs are primarily of salaries and other personnel-related costs, including employee benefits and bonuses, for employees providing services to our customers.

Direct costs consist of costs of third-party intellectual property fees (that is basically licensing fee and related maintenance) that we sell to the customer, the amortization of services costs, an allocation of general overhead costs and referral fees. Direct costs of third-party intellectual property fees include amounts paid for third-party licenses and related maintenance that we sell as part of our solutions. We also purchase software licenses from software vendors on a wholesale basis and resell them to our customers with a mark-up. We also outsource some implementation work to third-party IT companies, depending on project requirements or in the event of resource constraints.

Sales and marketing expenses. Sales and marketing expenses consist primarily of salaries and employee-related expenses, marketing and advertising expenses, and depreciation and rental expenses related to marketing functions.

General and administrative expenses. General and administrative expenses consist of salaries and employee-related expenses for finance and accounting, legal, human resources, information systems personnel, professional service fees, and rental expenses related to general and administrative personnel.

The following table sets forth our consolidated statement of operations data for the periods indicated:

Operations in Malaysia accounted for 96.8% and 98.6% of revenue for the six months ended January 31, 2024 and 2025, respectively and 98.7% and 96.8% in 2023 and 2024.

Our total revenues for the six months ended January 31, 2024, and 2025, consist of revenues generated from maintenance services, implementation services, SaaS Subscription services, licensing and other services based on different types of software clients chose to implement and subscribe. Revenue generated from licensing services is one-time revenue and influenced by the number of new clients acquired. Once the new clients have licensed to a software product, they would have perpetual rights to use the software. If clients require upgrade version of the product or new function, TalenTec will offer implementation and maintenance services. Hence, the revenue from implementation and maintenance services are highly generated by existing customers. Given the market’s continuing momentum shift to cloud-based digitalization solutions, more new clients are looking for cloud-based solutions.

Total revenues were $1,087,895 for the six months ended January 31, 2024, compared to $1,682,879 for the six months ended January 31, 2025, an increase of $594,984, or 55%, due principally to the increase in revenue generated from maintenance implementation, licensing and hardware. To continue with the up going trend, the Company will continue to acquire new clients by expanding the sales force and network and to ensure the consultants to reduce time lags on delivery projects.

Maintenance services revenues were $364,242 for the six months ended January 31, 2024, compared to $ 579,709 for the six months ended January 31, 2025 an increase of $ 215,467 or 59 %. The increase primarily reflects improved client retention and higher demand for post-implementation support services. As customers required ongoing system updates and optimizations, the Company experienced growth in maintenance-related engagements. Additionally, the gradual expansion of the Company’s client base contributed to higher recurring revenue from existing client contracts.

Implementation services revenues were $355,071 for the six months ended January, 2024, compared to $ 607,813 for the six months ended January 31, 2025, an increase of $ 252,742, or 71%. TalenTec has secured a new project for Sunfish Workplaze and two Oracle PeopleSoft upgrade services projects, which contributed to the increased of implementation revenue for the six months ended January 31, 2025.

Revenues generated from SaaS subscription services were $242,995 for the six months ended January 31, 2024, compared to $ 213,261 for the six months ended January 31, 2025, an decrease of $ 29,734 or 12%. The decrease in revenue was mainly due to a temporary slowdown in subscription renewal activities from certain clients. Additionally, some customers opted to delay expanding their usage of SaaS modules to align with internal budget constraints. Despite this, the Company remains focused on increasing SaaS adoption among new and existing clients, which is expected to continue with the upward trend with corresponding growth in the revenue in future periods.

Revenue generated in licensing services was $95,210 for the six months ended January 31, 2024, compared to $ 139,105 for the six months ended January 31, 2025, an increase of $ 43,895 or 46%. The increase in licensing services revenues was due to one upgraded project from Oracle PeopleSoft which required to upgrade the software licenses.

Revenue generated from other services was $30,377 for the six months ended January 31, 2024, compared to $ 142,991 for the six months ended January 31, 2025, an increase of $ 112,614or 370%. The revenue increase in other services was mainly derived from sales of hardware infrastructure and on-going maintenance of the device. With the growing adaptation of AI technology, the Company anticipates increasing demand from customers who need hardware infrastructure and software integration services.

Our costs and expenses for the six months ended January, 2024, and 2025, were as follows:

Total costs and expenses were $ 997,698 for the six months ended January 31, 2024, compared to $1,364,525 for the six months ended January 31, 2025, an increase of $366,827, or 37%. The increase in total costs and expenses was primarily due to an increase of $ 78,623 in general and administrative expenses, due to the expansion of sales & marketing staff force and relocation of new office premises. Costs of revenue were $ 773,487 for the six months ended January 31, 2024, compared to $ 1,061,883 for the six months ended January 31, 2025, an increase of $288,396, or 37%, due to higher in third party license cost.

Sales and marketing expenses were $7,364 for the six months ended January 31, 2024, compared to $ 7,172 for the six months ended January 31, 2025, an decrease of $192, or (3)%.

We expect sales and marketing expenses to increase in absolute terms as we continue to invest in our domestic and international selling and marketing activities to expand awareness of our brand and product offerings to attract new and existing customers. In Malaysia, the digitalization of HR processes indicates that the data center market size could reach $2.252 billion by 2028, up from $1.31 billion in 2022, growing at a CAGR of 9.41% during this period. In the Philippines, software and service sales are forecasted to reach $95 million by 2025. Indonesia aims to achieve digital integration for 30 million micro, small, and medium enterprises (MSMEs) by 2024. With the growing number of data centers being built, the demand for systems software such as security and networking solutions and cloud-based HCM solutions will increase. The significant push for digital transformation by local businesses is expected to further bolster the adoption of HCM solutions, as organizations seek to streamline HR processes and adapt to evolving work environments. Consequently, our management team is expanding services related to digitalization, leading to increased sales and marketing expenses.

General and administrative expenses were $216,847 for the six months ended January 31, 2024, compared to $ 295,470 for the six months ended January 31, 2025, an increase of $ 78,623, or 36%.

We have been financing our operations through existing cash and bank balances, cash generated from our operations and external sources of funds, which consists of equity and debt financing. As of January, 2024 and 2025, the Group had cash and restricted cash of $4,250 and $371,963, respectively; and funding from the existing financial institutions credit lines available as of January 31, 2024 and 2025, totaled approximately $ 368,300 and $ 120,436, respectively. TalenTec had working capital deficits of $143,235 as of January 31, 2024 and working capital of $838,805 as of January 31, 2025. We generated a net profit of $294,968 and net cash provided by operating activities of $ 189,245 for the six months ended January 31, 2025.

Our long-term future capital requirements depend on many factors, including the effects of macroeconomic trends, customer growth rates, subscription renewal activity, the expansion of sales and marketing activities, and the introduction of new and enhanced services offerings. Given the post-pandemic growth of economic in APAC region and the trend on developing high-standard digital trade rules that promote cross-border data flows and discourage data localization, management has embarked on a development HCM cloud solution and scheduled to roll out the beta version of the software in the 2026 second fiscal quarter.

Our cash flows for the six months ended January 31, 2024 and 2025 were as follows:

Cash provided by operating activities was $121,525 and $189,245 for the six months ended January 31, 2024 and 2025, respectively. For the six months ended January 31, 2025, cash flow provided by operating activities was improved from accounts receivable billings and improvement of cash collections from customer advances.

Cash used in investing activities was nil, and $ 113,489, due to purchase of computer equipment and office renovation for the six months ended January 31, 2024 and 2025, respectively.

For the six months ended January 31, 202, cash used in financing activities was $120,447, which was primarily due to a $ 109,756 repayment of short term borrowings and a $ 10,691 repayment of loans provided by a related party.

For the six months ended January 31, 2025, cash used in financing activities was $426,104, which was mainly due to a $ 302,277 repayment of short-term borrowings. a $123,827 payment of deferred offering cost.

Our borrowings primarily consist of short-term bank overdrafts and long-term term loans from commercial banks. The short-term bank overdraft arises from a credit facility agreement that the Company entered into with Alliance Bank Malaysia Berhad on November 22, 2010, with subsequent revisions to the agreement on February 15, 2013, April 13, 2015, April 20, 2017, January 22, 2021, August 11, 2023, and most recently on February 19, 2025. As of January 31, 2025, key terms regarding the credit facility are disclosed under Note 8 to the Consolidated Financial Statements.

Our total revenues for the fiscal years ended July 31, 2023, and 2024, consist of revenues generated from maintenance services, implementation services, SaaS Subscription services, licensing and other services based on different types of software clients chose to implement and subscribe. Revenue generated from licensing services is one-time revenue and influenced by the number of new clients acquired. Once the new clients have licensed to a software product, they would have perpetual rights to use the software. If clients require an upgrade version of the product or new function, TalenTec will offer implementation and maintenance services. Hence, the revenue from implementation and maintenance services are highly generated by existing customers. Given the market’s continuing momentum shift to cloud-based digitalization solutions, we believe that more new clients are looking for cloud-based solutions.

Total revenues were $2,082,028 for the fiscal year ended July 31, 2023, compared to $2,124,496 for the fiscal year ended July 31, 2024, an increase of $42,468, or 2%, a result of expanded marketing activities, which include increasing the headcount in the sales force, and expanding market coverage, beginning at the start of 2024. Thus we would expect continued increases in revenue for the coming years.

Maintenance services revenues were $937,166 for the fiscal year ended July 31, 2023, compared to $902,821 for the fiscal year ended July 31, 2024, a decrease of $34,345, or 4%. We expect maintenance services revenue, as well as on-premise license revenue to, decline in favor of increasing cloud licensing revenue.

Implementation services revenues were $700,420 for the fiscal year ended July 31, 2023, compared to $833,886 for the fiscal year ended July 31, 2024, an increase of $133,466, or 19%, corresponding to our expanded marketing programs, as implementation services follow sales. The double digit increase in terms of percentage is the result of an opportunistic expansion of the marketing activities in the midst of an overall improvement in the post pandemic economy in the backdrop.

Revenues generated from SaaS subscription services were $226,630 for the fiscal years ended July 31, 2023, compared to $277,109 for the fiscal year ended July 31, 2024, an increase of $50,479 or 22%, resulting from our increased marketing and sales efforts, a market shift towards adoption of cloud solutions, and a perfect record of retention of cloud customers.

Revenue generated in licensing services was $147,347 for 2023, compared to $94,727 for the year ended July 31, 2024, a decrease of $52,620 or 36%, mainly due to the natural attrition of on-premise licensing opportunities, as cloud adoption continues to take precedence.

Our costs and expenses for the fiscal years ended July 31, 2023 and 2024, were as follows:

Total costs and expenses were $2,036,218 for the fiscal year ended July 31, 2023, compared to $2,005,836 for the year ended July 31, 2024, a decrease of $30,382, or 2%. Overall expenses are expected to rise, however, due to overtime and marketing costs.

Sales and marketing expenses were $12,255 for the fiscal year ended July 31, 2023, compared to $16,822 for fiscal year 2024, an increase of $4,567, or 37%, reflecting expanded marketing and sales efforts.

General and administrative expenses were $406,044 for fiscal year 2023, compared to $551,353 for fiscal 2024, an increase of $145,309, or 36%. The company recorded all incurred transaction costs of $355,450 related to the Business Combination for 2024 in the 2024 third fiscal quarter.

We have been financing our operations through existing cash and bank balances, cash generated from our operations and external sources of funds, which consist of equity and debt financing. As of July 31, 2023 and 2024, TalenTec had cash and restricted cash of $548,073 and $1,234,030, respectively; and funding from the existing financial institutions credit lines available as of July 31, 2023 and 2024 totaled approximately $185,565 and $273,006, respectively. As of July 31, 2023 and 2024, we had accumulated deficits of $412,345 and $259,118, respectively. The Company had a working capital deficit of $166,234, as of July 31, 2023 and working capital of $696,397, as of July 31, 2024, in part, as a result of an $800,000 equity investment. We generated net income of $11,686 and $153,227 and net cash provided by operating activities of $308,475 and $191,554 for the fiscal years ended July 31, 2023 and 2024, respectively.

TalenTec believes that its cash provided by operating activities, together with the equity investment referred to in the preceding paragraph, will be sufficient for TalenTec’s short-term cash requirements. In addition, in the long term, TalenTec believes that its bank facilities will provide sufficient cash and can be increased, as required.

Our long-term future capital requirements depend on many factors, including the effects of macroeconomic trends, customer growth rates, subscription renewal activity, the expansion of sales and marketing activities, and the introduction of new and enhanced services offerings. TalenTec is participating in development of an HCM cloud solution, of which TalenTec is intended to be the master distributor. Although rollout is scheduled for the end of calendar 2025, there can be no assurance that the project will be successfully concluded as scheduled or at all. See, “Information Related to TalenTec—Growth Strategies.”

Cash provided by operating activities was $308,475 and $191,554 for the fiscal years ended July 31, 2023 and 2024, respectively. For the fiscal year ended July 31, 2024, cash flow provided by operating activities declined due to an increase in credit sales that led to higher accounts receivable and delays in collection of payments from customers. Though the Company improved sales and reduced costs of revenue, the improvement was offset by the decline in cash flow provided by operating activities and led to a decrease of cash provided by operating activities.

Cash used in investing activities was nil, and $1,526, due to purchase of property and equipment for the fiscal years ended July 31, 2023 and 2024, respectively.

For fiscal 2023, cash used by financing activities was $302,844, which was mainly due to repayment of $205,563 of long-term borrowings and $177,695 repayment of loans provided by a director.

For the fiscal 2024, cash provided by financing activities was $566,460, which was mainly due to proceeds from issuance of common stock of $800,000 and loans provided by a director of $111,690, offset a $119,594 repayment of long-term borrowings, a $127,106 repayment of bank overdraft, and $143,602 repayment to a director.

Our borrowings primarily consist of short-term bank overdraft and long-term term loans from commercial banks. The short-term bank overdraft was derived from a credit facility agreement the Company entered into with Alliance Bank Malaysia Berhad in 2010, with terms revised in 2013, 2015, 2017 and 2021. For fiscal 2023, the Company received net proceeds from bank overdrafts of $56,849. For fiscal 2024, the Company made net repayments and received proceeds of bank overdrafts of $32,646 and $10,994, respectively. For further information, see “Risk Factors—Borrowing Risks and Restrictive Covenants” and Note 8 to Consolidated Financial Statements.

Our consolidated financial statements are prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an ongoing basis, we evaluate our estimates, judgments, and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.

We believe that of our significant accounting policies, which are described in Note 2, Summary of Significant Accounting Policies, of Notes to Consolidated Financial Statements, the following accounting policies and specific estimates involve a greater degree of judgment and complexity. Accordingly, these are the policies and estimates we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and operating results.

TalenTec’s revenue is generated from maintenance services, implementation services, SaaS subscription fees, licensing fees and other supporting services. TalenTec generally recognizes revenue from the sale of services as the services are performed, which is typically ratably over the term of a contract, which the Group believes to be the best measure of progress. The Group recognizes revenues as it satisfies performance obligations to its customers in an amount reflecting the total consideration it expects to receive from the customer.

TalenTec adopted ASC Topic 606, “Revenue from Contracts with Customers (“ASC 606”)” for revenue recognition. The core principle of the guidance requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply these five steps:

Step 4: Allocate the transaction price to the performance obligations in the contract

A performance obligation is a promise in a contract with a customer to transfer products or services that are distinct. Our contracts with customers may include multiple promises to transfer services to a customer. Determining whether products and services are distinct performance obligations that should be accounted for separately or combined as a single performance obligation may require significant judgment that requires the Company to assess the nature of the promise and the value delivered to the customer.

The Company’s primary performance obligations consist of maintenance services, implementation services, SaaS subscription services, licensing and others. We satisfy these performance obligations over time as we transfer the promised services to our customers, except for the licensing fee. Revenue for a licensing fee is recognized at the point in which software licenses are made available to a customer. Maintenance, implementation, SaaS subscription and other supporting services consist of daily requirements to deliver service to the customer. Each day, the delivery of the service provides value to the customer, and each day represents a measure toward completion of the service. As such, these professional services meet the criteria to be a series of distinct services. In determining whether these professional services are distinct, we consider the following factors for each professional services agreement: availability of the services from other vendors, the nature of the professional services, the timing of when the professional services contract was signed in comparison to the subscription start date, and the contractual dependence of the service on the customer’s satisfaction with the professional services work. To date, we have concluded that the above-mentioned professional services included in contracts with multiple performance obligations are generally distinct services. As such, we view professional services as a performance obligation to the customer.

At contract inception, we evaluate whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. We combine contracts entered into at or near the same time with the same customer if we determine that the contracts are negotiated as a package with a single commercial objective; the amount of consideration to be paid in one contract depends on the price or performance of the other contract; or the services promised in the contracts are a single performance obligation.

We account for income taxes under ASC 740, “Income Taxes.” The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. The expense is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Provision for income taxes consists of taxes currently due plus deferred taxes. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures.

TalenTec did not accrue any liability, interest or penalties related to uncertain tax positions in its provision for income taxes for the years ended July 31, 2023 and 2024, respectively. TalenTec does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred.

See Note 2, Accounting Standards and Significant Accounting Policies, of the Notes to Consolidated Financial Statements for a full description of recent accounting pronouncements.

The following sets forth certain information, as of the Record Date, concerning the persons who are expected to serve as directors and executive officers of PubCo following the consummation of the Business Combination.

Brynner Chiam serves as PubCo’s sole director and executive officer and a member of TTNP’s Board of Directors. Mr. Chiam currently serves as Vice President of Finance and Tax at Black Chamber Management, a shared service company which provides outsourcing services to related companies as well as third parties, since November 2020, where he is responsible for all aspects of planning, implementing and managing financing activities for the company and its clients. From February 2014 to October 2020, Mr. Chiam served as a Director for Tricor Taxand Sdn. Bhd., a professional tax firm and independent tax adviser specializing in providing tax-related services to its clients. Mr. Chiam is a member of the Chartered Tax Institute of Malaysia and has over 20 years of experience as a tax consultant and tax practitioner. He received his Bachelor of Business Studies (Accountancy) from Massey University in New Zealand. Based on Mr. Chiam’s experience, the TTNP Board believes that Mr. Chiam has the appropriate set of skills to serve as a member of the TTNP Board.

Avraham Ben-Tzvi, Adv. serves as a member of TTNP’s Board of Directors. Mr. Ben-Tzvi is the founder of ABZ Law Office, a boutique Israeli law firm specializing in corporate & securities laws, commercial law & contracts, and various civil law matters, as well as providing outsourced general counsel services for publicly traded as well as private companies and corporations, which he established in January 2017. Mr. Ben-Tzvi served as Chief Legal Officer and General Counsel of Purple Biotech Ltd. (formerly Kitov Pharma Ltd.) (NASDAQ/TASE: PPBT), a clinical-stage company advancing first-in-class therapies to overcome tumor immune evasion and drug resistance, from November 2015 until April 2020. Prior to that, Mr. Ben-Tzvi served as General Counsel and Company Secretary at Medigus Ltd. (NASDAQ/TASE: MDGS), a minimally invasive endosurgical tools medical device and miniaturized imaging equipment company, from April 2014 until November 2015. Prior to that he served as an attorney at one of Israel’s leading international law firms where, amongst other corporate and commercial work, he advised companies and underwriters on various offerings by Israeli companies listing in the US and on various SEC related filings. Prior to becoming a lawyer, Mr. Ben-Tzvi worked in several business development, corporate finance and banking roles at companies in the financial services, lithium battery manufacturing and software development industries. Between January 5, 2025 and April 2, 2025, Mr. Ben-Tzvi served as a member of the Board of Directors of Cyclacel Pharmaceuticals Inc. (NASDAQ: CYCC) a pharmaceuticals development company. Between October 15, 2024 and December 19, 2024, Mr. Ben-Tzvi served as a member of the Board of Directors of LQR House, Inc. (NASDAQ: YHC), a company in the wine and spirits e-commerce sector. Between March 25, 2024 and August 2, 2024, Mr. Ben-Tzvi served as a member of the Board of Directors of OpGen, Inc. (NASDAQ: OPGN), a precision medicine company. Between December 2023 and February 2025, Mr. Ben-Tzvi served as a member of the Board of Directors of Minim, Inc. (NASDAQ: MINM), a company which delivered smart software-driven communications products under the globally recognized Motorola brand and Minim® trademark. Mr. Ben-Tzvi has been serving as a member of the TTNP Board since August 2022. Mr. Ben-Tzvi holds a B.A., magna cum laude, in Economics from Yeshiva University in New York and an LL.B., magna cum laude from Sha’arei Mishpat College of Law in Hod HaSharon, Israel. Mr. Ben-Tzvi is a licensed attorney and member of the Israel Bar Association and is also licensed as a Notary by the Israeli Ministry of Justice. Based on Mr. Ben-Tzvi’s extensive legal experience and knowledge in the fields of civil-commercial law and corporate and securities law, and his previous public company and commercial business experience, our Board believes that Mr. Ben-Tzvi has the appropriate set of skills to serve as a member of the Board of Directors of the Company.

Mr. Firdauz Edmin Bin Mokhtar as a member of TTNP’s Board of Directors. He has been the Chief Executive Officer of Saujana Petroleum Sdn Bhd since November 2023. Saujana Petroleum Sdn Bhd is an investment holding company, with operations that include marine operation and maintenance for Malaysia oil production under E&P O&M Services Sdn Bhd (EPOMS). Mr. Mokhtar served as the Chief Financial Officer of Data Knights Acquisition, a special purpose acquisition company, from February 2021 until November 2023, when it completed a business combination with OneMedNet, a medical imaging company, based in the United States. From January 2020 until January 2021, he served as Senior Vice President, Special Projects, of Group CEO Office, at Serba Dinamik Holdings Berhad, where he was involved in mergers and acquisitions. Previously from May 2012 until November 2019, Mr. Mokhtar was the Chief Financial Officer of PBJV Group Sdn Bhd (PBJV), where he was responsible for accounting, finance, tax and legal issues, as well as general company secretarial matters for the group. Mr. Mokhtar received his Bachelor Degree (Honors) in Accountancy in July 1997 from The International Islamic University Malaysia., Mr. Mokhtar is a Certified Public Accountant registered with the Malaysian Institute of Accountants.

Francisco Osvaldo Flores García as a member of TTNP’s Board of Directors. He is a Managing Partner of Trebol Capital since 2013, where he also serves as a board member. Trebol Capital is a Venture Capital Fund that invests in technology companies. Since October 2019, Mr. Flores has been the Managing Partner of Klee Real Estate de Mexico, an investment group focused in Real Estate. Mr. Flores is in charge of fundraising and analysis of new investment opportunities, and he manages the day to day operations. From October 2020 through March 2023, Mr. Flores served as the Chief Financial Officer of SPAC Benessere Capital, a special purpose acquisition company. From April 2022 until March 2023, Mr. Flores was the Venture Partner and Managing Partner of Arc Group Ventures in Mexico, where he was in charge of new operations in the Mexican market. Mr. Flores is a Mechatronics Engineer with an Artificial Intelligence specialty (2004-2009) Student of the MBA (MBA) at Tecnológico de Monterrey. He is also qualified as a Project Manager Professional - PMI (2012) and is a Manager at Lean Startup & Social Entrepreneur for Ecosystem Development – TechBA Technology Business Models.

Each Director holds office for the term, if any, fixed by the terms of his appointment or until his earlier death, bankruptcy, insanity, resignation or removal. If no term is fixed on the appointment of a Director, the Director serves indefinitely until his earlier death, bankruptcy, insanity, resignation or removal.

Upon the consummation of the Business Combination, PubCo anticipates that Brynner Chiam will serve as Director, Chief Executive Officer and Acting Chief Financial Officer.

Ho Say San has over 40 years of corporate management experience, including 37 years as Manager and Managing Director of TalenTec. He led a management buy-out of TalenTec in 1995 and thereafter in building the Company’s consultancy practice. Mr. Ho leads TalenTec in terms of vision and direction, maintaining sustainable growth and profitability, and continuous product and market development. For fiscal 2024, his compensation was RM400,000. He also receives medical benefits, on the same basis as TalenTec employees, generally.

There are no family relationships between any of PubCo’s executive officers and directors or director nominees.

The aggregate cash compensation accrued to the directors and executive officers who were employed by TalenTec during fiscal year 2024 and 2023 (including individuals who are no longer with TalenTec) was approximately US$237,105 and $244,256 respectively.

If PubCo is a foreign private issuer within the meaning of the rules under the Exchange Act and, as such, PubCo is permitted to follow the corporate governance practices of its home country, the Cayman Islands, in lieu of the corporate governance standards of Nasdaq applicable to U.S. domestic companies. For example, PubCo is not required to have a majority of the board consisting of independent directors nor have a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors. PubCo may elect to follow its home country’s corporate governance practices as long as its remains a foreign private issuer. As a result, PubCo’ shareholders may not have the same protection afforded to shareholders of U.S. domestic companies that are subject to Nasdaq corporate governance requirements. As a foreign private issuer, PubCo is also subject to reduced disclosure requirements and are exempt from certain provisions of the U.S. securities rules and regulations applicable to U.S. domestic issuers such as the rules regulating solicitation of proxies and certain insider reporting and short-swing profit rules. Nonetheless, PubCo intends to align itself with the practices adopted by Nasdaq-listed U.S. domestic companies to the best of its ability to provide its shareholders with enhanced transparency and protection.

As a result of its securities being listed on Nasdaq following consummation of the Business Combination, PubCo will adhere to the rules of such exchange, as applicable to foreign private issuers and controlled companies, if applicable, in determining whether a director is independent. The board of directors of PubCo has consulted, and will consult, with its counsel to ensure that the board of director’s determinations are consistent with those rules and all relevant securities and other laws and regulations regarding the independence of directors.

Upon the Closing, it is anticipated that the size of PubCo’s board of directors will be five directors, four of whom will qualify as independent within the meaning of the independent director guidelines of Nasdaq. Messrs. Avraham Ben-Tzvi, Brynner Chiam, Firdauz Edmin Bin Mokhtar, Francisco Osvaldo Flores García and Gabriel Loh will be “independent directors” as defined in the rules of Nasdaq and applicable SEC rules.

Upon consummation of the Business Combination, PubCo will establish a separately standing audit committee, nominating and corporate governance committee, and compensation committee. The PubCo Board will adopt a charter for each of these committees. PubCo intends to comply with future Nasdaq requirements to the extent they will be applicable to PubCo.

Upon the Closing, PubCo’s audit committee will consist of Firdauz Edmin Bin Mokhtar, Francisco Osvaldo Flores García and Gabriel Loh, with Firdauz Edmin Bin Mokhtar serving as the chair of the committee. Each proposed member of the audit committee qualifies as an independent director under the Nasdaq corporate governance standards and the independence requirements of Rule 10A-3 of the Exchange Act. In addition, each proposed member of the audit committee is financially literate. Following the Business Combination, the board of directors will determine which member of the audit committee qualifies as an “audit committee financial expert”, as defined in Item 407(d)(5) of Regulation S-K, and possesses financial sophistication, as defined under the rules of Nasdaq.

Our board of directors will adopt a written charter for the audit committee which will be available on PubCo’s website upon the completion of the Business Combination.

Upon the Closing, PubCo’s nominating and corporate governance committee will consist of Francisco Osvaldo Flores García, Avraham Ben-Tzvi, and Firdauz Edmin Bin Mokhtar, with Francisco Osvaldo Flores García, serving as the chair of the committee. Each proposed member of the nominating and corporate governance committee is “independent” as defined under the applicable listing standards of Nasdaq and SEC rules and regulations.

The nominating and corporate governance committee’s responsibilities include, among other things:

The board of directors will adopt a written charter for the nominating and corporate governance committee which will be available on PubCo’s website upon the completion of the Business Combination.

Upon the Closing, PubCo’s compensation committee will consist of Firdauz Edmin Bin Mokhtar and Francisco Osvaldo Flores García, with Francisco Osvaldo Flores García serving as the chair of the committee. Each proposed member of the Compensation Committee is “independent” as defined under the applicable Nasdaq listing standards, including the standards specific to members of a compensation committee.

PubCo’s board of directors will adopt a written charter for the compensation committee which will be available on PubCo’s website upon the completion of the Business Combination.

PubCo will have a code of ethics that applies to all of its executive officers, directors and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The code of ethics will be available on PubCo’s website. PubCo intends to make any legally required disclosures regarding amendments to, or waivers of, provisions of its code of ethics on its website rather than by filing a Current Report on Form 6-K.

Shareholders and other interested parties may communicate with PubCo’s board of directors, including non- management directors, by sending a letter to PubCo at Level 8, Unit 8-02 The Bousteador, 10, Jalan PJU 7/6, Mutiara Damansara, 47800 Petaling Jaya, Selangor Darul Ehsan, Malaysia for submission to the board of directors or committee or to any specific director to whom the correspondence is directed. Shareholders communicating through this means should include with the correspondence evidence, such as documentation from a brokerage firm, that the sender is a current record or beneficial shareholder of PubCo. All communications received as set forth above will be opened by the corporate secretary or his or her designee for the sole purpose of determining whether the contents contain a message to one or more of PubCo’s directors. Any contents that are not advertising materials, promotions of a product or service, patently offensive materials or matters deemed, using reasonable judgment, inappropriate for the board of directors will be forwarded promptly to the chairman of the board of directors, the appropriate committee or the specific director, as applicable.

The following table sets forth as of the Record Date, the number of shares of TTNP Common Stock beneficially owned by (i) each person who is known to TTNP to be the beneficial owner of more than five percent of the TTNP Common Stock; (ii) each current TTNP director and director nominee; (iii) each of the named TTNP executive officers; and (iv) all TTNP directors and executive officers as a group. As of the Record Date, TTNP had 1,330,234 shares of common stock issued and outstanding. Of this amount, 1,326,921 shares are owned by TTNP’s Public Stockholders.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated, the stockholders listed in the table have sole voting and investment power with respect to the shares indicated.

To TTNP’s knowledge, as of the Record Date, at least 50% of the TTNP Common Stock is held by stockholders located in the United States, and there were approximately 37 holders of record of TTNP Common Stock in the United States.

The following table sets forth information regarding the beneficial ownership of shares of TTNP Common Stock as of the Record Date, and of PubCo Ordinary Shares immediately following the consummation of the Business Combination by:

(2) Includes 6,250 shares of TTNP Common Stock subject to options exercisable within 60 days of the Record Date.

(4) Pre-combination, TTNP is PubCo’s sole shareholder, and Brynner Chiam is PubCo’s sole director and executive officer.

(6) On May 31, 2024, pursuant to separate share purchase agreements, Eddie Tan Chee Wei, Koay Chee Leong, and Kong Chien Hoi, each agreed to purchase 75,000 TalenTec shares, and Mr. Seow agreed to purchase 275,000 TalenTec shares, constituting all issued and paid-up shares, from Mr. Ho Say San and Mr. Choo Yeow, TalenTec’s directors, in a transfer effected July 18, 2024. On July 25, 2024, Goh Chee Siong agreed to subscribe, for and TalenTec agreed to issue to him, 80,000 TalenTec shares, which transaction was effected on August 15, 2024. Danny Vincent Dass purchased all of Mr. Seow’s TalenTec shares, and Leow Kian Yong purchased all of Kong Chien Hoi’s, TalenTec shares, in transactions effected December 23, 2024. Accordingly, as of the Record Date, the ownership of all issued and paid-up TalenTec shares, all of which are held in Malaysia, is as follows: Danny Vincent Dass, 275,000 shares (47.4%); Goh Chee Siong (13.8%); Eddie Tan Chee Wei, 75,000 shares (12.9%); Koay Chee Leong, 75,000 shares (12.9%); and Leow Kian Yong 75,000 shares (12.9%). There are no differences in voting rights among TalenTec Shareholders.

Messrs. Ho Say San and Choo Yeow, are TalenTec’s sole directors. TalenTec is unaware of any arrangement that may result in a change in control of TalenTec, other than in connection with the Business Combination.

On March 29, 2025, TTNP entered into the BH Purchase Agreement with 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 terms, rights, obligations and preferences of the TTNP Series B Preferred Stock are set forth in the Series B Certificate of Designations. The closing of the Series B Private Placement occurred on April 11, 2025.

(8) Includes conversion of TTNP Series AA Preferred Stock held by Sire into 150,087 shares of TTNP Common Stock but not the conversion of TTNP Series B Preferred Stock held by Sire into 265,913 of the up to 333,333 shares of TTNP Common Stock.

(9) Includes 176,471 shares of common stock upon conversion of the shares of TTNP Series C Preferred Stock after the Business Combination.

(10) Assumes successful conclusion of current negotiations of sale of Sire to Mr. Chung by Mr. Seow.

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

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

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security. Under those rules, beneficial ownership includes securities that the individual or entity has the right to acquire, such as through the exercise of warrants or options, within 60 days of July 18, 2025, the Record Date. Shares subject to warrants or options that are currently exercisable or exercisable within 60 days of the Record Date are considered outstanding and beneficially owned by the person holding such warrants or options for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Except as noted by footnote, and subject to community property laws where applicable, based on the information provided it is believed that the persons and entities named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them.

The beneficial ownership of TTNP Common Stock prior to the Business Combination is based on 1,330,234 shares TTNP Common Stock, 810,118 shares of TTNP Series AA Preferred Stock, 20,227 shares of TTNP Series B Preferred Stock, and 60,000 shares of TTNP Series C Preferred Stock issued on June 24, 2025, issued and outstanding as of the Record Date (“TTNP Securities”).

The expected beneficial ownership of PubCo Ordinary Shares immediately following the consummation of the Business Combination assumes 7,387,270 PubCo Ordinary Shares issued and outstanding and all TTNP Securities are exchanged for PubCo Ordinary Shares.

If the actual facts are different than these assumptions, the numbers in the above table will be different.

In July 2023, TTNP received $250,000 in funding in exchange for the issuance of an unsecured promissory note for that principal amount to David E. Lazar, its former Chief Executive Officer and chairman of the Board (the “Lazar Promissory Note”). Pursuant to the Lazar Promissory Note, the principal amount accrued interest at a rate of the Prime Rate + 2.00% per annum, and all principal and accrued interest were due and payable on the earlier of January 1, 2024 or such time as TTNP receives debt or equity financing or proceeds in excess of $500,000 from the asset sale with Fedson. which closed on September 1, 2023. The loan was subsequently repaid in September 2023.

In August 2023, TTNP received $500,000 in funding in exchange for the issuance of the Hau Promissory Note. Pursuant to the Hau Promissory Note, the principal amount accrued interest at a rate of 10% per annum and was payable monthly. All principal and accrued interest was due and payable on January 8, 2024, unless extended as provided. All or part of the Hau Promissory Note was convertible into TTNP Common Stock at a conversion price of $9.32 per share from time to time following the issuance date and ending on the maturity date. In March 2024, the Hau Promissory Note, along with accrued interest, was converted into 54,132 shares of TTNP Common Stock.

In September 2023, TTNP entered into the Sire Purchase Agreement with Sire, pursuant to which TTNP agreed to issue 950,000 shares of TTNP Series AA Preferred Stock to Sire at a price of $10.00 per share, for an aggregate purchase price of $9.5 million. The purchase price consisted of (i) $5.0 million in cash at closing and (ii) $4.5 million in the form of a promissory note from Sire which was paid in September 2023.

During the years ended December 31, 2024 and 2023, TTNP made payments related to legal fees of approximately $12,400 and $109,000, respectively, to a law firm operated by one of its Board members, Avraham Ben-Tzvi.

In April 2024, David Lazar, TTNP’s former Chief Executive Officer, Dr. Kate Beebe DeVarney, Ph.D., TTNP’s former President and Chief Operating Officer and a member of the TTNP Board, and three other members of the TTNP Board, Eric Greenberg, Matthew C. McMurdo and David Natan, resigned from their positions with TTNP. Pursuant to the terms of their respective settlement agreements, TTNP made payments in aggregate of approximately $1.2 million. Pursuant to the Settlement Agreement and General and Mutual Release dated April 2, 2024 between TTNP and Mr. Lazar, in the event of a Change in Control (as defined in Mr. Lazar’s Employment Agreement dated December 14, 2022), TTNP (or any successor entity) shall pay to Mr. Lazar a lump-sum amount equal to three percent (3%) of the increased valuation of the surviving corporation resulting from such Change in Control (as determined by either (i) the definitive agreement governing the Change in Control or (ii) the highest market cap of the surviving corporation within the thirty (30) days following the Change in Control), less applicable taxes and withholdings.

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.

Under the Certificate of Designations, 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.

On May 31, 2024, pursuant to separate share purchase agreements, Eddie Tan Chee Wei, Koay Chee Leong, and Kong Chien Hoi, each agreed to purchase 75,000 TalenTec shares, and Mr. Seow agreed to purchase 275,000 TalenTec shares, constituting all issued and paid-up shares, from Mr. Ho Say San and Mr. Choo Yeow, TalenTec’s directors, for a total purchase price of MYR5,000,000 (approximately $1,050,000). The transfer of the shares was effected on July 18, 2024. In connection with the transfers, the personal guarantees given by Mr. Ho and Mr. Choo in favor of TalenTec for its bank borrowings are being assumed by the new TalenTec shareholders. On July 25, 2024, Goh Chee Siong agreed to subscribe, for MYR3,735,000 ($800,000), and TalenTec agreed to issue to him, 80,000 TalenTec shares, which transaction was effected on August 15, 2024. On September 17, 2024, Kong Chien Hoi sold all of his TalenTec shares to Leow Kian Yong, which transaction was effected December 23, 2024. Mr. Seow sold all of his TalenTec shares to Danny Vincent Dass in a transaction effected December 23, 2024.

In 2024, TalenTec entered into a Consulting Services Agreement with Sire, pursuant to which TalenTec would participate in the development of a SaaS application focused on the hospitality industry, for total compensation to TalenTec of approximately $84,400. The agreement has been novated by Sire to Brictec Co Ltd, which is owned by Koay Chee Leong, a TalenTec Shareholder.

On July 15, 2024, Sire, then owned¹⁴ by Mr. Seow, who was then a TalenTec Shareholder and TTNP’s Chairman and Chief Executive Officer, entered into a loan letter with TalenTec, pursuant to which Sire made an interest-free loan of $355,450 to TalenTec for purposes of payment of certain pre-listing costs and expenses, which loan has been repaid.

From time to time, Mr. Ho Say San, a TalenTec director, made advances to the Company, which were repaid when the Company had cash available. All such advances have been repaid. The maximum amounts of advances outstanding were approximately $121,000 and $136,000 in fiscal years 2023 and 2024, respectively.

14 Assumes successful conclusion of current negotiations of sale of Sire to Mr. Chung by Mr. Seow

Subject to the limitations and qualifications set forth herein (including the limitations and qualifications set forth in the opinion attached as Exhibit 8.1), the following is a general discussion of the material U.S. federal income tax considerations of the TTNP Merger to holders of TTNP Common Stock and TTNP warrants (collectively, the “Parent Securities”) with respect to (i) the TTNP Merger pursuant to the Business Combination, and (ii) the ownership and disposition of PubCo Ordinary Shares and PubCo Warrants received in the TTNP Merger (collectively, the “PubCo Securities”).

This discussion is limited to considerations relevant to holders that hold Parent Securities (and, after the TTNP Merger, PubCo Securities) as “capital assets” for U.S. federal income tax purposes (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxes that may be relevant to holders in light of their particular circumstances (including consequences under the alternative minimum tax or net investment income tax) and does not address state, local, non-U.S. or other tax laws (such as estate or gift tax laws). This discussion also does not address:

If a partnership, including for this purpose any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes, holds Parent Securities (or, after the TTNP Merger, PubCo Securities), the U.S. federal income tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. A holder that is a partnership and the partners in such partnership should consult their own tax advisors with regard to the U.S. federal income tax consequences of the TTNP Merger and the subsequent ownership and disposition of PubCo Securities.

This discussion is based on the tax laws of the United States, including the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, existing and proposed regulations thereunder, published rulings and court decisions, all as of the date hereof and all subject to change at any time, possibly with retroactive effect.

ALL HOLDERS OF PARENT SECURITIES SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE BUSINESS COMBINATION AND CONSIDERATIONS RELATING TO THE OWNERSHIP AND DISPOSITION OF PUBCO SECURITIES, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE, AND LOCAL AND NON-U.S. TAX LAWS.

Under current U.S. federal income tax law, a corporation is generally considered for U.S. federal income tax purposes to be a tax resident in the jurisdiction of its organization or incorporation. Accordingly, under generally applicable U.S. federal income tax rules, PubCo, which is organized under the laws of the Cayman Islands, is classified as a non-U.S. corporation (and, therefore, not a U.S. tax resident) for U.S. federal income tax purposes. Section 7874 of the Code, however, contains certain rules that may cause a non-U.S. corporation to be treated as a U.S. corporation for U.S. federal income tax purposes. These rules are complex and require an analysis of all relevant facts and circumstances, and there is limited guidance on their application.

Under Section 7874 of the Code, a corporation created or organized outside the United States (i.e., a foreign corporation) will nevertheless be treated as a U.S. corporation for U.S. federal income tax purposes when (1) the foreign corporation directly or indirectly acquires substantially all of the assets held directly or indirectly by a U.S. corporation (including the indirect acquisition of assets of the U.S. corporation by acquiring the outstanding shares of the U.S. corporation), (2) the shareholders of the acquired U.S. corporation hold, by vote or value, at least 80% of the shares of the foreign acquiring corporation after the acquisition by reason of holding shares in the U.S. acquired corporation (the “Ownership Test”), and (3) the foreign corporation’s “expanded affiliated group” does not have substantial business activities in the foreign corporation’s country of organization relative to such expanded affiliated group’s worldwide activities (“Substantial Business Activities”). In order to be treated as having Substantial Business Activities, at least 25% of the employees (by headcount and compensation), real and tangible assets and gross income of the foreign acquiring corporation’s “expanded affiliated group” must be based, located and derived, respectively, in the country in which the foreign acquiring corporation is a tax resident after the acquisition. Certain acquisitions of U.S. corporations over a 36-month period will impact the Ownership Test, making it more likely that Section 7874 of the Code will apply to a foreign acquiring corporation.

The Treasury regulations promulgated under Section 7874 of the Code generally also provide that if (i) there is an acquisition of substantially all of the assets held directly or indirectly by a U.S. corporation after which the shareholders of the acquired U.S. corporation hold, by vote or value, at least 60% of the shares of the foreign acquiring corporation by reason of holding shares in the U.S. acquired corporation, and (ii) in a related acquisition, such foreign acquiring corporation acquires another foreign corporation exceeding a certain threshold value, and the foreign acquiring corporation is not tax resident in the foreign country in which the acquired foreign corporation was tax resident prior to the transactions, then the stock of the foreign acquiring corporation held by former shareholders of the foreign acquired corporation by reason of having held stock in the foreign acquired corporation will be excluded in applying the Ownership Test. This rule is referred to herein as the “Related Third-Country Acquisition Rule.” If applicable, the Related Third-Country Acquisition Rule increases the percentage determination (the “Section 7874 Percentage”) for the Ownership Test and generally results in the foreign acquiring corporation meeting the Ownership Test. The computation of the Section 7874 Percentage is subject to various complex adjustments for which there is limited guidance.

PubCo will indirectly acquire substantially all of the assets of Parent through the TTNP Merger and, in an integrated transaction pursuant to the Business Combination, acquire the Company. Furthermore, PubCo is expected to be a tax resident in the Cayman Islands and not Malaysia (the jurisdiction in which the Company is tax resident). Accordingly, the Related Third-Country Acquisition Rule could apply to the Business Combination. In addition, PubCo, including its expanded affiliated group, will not have Substantial Business Activities in the Cayman Islands for purposes of Section 7874 of the Code. As a result, if the Ownership Test is met after applying the Related Third-Country Acquisition, Section 7874 of the Code may apply to cause PubCo to be treated as a U.S. corporation for U.S. federal income tax purposes following the Business Combination.

Based upon the terms of the Business Combination, the rules for determining share ownership under Section 7874 of the Code and the Treasury regulations, and certain factual assumptions, Parent and PubCo currently intends to treat the Business Combination as integrated transactions pursuant to a plan, in respect of which the Section 7874 Percentage to be less than 60% after the Business Combination. Accordingly, PubCo does not expect to be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code. The calculation of the Section 7874 Percentage is complex and is subject to detailed regulations, and the application is uncertain in various respects and would be impacted by changes in the Treasury regulations with possible retroactive effect, and is therefore subject to certain factual uncertainties. Whether the Section 7874 Percentage is less than 60% must be finally determined after completion of the Business Combination, by which time there could be adverse changes to the relevant facts and circumstances. Moreover, former holders of Parent Securities will be deemed to own an amount of PubCo Ordinary Shares in respect to certain redemptions, if any, by Parent of TTNP Common Stock prior to the Business Combination for purposes of determining the ownership percentage of former holders of Parent Securities for purposes of Section 7874 of the Code. Neither Parent nor PubCo has sought nor will seek any ruling from the IRS or any opinion from any tax advisor as to such tax treatment, and the closing of the Business Combination is not conditioned upon achieving, or receiving a ruling from any tax authority or opinion from any tax advisor in regards to, any particular tax treatment. Further, as noted above, the rules under Section 7874 of the Code are complex and require an analysis of all relevant facts and circumstances, and there is limited guidance as to their application. There can be no assurance that the IRS or a court will conclude that PubCo is not treated as a U.S. corporation pursuant to Section 7874.

If the IRS were to successfully challenge under Section 7874 of the Code PubCo’s status as a non-U.S. corporation for U.S. federal income tax purposes, PubCo and certain holders of PubCo Securities would be subject to significant adverse tax consequences, including a higher effective corporate income tax rate on PubCo and future withholding taxes on certain holders of PubCo Securities, depending on the application of any income tax treaty that might apply to reduce such withholding taxes. Moreover, the Treasury regulations further provide for a number of special rules that aggregate multiple acquisitions of U.S. corporations or U.S. partnerships for purposes of Section 7874 of the Code as part of a plan or conducted over a 36-month period. Therefore, even if the Section 7874 Percentage was such that PubCo were still respected as a non-U.S. corporation under Section 7874 of the Code, PubCo may be limited in using its equity to engage in future acquisitions of U.S. corporations over a 36-month period following the Business Combination. If PubCo were to be treated as acquiring substantially all of the assets of a U.S. corporation within a 36-month period after the Business Combination, Section 7874 of the Code and the Treasury regulations thereunder could exclude certain shares of PubCo attributable to the Business Combination for purposes of determining the Section 7874 Percentage of that subsequent acquisition, making it more likely that Section 7874 of the Code would apply to such subsequent acquisition.

The remainder of this discussion assumes that PubCo will not be treated as a U.S. corporation for U.S. federal income tax purposes. However, neither Parent nor PubCo can assure you that PubCo will not be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code.

This section applies to you if you are a U.S. Holder. For purposes of this discussion, the term “U.S. Holder” means a beneficial owner of Parent Securities and, after the TTNP Merger, of PubCo Securities received in the TTNP Merger, if the beneficial owner is, for U.S. federal income tax purposes:

The U.S. federal income tax consequences of the Business Combination to U.S. Holders of Parent Securities will depend, in part, on whether the TTNP Merger qualifies as a transaction governed by Section 351 of the Code, and whether the requirements of Section 367(a) of the Code are satisfied. It is intended that for U.S. federal income tax purposes the TTNP Merger, together with the Contribution and Exchange pursuant to the Business Combination, will constitute an integrated transaction that qualifies for the tax-deferred treatment under Section 351(a) of the Code (the “Intended Tax Treatment”). However, the completion of the Business Combination is not conditioned on the receipt of an opinion of counsel regarding the U.S. federal income tax consequences of the TTNP Merger or the Business Combination, and neither Parent nor PubCo intends to request a ruling from the IRS regarding the U.S. federal income tax consequences of the TTNP Merger or the Business Combination. Accordingly, no assurance can be given that the IRS will not challenge the views expressed herein or that a court would not sustain such a challenge.

Subject to the discussion below regarding the treatment of TTNP warrants and Section 367(a) of the Code, if the TTNP Merger, together with the Contribution and Exchange pursuant to the Business Combination, qualifies for the Intended Tax Treatment, a U.S. Holder of TTNP Common Stock that exchanges shares of TTNP Common Stock in the TTNP Merger for PubCo Ordinary Shares generally should not recognize any gain or loss on such exchange. In such case, the aggregate adjusted tax basis of the PubCo Ordinary Shares received in the TTNP Merger by a U.S. Holder should be equal to the adjusted tax basis of the TTNP Common Stock surrendered in the TTNP Merger in exchange therefor and the holding period of the PubCo Ordinary Shares should include the holding period during which the TTNP Common Stock surrendered in the TTNP Merger in exchange therefor.

However, because the provisions of Section 351(a) of the Code are complex and qualification thereunder could be adversely affected by events or actions that occur following the Business Combination that are beyond the control of Parent or PubCo, the qualification of the TTNP Merger for the Intended Tax Treatment is not free from doubt. For example, if more than 20% of the PubCo Ordinary Shares are subject to an arrangement or agreement to be sold or disposed of at the time of their issuance in the Business Combination, one of the requirements for Section 351(a) of the Code treatment may not be satisfied. If the TTNP Merger does not qualify for the Intended Tax Treatment, and if no other section of the Code would provide tax-deferral treatment, a U.S. Holder that exchanges TTNP Common Stock in the TTNP Merger for PubCo Ordinary Shares generally would be required to recognize gain or loss equal to the difference, if any, between (i) the fair market value of the PubCo Ordinary Shares received by such U.S. Holder and (ii) such U.S. Holder’s adjusted tax basis in the TTNP Common Stock exchanged therefor. Such gain or loss would be capital gain or loss and generally would be long-term capital gain or loss if the U.S. Holder’s holding period for such shares of TTNP Common Stock exceeds one year. Net short-term capital gain generally is taxed at regular ordinary income tax rates. Long-term capital gain recognized by non-corporate U.S. Holders may be taxed at reduced rates. The deductibility of capital losses is subject to limitations. A U.S. Holder would have an aggregate tax basis in any PubCo Ordinary Shares received in the TTNP Merger that is equal to the fair market value of such PubCo Ordinary Shares at the time of the TTNP Merger, and the holding period of such PubCo Ordinary Shares would begin on the day following the TTNP Merger.

Notwithstanding the Intended Tax Treatment, if no other section of the Code would provide tax-deferral treatment, a U.S. 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 U.S. Holder’s tax basis in the TTNP warrants deemed exchanged therefor.

If a U.S. 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 U.S. Holder generally would recognize gain, but not loss, equal to the lesser of (i) such U.S. Holder’s “realized gain” from the exchange (generally the excess of the fair market value of the PubCo Securities received over such U.S. 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 U.S. Holder whose TTNP warrants become PubCo Warrants pursuant to the TTNP Merger would generally be long-term capital gain if the U.S. Holder’s holding period for the TTNP warrants was more than one year at the time of the TTNP Merger, and the U.S. Holder’s holding period in the PubCo Warrants would generally begin on the day following the exchange. The U.S. 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.

U.S. Holders of TTNP warrants are urged to consult with their tax advisors regarding the U.S. federal income tax consequences in connection with the TTNP Merger.

Section 367(a) of the Code and the Treasury regulations promulgated thereunder impose certain additional requirements for qualifying for tax-deferred treatment under Section 351 of the Code with respect to transactions where a U.S. person transfers stock or securities in a U.S. corporation to a non-U.S. corporation in exchange for stock or securities in a non-U.S. corporation. U.S. Holders of TTNP Common Stock will be deemed to transfer shares of such stock to PubCo in exchange for PubCo Ordinary Shares, so that these requirements will apply.

In general, Section 367(a) requires a U.S. Holder to recognize gain (but not loss) on the exchange of TTNP Common Stock for PubCo Ordinary Shares by a U.S. Holder in the TTNP Merger unless each of the following conditions is met: (i) the U.S. corporation complies with certain reporting requirements; (ii) no more than 50% of both the total voting power and the total value of the stock of PubCo is received in the exchange, in the aggregate, by “U.S. transferors” (as defined in the Treasury regulations and computed taking into account direct, indirect and constructive ownership); (iii) no more than 50% of each of the total voting power and the total value of the stock of PubCo is owned, in the aggregate, immediately after the exchange by “U.S. persons” (as defined in the Treasury regulations) that are either officers or directors or “five-percent target shareholders” (as defined in the Treasury regulations and computed taking into account direct, indirect and constructive ownership) of Parent; (iv) either (A) the U.S. Holder is not a “five-percent transferee shareholder” (as defined in the Treasury regulations and computed taking into account direct, indirect and constructive ownership) of PubCo or (B) the U.S. Holder is a “five-percent transferee shareholder” of PubCo and enters into an agreement with the IRS to recognize gain on the transferred shares under certain circumstances; and (v) the “active trade or business test” as defined in Treasury regulation Section 1.367(a)-3(c)(3) is satisfied. The active trade or business test generally requires (A) PubCo or any qualified subsidiary of PubCo to be engaged in an “active trade or business” outside of the United States for the 36-month period immediately before the transfer and neither the transferors nor PubCo to have an intention to substantially dispose of or discontinue such trade or business and (B) the fair market value of PubCo to be at least equal to the fair market value of Parent, as specifically determined for purposes of Section 367 of the Code, at the time of the transfer. The satisfaction of the foregoing conditions depends on an interpretation of legal authorities and facts relating to the Business Combination, and there is limited guidance regarding the application of these requirements to facts similar to the Business Combination. In addition, the determination of whether Section 367(a) of the Code will apply to U.S. Holders of TTNP Common Stock cannot be made until the TTNP Merger is completed, and no rulings will be sought regarding the tax consequences of the Business Combination. Accordingly, there can be no assurance that Section 367(a) of the Code will not apply to U.S. Holders of TTNP Common Stock that participate in the TTNP Merger to cause them to recognize taxable gain as a result of the TTNP Merger. As a result, there is no assurance with respect to whether gain will be recognized by a U.S. Holder of TTNP Common Stock under Section 367(a) of the Code.

To the extent that a U.S. Holder of TTNP Common Stock is required to recognize gain under Section 367(a) for any of the foregoing reasons, such U.S. Holder would recognize gain, if any, in the TTNP Merger in an amount equal to the excess of (i) the sum of the fair market value of the PubCo Ordinary Shares (and, if such holder’s TTNP warrants convert to PubCo Warrants, the fair market value of the Public Warrants) received by such holder, over (ii) such holder’s adjusted tax basis in the TTNP Common Stock (and TTNP warrants, if any) exchanged therefor. Any such gain would be capital gain, and generally will be long-term capital gain if the U.S. Holder’s holding period for the TTNP Common Stock (and TTNP warrants, if any) exceeds one year at the time of the TTNP Merger.

As discussed above, a U.S. Holder that is a “five-percent transferee shareholder,” as defined in the applicable Treasury regulations under Section 367(a) of the Code, with respect to PubCo after the consummation of the Business Combination will qualify for non-recognition treatment with respect to any gain in the TTNP Common Stock exchanged by such U.S. Holder in the TTNP Merger only if, among other things, such U.S. Holder files a “gain recognition agreement,” as defined in the Treasury regulations (a “GRA”), with the IRS. Actions taken by PubCo and Parent during the term of the GRA (generally lasting until the end of the fifth full taxable year following the close of the taxable year during which the GRA is entered into), including dispositions of the stock of Parent or its assets, could result in partial or full recognition of the gain subject to the GRA. Any U.S. Holder of Parent Securities who will be a “five-percent transferee shareholder” with respect to PubCo after the consummation of the Business Combination is urged to consult with, and rely solely upon, their tax advisors concerning the decision to file a GRA, the procedures to be followed in connection with that filing, and the circumstances that might give rise to recognition of gain subject to the GRA.

A U.S. Holder may be required to file an IRS Form 926 to report a transfer or deemed transfer in the TTNP Merger to PubCo. In addition, if the TTNP Merger qualifies for the Intended Tax Treatment, each U.S. Holder that is a “significant transferor” must include a statement on or with such transferor’s U.S. federal income tax return for the taxable year of the TTNP Merger. For this purpose, a significant transferor is generally a person that transferred property to a corporation and received stock of the transferee corporation if, immediately after the exchange, such person (i) owns at least five percent (5%) (by vote or value) of the total outstanding stock of the transferee corporation if the stock owned by such person is publicly traded, or (ii) owned at least one percent (1%) (by vote or value) of the total outstanding stock of the transferee corporation if the stock owned by such person is not publicly traded. It is expected that the PubCo Ordinary Shares will be publicly traded for this purpose.

Subject to the discussion below under “— Passive Foreign Investment Company Rules,” the gross amount of any distribution on PubCo Ordinary Shares that is made out of PubCo’s current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) will generally be taxable to a U.S. Holder as dividend income on the date such distribution is actually or constructively received by such U.S. Holder. Any such dividends paid to corporate U.S. Holders generally will not qualify for the dividends-received deduction under the Code. To the extent that the amount of the distribution exceeds PubCo’s current and accumulated earnings and profits (as determined under U.S. federal income tax principles), such excess amount will be treated first as a non-taxable return of capital to the extent of the U.S. Holder’s tax basis in its PubCo Ordinary Shares, and thereafter as capital gain recognized on a sale. However, it is not expected that PubCo will maintain calculations of its earnings and profits in accordance with U.S. federal income tax principles. U.S. Holders should therefore assume that any distribution by PubCo with respect to PubCo Ordinary Shares will be reported as dividend income. Dividends received by non-corporate U.S. Holders (including individuals), from a “qualified foreign corporation” may be “qualified dividend income” (“QDI”) eligible for preferential rate of taxation, provided that certain holding period requirements and other conditions are satisfied. For these purposes, a non-U.S. corporation will be treated as a qualified foreign corporation if either it is eligible for the benefits of a comprehensive income tax treaty with the United States which is determined by the U.S. Treasury Department to be satisfactory for purposes of these rules and which includes an exchange of information provision, or with respect to dividends paid by that corporation on shares that are readily tradable on an established securities market in the United States. There is no U.S. income tax treaty with the Cayman Islands. Further, although the Treasury guidance indicates that shares listed on the Nasdaq (on which PubCo intends to apply to list the PubCo Ordinary Shares) will be considered readily tradable on an established securities market in the United States, there can be no assurance that the PubCo Ordinary Shares will be considered readily tradable on an established securities market in any given year. In addition, PubCo will not constitute a qualified foreign corporation for purposes of these rules if it is a PFIC for the taxable year in which it pays a dividend or for the preceding taxable year. See the discussion below under “— Passive Foreign Investment Company Rules.” U.S. Holders should consult their own tax advisors with respect to the appropriate U.S. federal income tax treatment of any distribution received from PubCo.

Subject to certain conditions and limitations, including certain additional requirements under the recent Treasury regulations, withholding taxes, if any, on dividends paid by PubCo may be treated as foreign taxes eligible for credit against a U.S. Holder’s U.S. federal income tax liability under the U.S. foreign tax credit rules depending on the circumstances. In addition, for purposes of calculating the U.S. foreign tax credit, dividends paid on PubCo Ordinary Shares will generally be treated as income from sources outside the United States and will generally constitute passive category income. The rules governing the U.S. foreign tax credit are complex. U.S. Holders should consult their tax advisors regarding the availability of the U.S. foreign tax credit under particular circumstances.

Subject to the discussion below under “— Passive Foreign Investment Company Rules,” a U.S. Holder will generally recognize gain or loss on any sale, exchange, redemption, or other taxable disposition of PubCo Securities in an amount equal to the difference between the amount realized on the disposition and such U.S. Holder’s adjusted tax basis in the PubCo Securities. Any gain or loss recognized by a U.S. Holder on a taxable disposition of PubCo Securities will generally be capital gain or loss and will be long-term capital gain or loss if the holder’s holding period in the PubCo Securities exceeds one year at the time of the disposition. Preferential tax rates may apply to long-term capital gains of non-corporate U.S. Holders (including individuals). The deductibility of capital losses is subject to certain limitations. Any gain or loss recognized by a U.S. Holder on the sale or exchange of PubCo Securities will generally be treated as U.S. source gain or loss.

Except as discussed below with respect to the cashless exercise of a PubCo Warrant, a U.S. Holder generally will not recognize gain or loss upon the acquisition of a PubCo Ordinary Share on the exercise of a PubCo Warrant for cash. A U.S. Holder’s tax basis in a PubCo Ordinary Share received upon exercise of the PubCo Warrant generally will be an amount equal to the sum of the U.S. Holder’s tax basis in the PubCo Warrant exchanged therefor and the exercise price. The U.S. Holder’s holding period for a PubCo Ordinary Share received upon exercise of the PubCo Warrant will begin on the date following the date of exercise (or possibly on the date of exercise) of the PubCo Warrant and will not include the period during which the U.S. Holder held the PubCo Warrants. If a PubCo Warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder’s tax basis in the PubCo Warrant.

The tax consequences of a cashless exercise of a warrant are not clear under current tax law. It is possible that a cashless exercise is treated as part of a taxable exchange in which gain or loss would be recognized. In such case, a U.S. Holder could be required to recognize gain or loss with respect to the portion of the exercised PubCo Warrants treated as surrendered to pay the exercise price of the PubCo Warrants (the “surrendered warrants”) in an amount generally equal to the difference between (i) the fair market value of the PubCo Ordinary Shares that would have been received with respect to the surrendered warrants in a regular exercise of the PubCo Warrants and (ii) the sum of the U.S. Holder’s tax basis in the surrendered warrants and the aggregate cash exercise price of such warrants (if they had been exercised in a regular exercise), the U.S. Holder’s tax basis in the PubCo Ordinary Shares received would equal the U.S. Holder’s tax basis in the PubCo Warrants exercised plus (or minus) the gain (or loss) recognized with respect to the surrendered warrants, and the U.S. Holder’s holding period for the PubCo Ordinary Shares would commence on the date following the date of exercise (or possibly on the date of exercise) of the PubCo Warrant. However, other U.S. federal income consequences are also possible due to the lack of authority on the U.S. federal income tax treatment of a cashless exercise, and there can be no assurance which, if any, of the alternative tax consequences would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their tax advisors regarding the tax consequences of a cashless exercise.

If the terms of PubCo Warrants provide for an adjustment to the number of PubCo Ordinary Shares for which the warrant may be exercised or to the exercise price of the warrant in certain events, an adjustment which has the effect of preventing dilution generally should not be taxable. A U.S. Holder of the PubCo Warrants would, however, be treated as receiving a constructive distribution from PubCo if, for example, the adjustment increases the U.S. Holder’s proportionate interest in PubCo’s assets or earnings and profits (e.g., through an increase in the number of PubCo Ordinary Shares that would be obtained upon exercise) as a result of a distribution of cash to the holders of PubCo Ordinary Shares which is taxable to the U.S. Holder of such shares as described under “— Distributions on PubCo Ordinary Shares” above. Such constructive distribution would be subject to tax as described under that section in the same manner as if the U.S. Holder of the PubCo Warrants received a cash distribution from PubCo equal to the fair market value of such increased interest. The rules regarding constructive distributions are complex. U.S. Holders should consult their own tax advisors regarding the application of the rules to them in light of their own circumstances.

The U.S. federal income tax treatment of U.S. Holders of the PubCo Ordinary Shares could be materially different from that described above if PubCo is treated as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes. A PFIC is any foreign corporation with respect to which either: (i) 75% or more of the gross income for a taxable year constitutes passive income for purposes of the PFIC rules, or (ii) 50% or more of such foreign corporation’s assets in any taxable year (generally based on the quarterly average of the value of its assets during such year) is attributable to assets, including cash, that produce passive income or are held for the production of passive income. Passive income generally includes dividends, interest, certain royalties and rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains. The determination of whether a foreign corporation is a PFIC is based upon the composition of such foreign corporation’s income and assets (including, among others, its proportionate share of the income and assets of any other corporation in which it owns, directly or indirectly, 25% (by value) of the stock), and the nature of such foreign corporation’s activities. A separate determination must be made after the close of each taxable year as to whether a foreign corporation was a PFIC for that year. Once a foreign corporation qualifies as a PFIC with respect to a shareholder, subject to certain exceptions, it will always be treated as a PFIC with respect to such shareholder, regardless of whether it satisfied either of the qualification tests in subsequent years.

PubCo has not made a determination as to whether it currently is, or in the future may become, a PFIC, including whether it may be classified as a PFIC for its taxable year that includes the date of the TTNP Merger. The tests for determining PFIC status are applied annually after the close of the taxable year, and it is difficult to predict accurately future income and assets relevant to this determination. The fair market value of the assets of PubCo is expected to depend, in part, upon (a) the market value of the PubCo Ordinary Shares, and (b) the composition of the assets and income of PubCo. Further, because PubCo may value its goodwill based on the market value of the PubCo Ordinary Shares, a decrease in the market value of the PubCo Ordinary Shares and/or an increase in cash or other passive assets (including as a result of the TTNP Merger) would increase the relative percentage of its passive assets. Moreover, PubCo may be classified as a PFIC for its taxable year that includes the date of the closing of the TTNP Merger as a result of interest income that PubCo earns on its deposits, which generally will be treated as passive income. The application of the PFIC rules is subject to uncertainty in several respects and, therefore, no assurances can be provided that the IRS will not assert that PubCo is a PFIC for the taxable year that includes the date of the TTNP Merger or in a future year.

If PubCo is or becomes a PFIC during any year in which a U.S. Holder holds PubCo Ordinary Shares, there are three separate taxation regimes that could apply to such U.S. Holder under the PFIC rules, which are (i) the Excess Distribution Regime (which is the default regime), (ii) the QEF regime, and (iii) the Mark-to-Market Regime. A U.S. Holder who holds (actually or constructively) stock in a foreign corporation during any year in which such corporation qualifies as a PFIC is subject to U.S. federal income taxation under one of these three regimes. The effect of the PFIC rules on a U.S. Holder will depend upon which of these regimes applies to such U.S. Holder. In each case, dividends paid by a PFIC are generally not eligible for the lower rates of taxation applicable to QDI discussed above in “— Distributions on PubCo Ordinary Shares” regardless of which of the foregoing regimes would apply.

If a U.S. Holder does not make a QEF election or a mark-to-market election, as described below, such U.S. Holder will be subject to the default Excess Distribution Regime under the PFIC rules with respect to (i) any gain realized on a sale or other disposition of PubCo Ordinary Shares, and (ii) any “excess distribution” received on PubCo Ordinary Shares (generally, any distributions in excess of 125% of the average of the annual distributions on PubCo Ordinary Shares during the preceding three years or a holder’s holding period, whichever is shorter). Generally, under this regime:

The tax liability for amounts allocated to years prior to the year of disposition or excess distribution will be payable generally without regard to offsets from deductions, losses and expenses. In addition, gains (but not losses) on the sale of PubCo Ordinary Shares cannot be treated as capital gains, even if a U.S. Holder holds the shares as capital assets. Further, no portion of any distribution will be treated as QDI.

If PubCo is a PFIC, a U.S. Holder of PubCo Ordinary Shares may avoid taxation under the Excess Distribution Regime described above in respect to the PubCo Ordinary Shares by making a timely and valid “qualified electing fund” (“QEF”) election (if eligible to do so). However, a U.S. Holder may make a QEF election with respect to its PubCo Ordinary Shares only if PubCo provides U.S. Holders on an annual basis with certain financial information specified under applicable Treasury regulations, including the information provided in a PFIC Annual Information Statement. There can be no assurance that PubCo will have timely knowledge of its status as a PFIC in the future or that PubCo will timely provide such information for such years. The failure to provide such information on an annual basis could prevent a U.S. Holder from making a QEF election or result in the invalidation or termination of a U.S. Holder’s prior QEF election.

A U.S. Holder that makes a QEF election with respect to its PubCo Ordinary Shares would generally be required to include in income for each year that PubCo is treated as a PFIC the U.S. Holder’s pro rata share of PubCo ordinary earnings for the year (which would be subject to tax as ordinary income) and net capital gains for the year (which would be subject to tax at the rates applicable to long-term capital gains), without regard to the amount of any distributions made in respect of the PubCo Ordinary Shares. Any net deficits or net capital losses of PubCo for a taxable year would not be passed through and included on the tax return of the U.S. Holder. A U.S. Holder’s basis in the PubCo Ordinary Shares would be increased by the amount of income inclusions under the QEF Regime. Dividends actually paid on the PubCo Ordinary Shares generally would not be subject to U.S. federal income tax to the extent of prior income inclusions and would reduce the U.S. Holder’s basis in the PubCo Ordinary Shares by a corresponding amount. If PubCo owns any interests in a Lower-Tier PFIC, a U.S. Holder generally must make a separate QEF election for each Lower-Tier PFIC, subject to PubCo’s providing the relevant tax information for each Lower-Tier PFIC on an annual basis. There can be no assurance that PubCo will have timely knowledge of the status of any such Lower-Tier PFIC. In addition, PubCo may not hold a controlling interest in any such Lower-Tier PFIC and thus there can be no assurance PubCo will be able to cause the Lower-Tier PFIC to provide such required information.

If a U.S. Holder does not make a QEF election effective from the first taxable year of a U.S. holder’s holding period for the PubCo Securities in which PubCo is a PFIC (or a mark-to-market election, as discussed below), then the U.S. Holder generally will remain subject to the Excess Distribution Regime. A U.S. Holder that first makes a QEF election in a later year may avoid the continued application of the Excess Distribution Regime to its PubCo Ordinary Shares by making a “deemed sale” election. In that case, the U.S. Holder will be deemed to have sold the PubCo Ordinary Shares at their fair market value on the first day of the taxable year in which the QEF election becomes effective, and any gain from such deemed sale would be subject to the Excess Distribution Regime described above. As a result of the “deemed sale” election, the U.S. Holder will have additional basis (to the extent of any gain recognized on the deemed sale) and, solely for purposes of the PFIC rules, a new holding period in the PubCo Ordinary Shares.

U.S. Holders may not make a QEF election with respect to its PubCo Warrants. As a result, if a U.S. Holder sells or otherwise disposes of PubCo Warrants (other than upon exercise of such warrants) and PubCo was a PFIC at any time during the U.S. Holder’s holding period of such warrants, proposed Treasury regulations would provide that any gain generally will be treated as an excess distribution, taxed as described above. If a U.S. Holder that exercises such warrants properly makes a QEF election with respect to the newly acquired PubCo Ordinary Shares (or has a properly maintained QEF election in effect with respect to PubCo Ordinary Shares), the QEF election will apply to the newly acquired PubCo Ordinary Shares. Notwithstanding the foregoing, the adverse tax consequences relating to shares in a PFIC, taking into account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired PubCo Ordinary Shares (which may be deemed to have a holding period for purposes of the PFIC rules that includes all or a portion of the period the U.S. Holder held the PubCo Warrants), unless the U.S. Holder makes a deemed sale election (discussed above). As a result of a deemed sale election, the U.S. Holder will have a new basis and holding period in the PubCo Ordinary Shares acquired upon the exercise of the warrants for purposes of the PFIC rules.

The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder that is eligible to make a QEF election with respect to its PubCo Ordinary Shares generally may do so by providing the appropriate information to the IRS in the U.S. Holder’s timely filed tax return for the year in which the election becomes effective. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. Holders should consult their tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.

As an alternative to the QEF Regime, if PubCo is a PFIC and PubCo Ordinary Shares constitute “marketable stock” (as defined below), a U.S. Holder may make a mark-to-market election for such U.S. Holder’s PubCo Ordinary Shares for the first taxable year in which it holds (or is deemed to hold) PubCo Ordinary Shares and each subsequent taxable year to elect out of the Excess Distribution Regime discussed above.

If a U.S. Holder makes a mark-to-market election with respect to its PubCo Ordinary Shares, such U.S. Holder generally will include in income for each year that PubCo is treated as a PFIC with respect to such PubCo Ordinary Shares an amount equal to the excess, if any, of the fair market value of the PubCo Ordinary Shares as of the close of the U.S. Holder’s taxable year over the adjusted basis in the PubCo Ordinary Shares as of the beginning of such taxable year. A U.S. Holder will be allowed a deduction for the excess, if any, of the adjusted basis of the PubCo Ordinary Shares over their fair market value as of the close of the taxable year. However, such deductions will be allowed only to the extent of any net mark-to-market gains on the PubCo Ordinary Shares included in the U.S. Holder’s income for prior taxable years. Amounts included in income under a mark-to-market election, as well as gain on the actual sale or other disposition of the PubCo Ordinary Shares, will be treated as ordinary income. Ordinary loss treatment will also apply to the deductible portion of any mark-to-market loss on the PubCo Ordinary Shares, as well as to any loss realized on the actual sale or disposition of the PubCo Ordinary Shares, to the extent the amount of such loss does not exceed the net mark-to-market gains for such PubCo Ordinary Shares previously included in income. A U.S. Holder’s basis in the PubCo Ordinary Shares will be adjusted to reflect any mark-to-market gain or loss. If a U.S. Holder makes a mark-to-market election, any distributions PubCo makes would generally be subject to the rules discussed above under “— Distributions on PubCo Ordinary Shares,” except the lower rates applicable to qualified dividend income would not apply.

The mark-to-market election is available only for “marketable stock,” which is stock that is regularly traded on a qualified exchange or other market, as defined in applicable Treasury regulations. The PubCo Ordinary Shares, which are expected to be listed on Nasdaq, are expected to qualify as marketable stock for purposes of the PFIC rules, but there can be no assurance that PubCo Ordinary Shares will be “regularly traded” for purposes of these rules. If made, a mark-to-market election would be effective for the taxable year for which the election was made and for all subsequent taxable years unless PubCo Ordinary Shares cease to qualify as “marketable stock” for purposes of the PFIC rules or the IRS consents to the revocation of the election. Because a mark-to-market election cannot be made for equity interests in any Lower-Tier PFICs, a U.S. Holder that does not make the applicable QEF elections generally will continue to be subject to the Excess Distribution Regime with respect to its indirect interest in any Lower-Tier PFICs as described above, even if a mark-to-market election is made for PubCo Ordinary Shares. Currently, a mark-to-market election may not be made with respect to PubCo Warrants.

If a U.S. Holder does not make a mark-to-market election (or a QEF election, as discussed above) effective from the first taxable year of a U.S. Holder’s holding period for the PubCo Ordinary Shares in which PubCo is a PFIC, then the U.S. Holder generally will remain subject to the Excess Distribution Regime. A U.S. holder that first makes a mark-to-market election with respect to the PubCo Ordinary Shares in a later year will continue to be subject to the Excess Distribution Regime during the taxable year for which the mark-to-market election becomes effective, including with respect to any mark-to-market gain recognized at the end of that year. In subsequent years for which a valid mark-to-mark election remains in effect, the Excess Distribution Regime generally will not apply. A U.S. Holder that is eligible to make a mark-to-market with respect to such holder’s PubCo Ordinary Shares may do so by providing the appropriate information on IRS Form 8621 and timely filing that form with the U.S. Holder’s tax return for the year in which the election becomes effective.

The rules dealing with PFICs and with the QEF, “deemed sale,” and mark-to-market elections are very complex and are affected by various factors in addition to those described above. U.S. Holders are strongly encouraged to consult their tax advisors regarding the application of the PFIC rules to their particular circumstances, including as to the availability and desirability of a mark-to-market election, as well as the impact of an election on interests in any Lower-Tier PFICs.

A U.S. Holder of a PFIC may generally be required to file an IRS Form 8621 on an annual basis and to provide such other information as the IRS may require. Failure to do so will extend the statute of limitations applicable to such U.S. Holder until such required information is furnished to the IRS. U.S. Holders should consult their tax advisors regarding any reporting requirements that may apply to them if PubCo is a PFIC.

Certain U.S. Holders holding specified foreign financial assets with an aggregate value in excess of the applicable dollar threshold are required to report information to the IRS relating to PubCo Securities, subject to certain exceptions (including an exception for PubCo Securities held in accounts maintained by U.S. financial institutions), by attaching a complete IRS Form 8938, Statement of Specified Foreign Financial Assets, to their tax return, for each year in which they hold PubCo Securities. In addition to these requirements, U.S. Holders may be required to annually file FinCEN Report 114 (Report of Foreign Bank and Financial Accounts). U.S. Holders should consult with their own tax advisors regarding information reporting requirements relating to their ownership of PubCo Securities.

In general, information reporting requirements will apply to dividends received by U.S. Holders with respect to their PubCo Ordinary Shares (including constructive dividends), and the proceeds received on the disposition of PubCo Ordinary Shares and PubCo Warrants effected within the United States (and, in certain cases, outside the United States), in each case, other than U.S. Holders that are exempt recipients (such as corporations). Backup withholding (currently at a rate of 24%) may apply to such amounts if the U.S. Holder fails to provide an accurate taxpayer identification number (generally on an IRS Form W-9 provided to the paying agent or the U.S. Holder’s broker) or is otherwise subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or credit against a holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS.

For purposes of the following discussion, the term “Non-U.S. Holder” means a beneficial owner of Parent Securities, and, after the TTNP Merger, of PubCo Securities received in the TTNP Merger, if the beneficial owner is neither a U.S. Holder nor a partnership (or an entity or arrangement treated as a partnership) for U.S. federal income tax purposes. Generally a Non-U.S. Holder within this definition includes:

However, the term generally does not include an individual who is present in the United States for 183 days or more in the taxable year of disposition. A holder who is such an individual should consult his or her tax advisor regarding the U.S. federal income tax consequences of the sale or other disposition of Parent Securities or PubCo Ordinary Shares or PubCo Warrants.

It is assumed in the following discussion that PubCo is not treated as a U.S. corporation under the rules discussed above under “— Tax Residence of PubCo for U.S. Federal Income Tax Purposes.”

The U.S. federal income tax consequences of the TTNP Merger to Non-U.S. Holders of Parent Securities generally will correspond to the U.S. federal income tax consequences described under “— U.S. Holders — The Business Combination” above, except that Section 367(a) of the Code will not apply to any Non-U.S. Holder of Parent Securities, and except to the extent discussed below.

If the TTNP Merger results in a taxable exchange of Parent Securities, Non-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax on any gain unless either:

Assuming that PubCo is not treated as a U.S. corporation for U.S. federal income tax purposes, a Non-U.S. Holder of PubCo Ordinary Shares will not be subject to U.S. federal income tax or, subject to the discussion below under “— Information Reporting and Backup Withholding,” U.S. federal withholding tax on any dividends received on PubCo Ordinary Shares or any gain recognized on a sale or other disposition of PubCo Ordinary Shares (including, any distribution to the extent it exceeds the adjusted basis in the Non-U.S. Holder’s PubCo Ordinary Shares) unless the dividend or gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (or, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by the Non-U.S. Holder). In addition, special rules may apply to a Non-U.S. Holder who is an individual present in the United States for 183 days or more during the taxable year of the sale or disposition, and certain other requirements are met. Such holders should consult their own tax advisors regarding the U.S. federal income tax consequences of the sale or disposition of PubCo Ordinary Shares.

Dividends and gains that are effectively connected with a Non-U.S. Holder’s conduct of a trade or business in the United States (or, under certain income tax treaties, that are attributable to a United States permanent establishment or fixed base maintained by the Non-U.S. Holder) generally will be subject to U.S. federal income tax at the same regular U.S. federal income tax rates applicable to a comparable U.S. Holder. A Non-U.S. Holder that is a corporation may also be subject to a branch profits tax at a rate of 30% (or such lower rate provided by an applicable tax treaty) on its effectively connected earnings and profits for the taxable year, as adjusted for certain items.

The U.S. federal income tax treatment of a Non-U.S. Holder’s exercise of a PubCo Warrant, or the lapse of a PubCo Warrant held by a Non-U.S. Holder, generally will correspond to the U.S. federal income tax treatment of the exercise or lapse of a PubCo Warrant by a U.S. Holder, as described under “— U.S. Holders — Exercise or Lapse of a PubCo Warrant,” above. To the extent there is a taxable exchange, the consequences to a Non-U.S. Holder would be similar to those described in the preceding paragraphs above in respect of a Non-U.S. Holder’s gain on the sale or other disposition of the PubCo Ordinary Shares.

Information returns may be filed with the IRS in connection with, and Non-U.S. Holders may be subject to backup withholding on amounts received in respect of their Parent Securities or their PubCo Securities, in transactions effected in the United States or through certain U.S.-related financial intermediaries, unless in such case the Non-U.S. Holder furnishes to the applicable withholding agent the required certification as to its Non-U.S. status, such as by providing a valid IRS Form W-8BEN, IRS Form W-8BEN-E or IRS Form W-8ECI, as applicable, or the Non-U.S. Holder otherwise establishes an exemption.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against the holder’s U.S. federal income tax liability, and a holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for a refund with the IRS and furnishing any required information.

References in this section to “we,” “us,” or “our” are to PubCo, except where the context requires otherwise.

PubCo is a Cayman Islands company incorporated with limited liability and our affairs are governed by the provisions of the PubCo Charter and by the provisions of applicable Cayman Islands law, including the Companies Act and the common law of the Cayman Islands.

PubCo’s company registration number in the Cayman Islands is 411832.As provided in the PubCo Charter, subject to Cayman Islands law, PubCo has full power and authority to carry out any object not prohibited by the laws of the Cayman Islands.

The following description summarizes certain terms of our shares as set out more particularly in the form of the PubCo Charter attached to this proxy statement/prospectus as Annex B. Because it is only a summary, it may not contain all the information that is important to you. You are urged to read the applicable provisions of Cayman Islands law and the PubCo Charter carefully and in their entirety because they describe your rights as a holder of PubCo Ordinary Shares.

The authorized shares of PubCo consist of US$50,000 divided into 49,996,000 Ordinary Shares of par value $0.001 par value each and 4,000 preferred shares of par value $0.001 each, of which one PubCo Ordinary Share is issued and outstanding. Upon completion of the Business Combination, it is anticipated that 6,877,467 PubCo Ordinary Shares and 4,000 Series A convertible preferred shares will be issued and outstanding.

Under the Cayman Companies Act, shares in PubCo are deemed to be issued when the name of the shareholder is entered in our register of members. Our register of members will be maintained by our transfer agent Continental Stock Transfer & Trust Company. If (a) information that is required to be entered in the register of members is omitted from the register or is inaccurately entered in the register, or (b) there is unreasonable delay in entering information in the register, a shareholder of PubCo, or any person who is aggrieved by the omission, inaccuracy or delay, may apply to the Cayman Islands Court for an order that the register be rectified, and the Court may either refuse the application or order the rectification of the register, and may direct PubCo to pay all costs of the application and any damages the applicant may have sustained.

The rights, preferences and privileges of PubCo Ordinary Shares are subject to, and may be adversely affected by, the rights of the holders of any other class of shares that we may designate in the future having such rights as specified by the PubCo Board pursuant to the resolution of directors approving the creation of such class of shares. The directors shall not require any approval of the shareholders or any class of shareholders in respect of the creation or issuance of preference shares and the related amendment to the PubCo Charter.

The following summarizes the rights of holders of our Series A Preferred Shares:

Holders of PubCo Ordinary Shares do not have any pre-emptive or other rights to subscribe for additional shares pursuant to the PubCo Charter.

The following summarizes certain relevant provisions of Cayman Islands law and the PubCo Charter in relation to our shareholders’ meetings:

Shareholders have no general right under the PubCo Charter to bring business before a general meeting of PubCo, save in the case of any shareholders right to requisition a general meeting provided the minimum shareholder requirement is met.

Directors are appointed by ordinary resolution of the shareholders. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. In the interim between annual general meetings or extraordinary general meetings called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, additional directors and any vacancies in the PubCo Board may be filled by the vote of a majority of the remaining directors then in office. A director may be removed from office by an ordinary resolution of the shareholders or by notice in writing signed by not less than three-fourths of all the Directors in number. A director may otherwise cease to hold office in accordance with the provisions of the PubCo Charter.

In principle, PubCo will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands courts can be expected to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) so that a non-controlling shareholder may be permitted to commence a class action against or derivative actions in the name of the company to challenge actions where:

A shareholder may have a direct right of action against PubCo where the individual rights of that shareholder have been infringed or are about to be infringed.

The rights of TTNP Stockholders are currently governed by Delaware law and the TTNP Charter. At the effective time of the TTNP Merger, the TTNP Stockholders will automatically receive PubCo Ordinary Shares. Accordingly, after the Business Combination, the rights of the holders of PubCo Ordinary Shares will be governed by Cayman Islands law and the PubCo Charter. The following discussion summarizes material differences between the current rights of holders of TTNP Common Stock under the DGCL and the TTNP Charter and bylaws and the rights of the holders of PubCo Ordinary Shares under Cayman Islands law and the PubCo Charter following the Closing.

The discussion in this section does not include a description of rights or obligations under the U.S. federal securities laws or the Trading Market rules, many of which are similar to, or have an effect on, matters described herein under Delaware or Cayman law. Such rights or obligations generally apply equally to shares of TTNP Common Stock and PubCo Ordinary Shares.

This summary is not intended to be a complete discussion of the respective rights of TTNP Stockholders and PubCo shareholders and may not contain all of the information that is important to you. This summary is qualified in its entirety by reference to the DGCL, the Merger Agreement, and the TTNP Charter and the PubCo Charter, which we urge you to read carefully and in their entirety. TTNP and PubCo urge you to carefully read this entire proxy statement/prospectus, the relevant provisions of the DGCL, the Merger Agreement, and the other documents to which we refer to in this proxy statement/prospectus for a more complete understanding of the differences between the rights of a PubCo shareholder and the rights of a TTNP Stockholder. TTNP has filed its governing documents with the SEC and will send copies of these documents to you, without charge, upon your request. See the section titled “Where You Can Find More Information.”

Under the DGCL, a Delaware corporation may include in its certificate of incorporation a provision that, subject to the limitations described below, eliminates or limits the personal liability of a director to the corporation or its stockholders for monetary damages for breaches of fiduciary duty as a director. Such a provision may not eliminate or limit the liability of a director for (i) any breach of the duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) the willful or negligent payment of unlawful dividends or purchases or redemptions of shares of stock, or (iv) transactions from which such director derived an improper personal benefit. The TTNP Charter includes a provision providing that directors of TTNP shall not be liable to TTNP or its stockholders for monetary damages for breach of fiduciary duty, except to the extent such exemption or limitation is not permitted by the DGCL or unless they violated their duty of loyalty to TTNP or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from their actions as directors.

The DGCL also provides that a Delaware corporation has the power to indemnify any person who is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee of another entity, against reasonable expenses (including attorneys’ fees) and, in actions not brought by or in the right of the corporation, judgments, fines and amounts paid in settlement, in each case, actually and reasonably incurred in connection with such action, suit or proceeding, but only if such person acted in a manner reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action, had no reasonable cause to believe his or her conduct was unlawful, except that in any action brought by or in the right of the corporation, such indemnification may not be made if such person is adjudged liable to the corporation (unless otherwise determined by the court in which such action, suit or proceeding was brought or the Delaware Court of Chancery). In addition, under Delaware law, to the extent that a present or former director or officer of a Delaware corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above or any claim, issue or matter therein, he or she must be indemnified by the corporation against expenses (including attorneys’ fees) actually and reasonably incurred by him or her.

Furthermore, under Delaware law, a Delaware corporation is permitted to maintain directors’ and officers’ insurance.

Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.

The PubCo Charter provides that, to the maximum extent permitted by law, every current and former Director and officer of the PubCo (excluding an Auditor) shall be entitled to be indemnified out of the assets of the PubCo against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses (each a “liability”), which such indemnified person may incur in that capacity unless such liability arose as a result of the actual fraud or willful neglect or default of such person. Under the PubCo Charter, every current and former Director and officer of the PubCo shall be liable to PubCo for any loss or damage resulting (directly or indirectly) from such indemnified person carrying out his or her duties unless that liability arises through the actual fraud or willful default of such indemnified person. For this purpose, no officer or Director shall be deemed to have committed “actual fraud” or “willful default” until a court of competent jurisdiction has made a final, non-appealable finding to that effect.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

Delaware law and the TTNP Governing Documents contain provisions that may prevent or discourage a third party from acquiring TTNP, even if the acquisition would be beneficial to its stockholders.

PubCo’s authorized but unissued ordinary shares are available for future issuances without shareholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. Under the PubCo Charter, the PubCo Board is authorized to issue these shares in one or more classes with differing rights. The existence of authorized but unissued and unreserved ordinary shares and preference shares could render more difficult or discourage an attempt to obtain control of PubCo by means of a proxy contest, tender offer, merger or otherwise.

TTNP is subject to Delaware law prohibiting TTNP from engaging in any “business combination” with an “interested stockholder” for a period of three years subsequent to the time that the stockholder became an interested stockholder unless:

For purposes of Delaware law, an “interested stockholder” generally is defined as an entity or person (other than the corporation and any direct or indirect majority-owned subsidiary of the corporation) directly or indirectly beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated or associated with such entity or person.

For purposes of Delaware law, a “business combination” includes mergers, asset sales and other transactions resulting in financial benefit to a stockholder. This Delaware law could prohibit or delay mergers or other takeover or change of control attempts with respect to TTNP and, accordingly, may discourage attempts that might result in a premium over the market price for the shares held by TTNP Stockholders.

The Cayman Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (1) “merger” means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company, and (2) a “consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies to the consolidated company.

In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by either (1) a special resolution of the shareholders of each constituent company, and (2) such other authorization, if any, as may be specified in such constituent company’s articles of association. The written plan of merger or consolidation must be filed with the Registrar of Companies of the Cayman Islands together with a declaration as to the solvency of the consolidated or surviving company, a list of the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.

A merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders of that Cayman subsidiary if a copy of the plan of merger is given to every member of that Cayman subsidiary to be merged unless that member agrees otherwise. For this purpose, a company is a “parent” of a subsidiary if it holds issued shares that together represent at least ninety percent (90%) of the votes at a general meeting of the subsidiary.

The consent of each holder of a fixed or floating security interest over a constituent company must be obtained, unless the court waives such requirement.

Where the merger or consolidation involves a foreign company, the procedure is similar, save that with respect to the foreign company, the directors of the Cayman Islands exempted company are required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (1) that the merger or consolidation is permitted or not prohibited by the constitutional documents of the foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws and any requirements of those constitutional documents have been or will be complied with; (2) that no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any jurisdictions; (3) that no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the foreign company, its affairs or its property or any part thereof; and

(4) that no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company are and continue to be suspended or restricted.

Where the surviving company is the Cayman Islands exempted company, the directors of the Cayman Islands exempted company are further required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (1) that the foreign company is able to pay its debts as they fall due and that the merger or consolidated is bona fide and not intended to defraud unsecured creditors of the foreign company; (2) that in respect of the transfer of any security interest granted by the foreign company to the surviving or consolidated company (a) consent or approval to the transfer has been obtained, released or waived; (b) the transfer is permitted by and has been approved in accordance with the constitutional documents of the foreign company; and (c) the laws of the jurisdiction of the foreign company with respect to the transfer have been or will be complied with; (3) that the foreign company will, upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant foreign jurisdiction; and (4) that there is no other reason why it would be against the public interest to permit the merger or consolidation.

Where the above procedures are adopted, the Cayman Companies Act provides for a right of dissenting shareholders to be paid a payment of the fair value of his shares upon their dissenting to the merger or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows: (1) the shareholder must give his written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation is authorized by the vote; (2) within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent company must give written notice to each shareholder who made a written objection; (3) a shareholder must within 20 days following receipt of such notice from the constituent company, give the constituent company a written notice of his intention to dissent including, among other details, a demand for payment of the fair value of his shares; within seven days following the date of the expiration of the period set out in paragraph (2) above or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase his shares at a price that the company determines is the fair value and if the company and the shareholder agree the price within 30 days following the date on which the offer was made, the company must pay the shareholder such amount; and (5) if the company and the shareholder fail to agree a price within such 30 day period, within 20 days following the date on which such 30 day period expires, the company (and any dissenting shareholder) must file a petition with the Cayman Islands courts to determine the fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings until the determination of fair value is reached. These rights of a dissenting shareholder are not available in certain circumstances, for example, to dissenters holding shares of any class in respect of which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the relevant date or where the consideration for such shares to be contributed are shares of any company listed on a national securities exchange or shares of the surviving or consolidated company.

Separate from the statutory provisions relating to mergers and consolidations, the Cayman Companies Act also has separate statutory provisions that facilitate the reconstruction or amalgamation of companies by way of schemes of arrangement, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of Cayman Islands. While a dissenting shareholder would have the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:

If an arrangement and reconstruction by way of scheme of arrangement is approved and sanctioned, or if a tender offer is made and accepted in accordance with the following statutory procedures, any dissenting shareholder would have no rights comparable to appraisal rights (providing rights to receive payment in cash for the judicially determined value of the shares), which would otherwise ordinarily be available to dissenting shareholders of United States corporations.

This section sets forth a summary of applicable laws, rules, regulations, government and industry policies and requirements that have a significant impact on the Company’s operations and business in Asia. This summary does not purport to be a complete description of all laws and regulations, which apply to the Company’s business and operations. Investors should note that the following summary is based on relevant laws and regulations in force as of the date of this proxy statement/prospectus, which may be subject to change.

Our business is predominantly conducted by headquarters in Malaysia, but we have operations also in Singapore.

References in this section to “we,” “us,” or “our” are to the Company Group, except where the context requires otherwise.

The Company is subject to various laws and regulations in Malaysia and Singapore, including those relating to company law, consumer protection, labor laws, prevention of money laundering and financing of criminal activity and terrorism, privacy and data protection, foreign exchange controls and competition laws, among others, all of which are continuously evolving and developing. Additional laws in these and other areas affecting our business are likely to be enacted in the future, which could limit or require changes to the ways in which we conduct our business, and could both increase our compliance costs and decrease our revenues. See “Risk Factors — Risks Related to the Company’s International Operations, Legal and Regulatory Matters.”

A person who desires to form a company shall apply for incorporation, pursuant to the provisions of the Companies Act 2016 of Malaysia (the “Malaysian Companies Act”), with the Companies Commission of Malaysia. The Local Government Act 1976 of Malaysia empowers every local authority to create, amend or revoke any by-laws in respect of the local government area, and to grant any license or permit of any trade, occupation or premises and such license shall be subject to such conditions and restrictions as the local authority may prescribe. Any person who fails to exhibit his license at all times in some prominent place on the licensed premises or fails to produce such license when required shall be liable to a fine not exceeding MYR500 and/or to imprisonment for a term not exceeding six months. As such, prior to the commencement of the Company’s business operations in Malaysia, the Company is required to apply for business premises licenses for their operating premise from the relevant local authority. The Company has been registered in accordance with the Malaysian Companies Act and have obtained the business premises license from the local authority.

Regulations on Labor and Employment in Malaysia is mainly governed by the Employment Act 1955 (the “Malaysian Employment Act”). The Malaysian Employment Act governs and regulates contracts of service, payment of wages, employment of women, maternity protection, hours of work, holidays, leave policy, termination, layoff, retirement benefits, and employment of foreign employees. Following the implementation of the Employment (Amendment of First Schedule) Order 2022, which came into force on January 1, 2023, the applicability of the EA 1955 has been expanded to include any person who has entered into a contract of service with an employer, irrespective of their monthly wages, is engaged in manual labor, serves as a supervisor of such manual laborer, serves as a domestic employee, or is engaged in any capacity in any vessel registered in Malaysia subject to certain conditions. Notwithstanding this, pursuant to Paragraph 1A of the First Schedule of the Malaysian Employment Act, certain provisions in respect of overtime payments and termination benefits will not apply to employees whose wages exceed RM4,000 a month.

The widening scope of the Malaysian Employment Act indicates that all employers should ensure that the terms of their existing contract of employment comply with the minimum standards prescribed under the Malaysian Employment Act as well as all other applicable statutory requirements, including the minimum retirement age and statutory contributions such as Social Security and Employees’ Provident Fund. Both employees and employers in Malaysia are required to contribute toward the Employees Provident Fund, the Employment Insurance System and the Employees Social Security Fund. The contributions are premised on the statutorily prescribed rates under the Employees Provident Fund Act 1991 of Malaysia, Employment Insurance System Act 2017 of Malaysia and Employees’ Social Security Fund Act 1969 of Malaysia.

Other laws and regulations in relation to employment matters include the Industrial Relations Act 1967, Immigration Act 1959/63, Employment (Restriction) Act 1968, Employee Social Security General Rules 1971, Minimum Retirement Age Act 2012 and Minimum Wages Order 2020. As of LPD, we are in compliance with all applicable employment regulations.

Under Malaysian law, an “employee” means a person engaged under a contract of service while an “independent contractor” means a person engaged pursuant to a contract for services. The Malaysian Employment Act defines “contract of service” as any agreement, whether oral or in writing and whether express or implied, whereby one person agrees to employ another as an employee and that other agrees to serve his or her employer as an employee and includes an apprenticeship contract. There is no single legal test to determine whether a person is engaged as an employee or an independent contractor. The degree of control exercised over the person engaged is an important factor but not the sole criteria in making a determination. The Industrial Court of Malaysia will examine all facts and circumstances and the conduct of the parties, including but not limited to the degree of control, whether there is a fixed compensation package or whether the individual undertook a business risk, exclusivity, whether any statutory contributions (such as the Employees Provident Fund) have been made and the contractual terms of the engagement in determining the status of an employee or independent contractor.

The competition law in Malaysia prohibits two categories of activities: (i) anti-competitive practices and (ii) abuse of dominant positions, and the Competition Act 2010 of Malaysia (“Malaysia Competition Act”) is generally enforced by the Malaysia Competition Commission (the “MyCC”), save for competition issues arising in specific sectors (such as the telecommunications sector, the aviation sector and the energy and gas supply sector which fall under the relevant applicable laws and are regulated by other regulators). The Malaysia Competition Act applies to all commercial activities which have an effect on competition in any market in Malaysia, whether such activities are carried out within or outside Malaysia. Infringements of the Competition Act 2010 of Malaysia may result in, among other things, the imposition of a financial penalty of up to 10% of the worldwide turnover of the enterprise for the period during which the infringement occurred. The MyCC may also take other actions, including issuing cease and desist orders. Pursuant to Section 61 of the Malaysia Competition Act, any person who commits an offence under the Malaysia Competition Act may be liable to: (a) if such person is a body corporate, a fine not exceeding five million ringgit, and for a second or subsequent offence, to a fine not exceeding ten million ringgit; or (b) if such person is not a body corporate, a fine not exceeding one million ringgit or to imprisonment for a term not exceeding five years or to both, and for a second or subsequent offense, to a fine not exceeding two million ringgit or to imprisonment for a term not exceeding five years or to both.

The Personal Data Protection Act 2010 of Malaysia (the “Malaysia PDPA”) regulates the processing of personal data in commercial transactions in Malaysia and is enforced by the Personal Data Protection Commission. The Malaysia PDPA applies to (a) any person who processes, and (b) any person who has control over or authorizes the processing of, any personal data in respect of commercial transactions. The Malaysia PDPA also applies to a person in respect of personal data if (a) the person is established in Malaysia and personal data is processed, whether or not in the context of that establishment, by that person or any other person employed or engaged by that establishment, or (b) the person is not established in Malaysia but uses equipment in Malaysia for processing the personal data, except for the purposes of transit through Malaysia.

“Processing” in relation to personal data, means collecting, recording, holding or storing the personal data or carrying out any operation or set of operations on the personal data, including (a) the organization, adaptation or alteration of personal data; (b) the retrieval, consultation or use of personal data; (c) the disclosure of personal data by transmission, transfer, dissemination or otherwise making available; or (d) the alignment, combination, correction, erasure or destruction of personal data.

“Personal data” is statutorily defined to mean any information in respect of commercial transactions, which (a) is being processed wholly or partly by means of equipment operating automatically in response to instructions given for that purpose, (b) is recorded with the intention that it should wholly or partly be processed by means of such equipment, or (c) is recorded as part of, or with the intention that it should form a part of, a relevant filing system that relates directly or indirectly to a data subject (i.e., an individual who is the subject of the personal data) who is identified or identifiable from that information or from that and other information in the possession of a data user, including any sensitive personal data and expression of opinion about the data subject. “Personal data” does not include any information that is processed for the purpose of a credit reporting business carried on by a credit reporting agency under the Credit Reporting Agencies Act 2010 of Malaysia. “Commercial transactions” is statutorily defined as any transaction of a commercial nature, whether contractual or not, which includes any matters relating to the supply or exchange of goods or services, agency, investments, financing, banking and insurance, but does not include a credit reporting business carried out by a credit reporting agency under the Credit Reporting Agencies Act 2010 of Malaysia.

Under the Malaysia PDPA, a “data user” is a person who either alone or jointly, or in common with other persons, processes any personal data or has control over, or authorizes the processing of, any personal data but does not include a processor. The Malaysia PDPA provides that data users must adhere to the following principles with respect to the processing of personal data:

In general, to process or disclose personal data relating to any individuals would require (i) consent from such individuals, particularly pertaining to sensitive personal data, which may be obtained in any form that can be recorded and maintained properly by the data user; and (ii) written notice to such individuals informing such individuals amongst others, (a) personal data that is being processed by or on behalf of the data user and whether it is obligatory or voluntary for the individual to supply the personal data and, where it is obligatory for the individual to supply the personal data, the consequences that the individual may face if the individual fails to supply the personal data, (b) the purposes for which the personal data is being or is to be collected and further processed, (c) any information available to the data user as to the source of that personal data, (d) the individual’s right to request access to and request correction of the personal data, (e) the class of third parties to whom the data user disclosed or may disclose the personal data, and (f) the choices and means the data user offers the data subject for limiting the processing of personal data, including personal data relating to other persons who may be identified from that personal data. Any person engaged in processing personal data shall take measures to protect the personal data from any loss, misuse, modification, unauthorized or accidental access or disclosure, alteration or destruction and to maintain the integrity of the personal data processed, which should not be kept longer than necessary for the fulfilment of the purpose for which it was to be processed. Violation of the Malaysia PDPA, when convicted, may result fine up to RM500,000 and/or to imprisonment or both.

As a reseller of HCM solutions of Oracle, DayForce, MiHCM and Workplaze, the Company does not collect or process any personal data of any of its corporate customers. All personal data are collected and processed by its corporate customers through the use of the HCM solutions provided by Oracle, DayForce, MiHCM and Workplaze. The Company does not deal with nor own any information of its customers’ personal data stored in such HCM solutions or the database of Oracle, DayForce, MiHCM or Workplaze. Accordingly, the Malaysia PDPA has limited application to the Company, only with regards to any personal data that the Company’s customers may provide to the Company for user acceptance test, even so, the Company only utilizes masked data, i.e., anonymized or pseudonymized data that does not reveal the actual identities of individuals when testing and verifying solutions before deployment into the client’s environment. In the unlikely event where there are security breaches on the HCM solutions of the Company’s customers or the database of Oracle, DayForce, MiHCM or Workplaze which lead to leakage of personal data of the employees or customers of the Company’s customers to unauthorized parties, the Company has well-defined incident response procedures, including immediate notification to the client, thorough investigation, and remediation measures to prevent future occurrences, however the Company’s reputation may be indirectly and adversely affected. The Company has also established policies and procedures to help protect the security and privacy of any personal data given to the Company, but it is possible that its security controls over the personal data may not prevent the improper access to or disclosure of this data such as unauthorized access to restricted personal data by its employees.

The Company is not a data user which processes or has control over or authorizes the processing of, any personal data other than the personal data of its own employees. Accordingly, the Malaysia PDPA has limited application to us. In any event, the Company has established policies and procedures to help protect the security and privacy of any personal data given in accordance to the Malaysia PDPA.

As there is no overarching FDI regime in Malaysia, foreign equity restrictions thresholds vary between every industry, depending on the applicable laws, policies, and regulations issued by the relevant governmental departments. The Company is not subject to restrictions on foreign investment.

The exchange control regime in Malaysia is regulated by the Financial Services Act 2013 of Malaysia (the “Malaysia FSA”), which regulates the domestic and international transactions involving residents and non- residents of Malaysia and prescribes a list of transactions that are prohibited without approval from the Bank Negara Malaysia (the Central Bank of Malaysia) (the “BNM”). In exercise of the powers conferred by the Malaysia FSA, BNM issues the Foreign Exchange Notices (the “FE Notices”) which provides the directions, requirements, restrictions, and conditions of approval in respect of the prohibited transactions.

Foreign investors are generally free to repatriate proceeds, profits, dividends, rent, fees, and interest arising from any investment in Malaysia in foreign currency (except for the currency of Israel), subject to any withholding tax, in accordance with the FE Notices. The conversion of ringgit into foreign currency may be freely effected onshore with licensed banks or money-changers with certain limited exceptions. Unless otherwise restricted by contractual undertakings and subject to applicable laws, the Company is at liberty to distribute dividends to PubCo in foreign currency without having to seek prior approval from BNM.

The Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (“Malaysian AMLATFA”), makes it an offense for any person to engage in or abet the commission of money laundering and terrorist financing, and seeks, among other things, to implement measures for the prevention of money laundering and terrorism financing offences. Any person who (a) engages in a transaction that involves proceeds of unlawful activity; (b) uses proceeds of unlawful activity; (c) removes from or brings into Malaysia proceeds of unlawful activity; or (d) conceals, disguises, or impedes the establishment of the true nature, origin, location, movement, disposition, title of, rights with respect to, or ownership of proceeds of unlawful activity commits a money laundering offense under the Malaysian AMLATFA.

The Malaysian AMLATFA sets out that the reporting institution under the First Schedule of the Malaysian AMLATFA shall comply with the further obligations of prevention of money laundering and financing terrorism, which include reporting and recordkeeping duties, such as submitting suspicious transaction reports, implementing a risk-based application, and conducting customer due diligence. The Company is not deemed to be a reporting institution under the Malaysian AMLATFA. Nevertheless, the Company are required to comply with the provisions under the Malaysian AMLATFA.

We conduct business in Singapore through our subsidiary, which has been incorporated in accordance with the Companies Act 1967 of Singapore (“Singapore Companies Act”) and registered with the Accounting and Corporate Regulatory Authority of Singapore as required by the Singapore Companies Act.

There are various general consumer protection laws in place in Singapore, which apply generally to all relevant transactions including electronic transactions, but are not specifically targeted at regulating e-commerce operations. One or more of these laws would be relevant in the context of live streaming operations or e-commerce operations.

The Consumer Protection (Fair Trading) Act 2003 of Singapore is the primary statute governing consumer protection which sets out a legislative framework prohibiting suppliers from engaging in unfair practices in relation to transactions and to allow consumers aggrieved by unfair practices to have recourse to civil remedies before the Singapore courts. The definition of supplier under the Consumer Protection (Fair Trading) Act 2003 of Singapore includes persons who promote the use or purchase of goods or services. Suppliers may be held liable for engaging in unfair practices in relation to consumer transactions. Unfair practices include, among other things, (i) doing or saying anything, or omitting to do or say anything, that would reasonably deceive or mislead consumers, (ii) making a false claim, (iii) taking unreasonable advantage of a consumer, or (iv) making various forms of misrepresentations to the consumer.

The Consumer Protection (Trade Descriptions and Safety Requirements) Act 1975 of Singapore prohibits the use of false trade descriptions on goods supplied in the course of trade. Trade descriptions include any description, statement or indication that directly or indirectly relates to the fitness for purpose, strength, performance, behavior or accuracy of any goods. This prohibition applies to all persons in the course of business and would be applicable in an e-commerce marketplace. Violations of the Consumer Protection (Trade Descriptions and Safety Requirements) Act 1975 of Singapore are subject to criminal liability.

The Unfair Contract Terms Act 1977 of Singapore generally regulates against unfair contract terms such as exclusion clauses and limitation of liability clauses in most consumer and standard form contracts.

Amongst other things, the Unfair Contract Terms Act 1977 of Singapore prohibits the exclusion or restriction of liability for death or personal injury caused by negligence in all contracts. It also prevents sellers/service providers from excluding or limiting their liability for a breach of contract, unless it is reasonable for them to do so. The Unfair Contract Terms Act 1977 also circumscribes the limitation of liability in relation to certain implied terms in respect of goods purchased.

The Singapore Code of Advertising Practice (the “SCAP”) is a code of practice set out by the Advertising Standards Authority of Singapore (the “ASAS”) prescribing general principles applicable to advertisements, which include decency, honesty and truthful presentation, and contains guidelines relating to specific services/products. While the SCAP has no force of law, a breach of the SCAP may lead to ASAS referring the matter to the Consumers Association of Singapore for actions under the Consumer Protection (Fair Trading) Act 2003 of Singapore if an advertiser has repeatedly violated the SCAP by marketing false, misleading or unsubstantiated claims. The ASAS has also issued additional guidelines from time to time, such as the Guidelines for Interactive Marketing Communication & Social Media, which emphasizes that marketing communication should be clearly distinguishable from editorial and personal opinion and should not take the form of social media content that appears to originate from a credible and impartial source, and the Guidelines on Advertising of Investments, which aim to minimize investments-related advertisement with claims that are speculative, misleading or not sustainable.

The Spam Control Act 2007 of Singapore, as administered by the IMDA regulates the sending or receiving of unsolicited bulk commercial electronic messages, or “spam”, in Singapore It imposes certain requirements on the sending or receiving of unsolicited bulk commercial electronic messages, or “spam,” in Singapore and applies to emails and text messages that have a Singapore nexus. Electronic messages must have an “unsubscribe facility” or “opt-out” function, and the recipient should be removed from the distribution list within 10 business days after submitting an opt-out request. Any person who suffers loss or damage as a result of any violation of the foregoing requirements is entitled to institute legal action, and the court may grant injunctions, damages or statutory damages.

The Intellectual Property Office of Singapore administers the intellectual property legislative framework in Singapore, which includes copyrights, trademarks and patents. Singapore is a member of the main international conventions regulating intellectual property matters, and the World Trade Organization’s Agreement on Trade Related Aspects of Intellectual Property Rights.

Singapore operates a first-to-file system in respect of registered trademarks under the Trade Marks Act 1988 of Singapore, and the registered proprietor is granted a statutory monopoly of the trademark in Singapore in relation to the product or service for which it is registered. In the event of any trademark infringement, the registered proprietor will be able to rely on the registered trademark as proof of his right to the mark, and the infringement of a trademark may give rise to civil and criminal liabilities. Statutory protection of a registered trademark can last indefinitely, as long as the registration is renewed every 10 years. Unregistered trademarks are also protected under the common law of passing off, provided that the owner is able to prove that there is goodwill or reputation in the mark; misrepresentation on the part of the infringer; and damage to the mark as a result.

The Singapore Competition Act, Chapter 50B of Singapore (the “Singapore Competition Act”) prohibits anti-competitive practices. Specific prohibited activities include agreements that prevent, restrict or distort competition, abuse of dominance and mergers that substantially lessen competition, whether these take place within or outside of Singapore, so long as they have an impact on a market in Singapore. The Competition and Consumer Commission of Singapore (the “CCCS”) is responsible for administering and enforcing the Singapore Competition Act, which covers all industries and sectors unless specifically exempted or excluded. Infringements of the Competition Act can result in financial penalties of up to 10 per cent. of the turnover of the business in Singapore for each year of infringement, up to a maximum of three years. The CCCS also has powers to impose directions requiring infringing undertakings to stop or modify the activity or conduct, or in the case of anti-competitive mergers, to remedy, mitigate or eliminate the adverse effects arising from the merger.

The Singapore EA is administered by the Ministry of Manpower and sets out the basic terms and conditions of employment and the rights and responsibilities of employers as well as employees who are covered under the Singapore EA (“relevant employees”).

In particular, Part IV of the Singapore EA sets out requirements for rest days, hours of work and other conditions of service for workmen who receive salaries not exceeding S$4,500 a month and employees (other than workmen or person employed in a managerial or an executive position) who receive salaries not exceeding S$2,600 a month. Section 38(8) of the Singapore EA provides that a relevant employee is not allowed to work for more than 12 hours in any one day except in specified circumstances, such as where the work is essential to the life of the community, defense or security. In addition, section 38(5) of the Singapore EA limits the extent of overtime work that a relevant employee can perform to 72 hours a month.

Employers must seek the prior approval of the Commissioner for Labour (“Commissioner”) for exemption if they require a relevant employee or class of relevant employees to work for more than 12 hours a day or work overtime for more than 72 hours a month. The Commissioner may, after considering the operational needs of the employer and the health and safety of the relevant employee or class of relevant employees, by order in writing exempt such relevant employees from the overtime limits subject to such conditions as the Commissioner thinks fit. Where such exemptions have been granted, the employer shall display the order or a copy thereof conspicuously in the place where such employees are employed.

The Singapore WSHA governs the safety, health and welfare of persons at work in workplaces. Under Singapore WSHA every employer has the duty to take, so far as is reasonably practicable, such measures as are necessary to ensure the safety and health of his employees at work. These measures include providing and maintaining for the employees a work environment which is safe, without risk to health and adequate as regards facilities and arrangements for their welfare at work, ensuring that adequate safety measures are taken and ensuring that the person at work has adequate Singapore, information, training and supervision as is necessary for that person to perform his work. More specific duties imposed by the Ministry Of Manpower on employers are laid out in the Workplace Safety and Health (General Provisions) Regulations.

Any person guilty of an offence under the Singapore WSHA (but not including the relevant regulations) for which no penalty is expressly provided by the Singapore WSHA shall be liable on conviction:

Regulations on Anti-money Laundering and Countering the Financing of Terrorism (“AML/CFT”)

Regulated financial institutions must comply with all applicable AML/CFT obligations, including the relevant AML/CFT Notices and Guidelines issued by Monetary Authority Singapore. Among other things, the AML/CFT Notices require financial institutions to put in place robust controls to detect and deter the flow of illicit funds through Singapore’s financial system, identify and know their customers (including beneficial owners), conduct regular account reviews, and to monitor and report any suspicious transaction.

The primary AML/CFT legislation in Singapore that are of general application are the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act, Chapter 84A of Singapore (the “CDSA”) and Terrorism (Suppression of Financing) Act, Chapter 325 of Singapore (the “TSOFA”). The CDSA provides for the confiscation of benefits derived from, and to combat, corruption, drug dealing and other serious crimes. Generally, the CDSA criminalizes the concealment or transfer of the benefits of criminal conduct as well as the knowing assistance of the concealment, transfer or retention of such benefits. The TSOFA criminalizes terrorism financing and prohibits any person in Singapore from dealing with or providing services to a terrorist entity, including those designated pursuant to the TSOFA. The CDSA and the TSOFA also require suspicious transaction reports to be lodged with the Suspicious Transaction Reporting Office. If any person fails to lodge the requisite reports under the CDSA and the TSOFA, it may be subject to criminal liability. In addition, financial institutions, non-financial institutions and individuals in Singapore are required to comply with financial sanction requirements in relation to individuals and entities designated by the United Nations.

Singapore PDPA governs the collection, use and disclosure of individuals’ personal data by organizations. The Singapore PDPA also established the Personal Data Protection Commission (“PDPC”) to administer and enforce the Singapore PDPA.

The Singapore PDPA defines “personal data” as data, whether true or not, about an individual who can be identified —