Black Titan Corp

Black Titan Corporation (PubCo) operates in the Human Capital Management (HCM) software market through its wholly-owned subsidiary, TalenTec Sdn. Bhd. (TalenTec), a Malaysia private limited company, and TalenTec's subsidiary, KEDA Pte Ltd. [Defined Terms]. TalenTec, founded in 1990, became one of the first licensees of PeopleSoft Human Resource and Payroll solutions in the Asia Pacific region in 1993 [Item 4, Business — Company Overview]. The HCM software market is experiencing steady growth driven by the need for robust solutions to enhance workforce productivity, improve employee management, and adapt to technological advancements such as cloud storage, big data, and artificial intelligence [Item 4, Business — Industry Overview]. The Asia-Pacific (APAC) HCM software market is estimated to generate $9.03 billion in 2025 and is projected to reach $18.18 billion by 2030, growing at a Compound Annual Growth Rate (CAGR) of 15.02% [Item 4, Business — Industry Overview]. Specifically, HCM revenue in Malaysia and Singapore, where TalenTec operates, was $188.4 million and $159.4 million, respectively, in 2024. These markets are projected to grow at CAGRs of 14.15% to $422.7 million and 13.98% to $354.6 million by 2030, respectively [Item 4, Business — Industry Overview].

TalenTec's core business model involves reselling HCM software from third-party vendors and providing value-added consulting, implementation, training, and continuing support services to its clients [Item 4, Business — Company Overview]. The company's revenue streams are categorized into maintenance services, implementation services, SaaS subscription services, licensing, and other services, including training and hardware sales [Item 5, TalenTec's MD&A — Revenues]. Revenue from HCM solution projects and IT staff augmentation, outsourcing, and consulting services collectively contributed approximately 90% to the Company Group's total revenue in fiscal year 2025 and 95% in fiscal year 2024 [Item 3, Risk Factors — The project-based and contract-based nature of the Company Group's business]. The company primarily targets large organizations with at least approximately 300 employees, due to the high cost of HCM solutions [Item 3, Risk Factors — Because of the high cost of HCM solutions].

TalenTec resells and provides services for several HCM software brands: Oracle PeopleSoft HCM, Oracle PeopleSoft Financials, Dayforce HCM, SunFish Workplaze HR, and MiHCM Cloud [Item 4, Business — Company Overview]. Oracle PeopleSoft HCM/Financials products accounted for 70.5% of the Company Group's revenues in fiscal year 2025, down from 78.9% in fiscal year 2024. SunFish Workplaze HR contributed 15.0% in 2025, up from 14.5% in 2024. MiHCM Cloud accounted for 5.5% in 2025, a slight decrease from 5.6% in 2024. Dayforce HCM represented 0.1% of revenue in 2025, down from 0.2% in 2024 [Item 4, Business — The Company's Business].

For the fiscal year ended July 31, 2025, TalenTec reported total revenues of $2,683,126 [Item 5, TalenTec's MD&A — Results of Operations]. Gross profit for the same period was $884,928 [Item 5, TalenTec's MD&A — Results of Operations], resulting in a gross margin of approximately 32.98%. Operating income was $226,050 [Item 5, TalenTec's MD&A — Results of Operations], yielding an operating margin of approximately 8.42%. Net income for fiscal year 2025 was $209,911 [Item 5, TalenTec's MD&A — Results of Operations]. Basic and diluted earnings per share were $0.36 [Item F-12, Consolidated Statements of Operations and Comprehensive Income]. Cash and cash equivalents were $575,111 [Item F-11, Consolidated Balance Sheets], and restricted cash was $608,820 [Item F-11, Consolidated Balance Sheets], totaling $1,183,931 [Item F-14, Consolidated Statements of Cash Flows — Reconciliation of Cash, Cash Equivalents and Restricted Cash]. Total current liabilities were $1,680,386 [Item F-11, Consolidated Balance Sheets], and total liabilities were $1,768,211 [Item F-11, Consolidated Balance Sheets]. The company had $19,597 in current long-term borrowings and no non-current long-term borrowings as of July 31, 2025 [Item F-28, Notes to Consolidated Financial Statements — Borrowings]. Net cash provided by operating activities was $394,218 [Item F-14, Consolidated Statements of Cash Flows].

Comparing fiscal year 2025 to 2024, total revenues increased by $558,630, or 26.3%, from $2,124,496 to $2,683,126 [Item 5, TalenTec's MD&A — Revenues]. Maintenance services revenue increased by 6.9% to $965,437 [Item 5, TalenTec's MD&A — Revenues]. Implementation services revenue grew by 22.9% to $1,025,021 [Item 5, TalenTec's MD&A — Revenues]. SaaS subscription services revenue increased by 23.4% to $342,071 [Item 5, TalenTec's MD&A — Revenues]. Licensing revenue saw an 18.9% increase to $112,607 [Item 5, TalenTec's MD&A — Revenues]. Other services revenue experienced a significant increase of 1,391.8% to $237,990 [Item 5, TalenTec's MD&A — Revenues]. Cost of revenues increased by 25.1% to $1,798,198 [Item 5, TalenTec's MD&A — Total costs of revenue]. Selling and marketing expenses increased by 47.3% to $24,773 [Item 5, TalenTec's MD&A — Sales and Marketing]. General and administrative expenses increased by 15.0% to $634,105 [Item 5, TalenTec's MD&A — General and Administrative]. The shift towards cloud-based solutions is reflected in the upward trend in revenue from these offerings compared to static growth from on-premise systems [Item 4, Business — Industry Overview].

On October 1, 2025, Black Titan Corporation consummated the acquisition of Titan Pharmaceuticals Inc. (TTNP) and TalenTec Sdn. Bhd. [Item 4, Recent Developments — Business Combination]. As a result, TTNP and TalenTec became wholly-owned subsidiaries of Black Titan Corporation, which now serves as a public-listed company trading on Nasdaq under the ticker symbol NASDAQ: BTTC [Item 4, Recent Developments — Business Combination]. In connection with this, Black Titan issued 7,210,800 Ordinary Shares to TalenTec Shareholders [Item 4, Recent Developments — Business Combination]. The company also announced plans on October 6, 2025, to seek long-term strategic crypto initiatives, including potential strategic investments in digital currencies, direct coin acquisitions, mining, and fintech-related mergers and acquisitions [Item 4, Recent Developments — Crypto Strategy].

Management aims to position the Company as a strategic partner that enhances human resource capabilities through technology and innovative solutions, rather than solely a software reseller [Item 4, Business — Growth Strategies]. The company plans to expand its market share by continuing to add to its HCM product offerings, expanding operations to other countries in the Southeast Asia Pacific region, and continuing to develop innovative solutions [Item 4, Business — Growth Strategies].

A major growth vector for the Company is the continued expansion of its suite of HCM solutions. In 2024, TalenTec entered into a Consulting Services Agreement with Sire to participate in the development of a SaaS HCM application specifically for the hospitality industry. This agreement has since been novated to Brictec Co Ltd, owned by a TalenTec Shareholder. The rollout of this application is intended for the end of calendar 2025, with TalenTec slated to be the master distributor if successfully developed [Item 4, Business — Growth Strategies]. This new offering aims to include a financial feature called Earned Wage Access, allowing employees to take advances on their compensation [Item 4, Business — Growth Strategies].

Another significant growth area is geographic expansion. TalenTec plans to expand its operations in Singapore, which could become a hub for further expansion into other Southeast Asia Pacific countries, including Indonesia and the Philippines [Item 4, Business — Growth Strategies]. The company is currently exploring opportunities with a global U.S.-based HCM vendor to offer its products in these regions [Item 4, Business — Growth Strategies]. According to the Mordor Report and IMARC Group's research, HCM revenue in Indonesia was $479.0 million in 2024 and is expected to grow to $165.5 million by 2030, at a CAGR of 12.85%. Vietnam's HCM revenue was $106.0 million in 2024 and is projected to reach $186.8 million by 2033, growing at a CAGR of 6.5% [Item 4, Business — Growth Strategies]. These expansion plans are contingent on the successful conclusion of vendor discussions and the completion of the SaaS solution development [Item 4, Business — Growth Strategies].

Operationally, the Company expects sales and marketing expenses to increase in absolute terms as it continues to invest in domestic and international selling and marketing activities to expand brand awareness and product offerings [Item 5, TalenTec's MD&A — Sales and Marketing]. This is driven by the digitalization of HR processes in Malaysia, where the data center market is projected to reach $2.252 billion by 2028, up from $1.31 billion in 2022, growing at a CAGR of 9.41% [Item 5, TalenTec's MD&A — Sales and Marketing]. In the Philippines, software and service sales are forecasted to reach $95 million by 2025 [Item 5, TalenTec's MD&A — Sales and Marketing]. Indonesia aims for digital integration for 30 million micro, small, and medium enterprises (MSMEs) by 2024 [Item 5, TalenTec's MD&A — Sales and Marketing]. The company's management team is expanding services related to digitalization, which will lead to increased sales and marketing expenses [Item 5, TalenTec's MD&A — Sales and Marketing]. The company also plans to continue building strong customer relationships, enhance customer retention, and encourage referrals, anticipating that its long-standing relationships will facilitate the transition of existing clients to hybrid and cloud models, easing migration and potentially increasing revenue [Item 4, Business — Growth Strategies].

The company's long-term future capital requirements depend on macroeconomic trends, customer growth rates, subscription renewal activity, and the expansion of sales and marketing activities, as well as the introduction of new and enhanced service offerings [Item 5, TalenTec's MD&A — Liquidity and Capital Resources]. Management has embarked on developing an HCM cloud solution, with a beta version scheduled for rollout in the second fiscal quarter of 2026 [Item 5, TalenTec's MD&A — Liquidity and Capital Resources].

The Company Group faces several material risks, including its dependence on licenses, reseller contracts, and distribution agreements with third-party software vendors, particularly Oracle Corporation, which accounted for 78.9% of revenues in fiscal year 2024 [Item 3, Risk Factors — The Company Group depends on licenses, reseller contracts and distribution agreements]. The market for HCM solutions is highly competitive, rapidly evolving, and fragmented, with competitors potentially having greater resources, more established presences, and more aggressive pricing strategies [Item 3, Risk Factors — The Company Group faces competition from other HCM solutions providers and vendors]. Customer concentration is a significant risk, as three customers accounted for approximately 34% of total revenue in fiscal year 2025, with one regulatory authority in Malaysia having a contract for services totaling approximately $500,000 until December 31, 2026, and a one-year renewal option for approximately $275,000 [Item 3, Risk Factors — The Company Group depends on a few customers for a significant part of its revenue]. The target market is limited to large organizations due to the high cost of HCM solutions, and these large organizations may demand customized features not offered by the Company [Item 3, Risk Factors — Because of the high cost of HCM solutions]. The project-based and contract-based nature of the business, with most customer contracts being short-term (one to three years for maintenance, annually for subscriptions), leads to revenue fluctuations and requires continuous new contract acquisition [Item 3, Risk Factors — The project-based and contract-based nature of the Company Group's business]. International expansion into countries like the Philippines and Indonesia subjects the company to regulatory, economic, and political risks, including challenges in recruiting talent, customizing solutions, and complying with foreign laws [Item 3, 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]. The company is exposed to foreign exchange transaction risks, as 97.7% of its revenue in fiscal year 2025 was denominated in MYR and 2.3% in SGD, while purchases were 100% in MYR [Item 3, Risk Factors — The Company Group is exposed to foreign exchange transaction risks]. Cybersecurity risks are present due to reliance on third-party HCM solutions and information systems, with potential for security breaches, data loss, and reputational damage, despite not directly collecting or processing customer personal data [Item 3, Risk Factors — The Company Group's third party HCM solutions...are exposed to the risk of security breaches]. Furthermore, the company identified material weaknesses in its internal control over financial reporting for fiscal years 2024 and 2023, related to a lack of accounting staff with U.S. GAAP and SEC reporting knowledge and insufficient IT general controls [Item 3, Risk Factors — Failure to maintain effective internal controls over financial reporting].

Management's message to shareholders emphasizes a strategic shift to position the Company as a comprehensive human resources consulting group, moving beyond a mere software reseller, by fostering long-term relationships and enhancing human resource capabilities through technology and innovative solutions [Item 4, Business — Growth Strategies]. A key strategic priority is the continuous expansion of the HCM product offerings, including participation in the development of a new SaaS HCM application for the hospitality industry, with an anticipated rollout by the end of calendar 2025 [Item 4, Business — Growth Strategies]. Another core priority is geographic expansion, with plans to enlarge operations in Singapore, Indonesia, and to extend into the Philippines and Vietnam, contingent on successful discussions with a major U.S.-based HCM vendor and the completion of the aforementioned SaaS solution development [Item 4, Business — Growth Strategies]. Management also highlights the importance of continuing customer relationship management and innovation, aiming to build strong relationships, enhance customer retention, and facilitate the transition of existing clients from on-premises to hybrid and cloud-based solutions, which is expected to be simpler than acquiring new cloud-first clients [Item 4, Business — Growth Strategies]. The company expects sales and marketing expenses to increase as it invests in domestic and international activities to expand brand awareness and product offerings, driven by the growing digitalization of HR processes in the APAC region [Item 5, TalenTec's MD&A — Sales and Marketing].