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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Black Titan Corp (Name of Issuer) |
Ordinary Shares, par value $0.001 (Title of Class of Securities) |
G1156E102 (CUSIP Number) |
Danny Vincent Dass 21, Lengkok Lumba Kuda, Race Course Garden, 11400 Ayer Itam Pulau Pinang, N8, 11400 60124880388 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/01/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. | G1156E102 |
| 1 |
Name of reporting person
Danny Vincent Dass | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
MALAYSIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,344,100.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
32.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares, par value $0.001 |
| (b) | Name of Issuer:
Black Titan Corp |
| (c) | Address of Issuer's Principal Executive Offices:
Level 8, Unit 8-02, The Bousteador, 10, Jalan PJU 7/6, Mutiara Damansara, 47800 PJ, Selangor,
MALAYSIA
, 47800. |
| Item 2. | Identity and Background |
| (a) | Danny Vincent Dass |
| (b) | 21, Lengkok Lumba Kuda, Race Course Garden,11400 Ayer Itam, Pulau Pinang, Malaysia |
| (c) | Chief Operating Officer, Studio Maze Sdn. Bhd, 10, Jalan Clove Hall, 10050 Georgetown, Penang, Malaysia |
| (d) | No |
| (e) | No |
| (f) | Malaysia |
| Item 3. | Source and Amount of Funds or Other Consideration |
On October 1, 2025, pursuant to a Merger and Contribution and Share Exchange Agreement, dated as of August 19, 2024 (the "Merger Agreement"), by and among the Issuer, Titan Pharmaceuticals, Inc., a Delaware Corporation (the "TTNP"), TTNP Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Issuer ("Merger Sub"), and TalenTec Sdn. Bhd., f/k/e KE Sdn. Bhd., a Malaysia private limited company ("TalenTec"), Merger Sub merged with and into TTNP, with TTNP being the surviving corporation (the "TTNP Merger") and a direct wholly owned subsidiary of the Issuer; each outstanding share of TTNP Common Stock, automatically was converted into one Ordinary Share; and each outstanding share of TTNP Series AA Convertible Preferred Stock automatically was converted into 1.07296 Ordinary Shares. In addition, immediately following effectiveness of the TTNP Merger, pursuant to a Share Exchange Agreement, dated July 25, 2025, among the Issuer, TalenTec, Mr. Dass, and the other TalenTec shareholders, Mr. Dass and each other TalenTec shareholder contributed and exchanged each TalenTec share that he owned for 8.524 PubCo Ordinary Shares. Mr. Dass accordingly received 2,344,100 Ordinary Shares for his 275,000 TalenTec shares, which he purchased from Seow Gim Shen, in a private transaction effected December 23, 2024. | |
| Item 4. | Purpose of Transaction |
Mr. Dass acquired the Ordinary Shares for investment. Mr. Dass has no plans or proposals that would result in any of the events or circumstances referred to in clauses (a) through (j) of Item 4. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The aggregate number of Ordinary Shares that Mr. Dass owns is 2,344,100, being 32.5% of the outstanding shares of the class. |
| (b) | Mr. Dass has sole power to vote and to dispose of the Ordinary Shares referred to in paragraph Item 5(a). |
| (c) | The information set forth in Item 3 is incorporated herein by reference. |
| (d) | Not applicable |
| (e) | Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Not applicable | |
| Item 7. | Material to be Filed as Exhibits. |
https://www.sec.gov/Archives/edgar/data/2034400/000164117225013128/formf-4.htm#anna_001 |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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