UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2026

Commission File No. 001-42880

BLACK TITAN CORPORATION

(Registrant’s Name)

Level 8, Unit 8-02 The Bousteador, 10, Jalan PJU 7/6

Mutiara Damansara, 47800 Petaling Jaya

Selangor Darul Ehsan, Malaysia

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

This Report on Form 6-K of Black Titan Corporation (the “Company”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or the Company’s future financial performance. The Company has attempted to identify forward-looking statements by terminology including “anticipates”, “believes”, “expects”, “can”, “continue”, “could”, “estimates”, “expects”, “intends”, “may”, “plans”, “potential”, “predict”, “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions, uncertainties and other factors may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressed or implied by these forward-looking statements. The information in this Report on Form 6-K is not intended to project future performance of the Company. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company does not guarantee future results, levels of activity, performance or achievements. The Company expectations are as of the date this Form 6-K is filed, and the Company does not intend to update any of the forward-looking statements after the date this Report on Form 6-K is filed to confirm these statements to actual results, unless required by law.

The forward-looking statements included in this Form 6-K are subject to risks, uncertainties and assumptions about our businesses and business environments. These statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual results of our operations may differ materially from information contained herein as a result of risk factors some of which include, among other things, the Company’s ability to grow market share in its existing markets or any new markets it may enter, the Company’s ability to execute its growth strategy, manage growth and maintain its corporate culture as it grows; anticipated technology trends and developments and the Company’s ability to address those trends and developments with its products and offerings, and the ability to protect information technology systems and platforms against security breaches or otherwise protect confidential information or platform users’ personally identifiable information.

On June 12, 2026 the Company announced its unaudited consolidated financial results for the six month period ended January 31, 2026.

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 Black Titan Corporation and its subsidiaries. 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 report. Some of the information contained in this discussion and analysis is set forth elsewhere in this report, 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 report 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.

Overview

Black Titan Corporation, incorporated on July 11, 2024 in the Cayman Islands, was formed solely to facilitate the merger between TTNP and TalenTec (the “Merger”), which occurred on October 1, 2025. On August 19, 2024, TTNP entered into a Merger Agreement with TalenTec. Upon consummation of the transactions contemplated by the Merger Agreement (the “Closing”) on October 1, 2025, TTNP and TalenTec are surviving entities and have become wholly owned subsidiaries of Black Titan Corporation.TTNP is incorporated in Delaware. and prior to the Merger, TTNP had substantially divested its operating assets and was pursuing strategic alternatives.

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, Oracle Fusion HCM, Sunfish HR, and Workday HCM, 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, Vietnam and Hong Kong; 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 we are participating.

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.

We have begun pursuing a digital asset treasury (“DAT+”) strategy as part of our broader capital allocation and corporate strategy initiatives in fiscal 2026. Our digital asset strategy, which we term “DAT+”, is an active management approach to our corporate digital asset treasury. Under this strategy, we intend, subject to market conditions, regulatory considerations, liquidity needs, and board oversight, to evaluate allocating a portion of our capital to digital assets and digital-asset-related opportunities, which may include holding certain digital assets as part of our corporate treasury and exploring ancillary blockchain-related initiatives.

The core of the DAT+ strategy is to treat digital assets not as passive investments, but as operational components that generate revenue and earnings. We identify and acquire tokens whose inherent utility serves as a gateway to a project’s income streams or products. This allows us to actively operate these assets to create tangible cash flow and a robust balance sheet, aligning with our fundamental duty to maximize value for our shareholders. Our approach is diversified; we do not concentrate our entire DAT funding into a single token but build a selective portfolio of high-potential projects where we can also support their growth.

The DAT+ strategy is in an early stage of development, and we have not yet made any material digital asset acquisitions. Our implementation of this strategy, if any, will depend on a number of factors, including prevailing market conditions, the availability of capital, regulatory developments, risk management considerations, and internal controls.

Certain Factors Affecting Our Performance

Impact of New Customer Acquisition

Our future growth is significantly contingent upon our capacity to attract new clients. If our efforts to attract new customers are unsuccessful, 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.

Impact of Maintaining Customer Retention and Increasing Sales

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 the years ended July 31, 2024 and 2025, and six months ended January 31, 2026, our subscription renewal rate for our existing customers was 100%. While our SaaS subscription renewal rate remained at 100%, overall revenue during the period was affected by lower contributions from legacy on premise software maintenance services and fewer new implementation projects. Customer retention in our SaaS business has remained strong, and we continue to focus on growing recurring revenue.

Impact of Number of Consultants on Implementation and Maintenance

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. We had 30 and 26 consultants respectively as of July 31, 2025 and January 31, 2026.

Impact of Digital Asset Regulation and Price Volatility

Digital asset regulatory frameworks worldwide are evolving quickly with inconsistent requirements across regions. Rules, licensing obligations and regulatory enforcement may limit our ability to deploy capital into digital assets, drive up compliance costs, or require material changes to or full suspension of the DAT+ strategy. In addition, digital asset prices are subject to extreme volatility. Sudden price fluctuations, liquidity constraints and shifting market sentiment could lead to asset impairment, financial losses or lower-than-expected returns on any digital assets we may acquire.

Key Financial and Operating Measures

We measure our business using annual recurring revenue and other 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 report, including actual revenues for the periods disclosed below, 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

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 is a non-GAAP financial measure and 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 Annual Recurring Revenue (“Maintenance ARR”) is a non-GAAP financial measure and 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 Annual Recurring Revenue (“Subscription ARR”) is a non-GAAP financial measure and 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.

Components of Results of Operations

Revenues

We provide our customers with HCM solutions using Oracle PeopleSoft HCM, Oracle PeopleSoft Financials, Sunfish Workplaze HR, 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 service 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 service revenue accounted for approximately 42.5% and 36.0% of our total revenue for the years ended July 31, 2024 and 2025, respectively; and approximately 34.4% and 47.2% for the six months ended January 31, 2025 and 2026, 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 service 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 39.3% and 38.2% of our total revenue for the years ended July 31, 2024 and 2025, respectively; and approximately 36.1% and 22.1% for the six months ended January 31, 2025 and 2026, 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 13.0% and 12.7% of our total revenue for the years ended July 31, 2024 and 2025, respectively; and approximately 12.7% and 25.4% for the six months ended January 31, 2025 and 2026, 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 4.5% and 4.2% of our total revenue for the years ended July 31, 2024 and 2025, respectively; and approximately 8.3% and 4.1% for the six months ended January 31, 2025 and 2026, 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 0.8% and 8.9% of our total revenue for the years ended July 31, 2024 and 2025, respectively; and approximately 8.5% and 1.2% for the six months ended January 31, 2025 and 2026, 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.

Cost of Revenue and Expenses

Cost of revenues are comprised of the following:

In-house employee costs are primarily 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 professional service fees, salaries and employee-related expenses for finance and accounting, legal, human resources, information systems personnel, and rental expenses related to general and administrative functions.

Results of Operations

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

Operations in Malaysia accounted for 98.6% and 97.7% of revenue for the years ended July 31, 2024 and 2025, respectively; and 98.6% and 96.3% for the six months ended January 31, 2025 and 2026, respectively.

Comparison of six months ended January 31, 2025 and 2026

Revenues

Revenue sources are as follows:

Revenues

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, we will offer implementation and maintenance services. Hence, revenues 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. We 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.

Total revenues decreased $503,144, or 29.9%, from $1,682,879 for the six months ended January 31, 2025 to $1,179,735 for the same period of 2026, due principally to the decrease in implementation service revenues and other revenues.

Maintenance service revenues decreased slightly by $22,527, or 3.9%, from $579,709 for the six months ended January 31, 2025 to $557,182 for the same period of 2026. The slight decrease was primarily caused by a lower renewal from existing maintenance services customers and some contracts have scaled down  . We expect the maintenance revenues, especially from Sunfish HR Solution will continue to increase.

Implementation service revenues decreased by $347,672, or 57.2%, from $607,813 for the six months ended January 31, 2025 to $260,141 for the same period of 2026. The decrease was mainly due to fewer new implementation projects secured in Oracle PeopleSoft HCM/Oracle PeopleSoft Financials compared to prior period. We will continue to capitalize on market opportunities and expand our businesses in the following periods.

Revenues generated from SaaS subscription services increased by $86,709, or 40.7%, from $213,261 for the six months ended January 31, 2025 to $299,970 for the same period of 2026. The increase in revenue shows the increasing market demand for cloud solutions. We will continue to focus on increasing SaaS adoption among new and existing clients and expect the business volume to continue with the upward trend with corresponding growth in the revenue in future periods.

Revenue generated from licensing services decreased by $90,892, or 65.3%, from $139,105 for the six months ended January 31, 2025 to $48,213 for the same period of 2026. The decrease was mainly due to a decrease of business volume.

Revenue generated from other services decreased by $128,762, or 90.0%, from $142,991 for the six months ended January 31, 2025 to $14,229 for the same period of 2026. During the six months ended January 31, 2025, there were other revenues generated from sales of hardware infrastructure and on-going maintenance of the device, which we did not occur during the same period of 2026, which resulted in the significant decrease in revenue from other services for the period. With the growing adaptation of AI technology, we anticipate increasing demand from customers who need hardware infrastructure and software integration services.

Cost of Revenues and expenses

Our costs and expenses for the six months ended January, 2025 and 2026 were as follows:

Total cost of revenues and operating expenses increased by $2,812,472, or 206.1%, primarily due to the increase in general and administrative expenses.

Cost of revenues

Cost of revenues has decreased by $197,804, or 18.6% compared with the same period 2025, primarily due to the decrease in third party license cost, the trend of which is consistent with the revenue decreases.

Selling and Marketing

Selling and marketing expenses increased by $4,884, or 68.1% compared with the same period of 2025.

We expect selling and marketing expenses to increase in absolute terms as we continue to invest in our domestic and international marketing activities to expand awareness of our brand and product offerings to attract new and existing customers. 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 in Malaysia, Indonesia, Vietnam and Hong Kong. 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

General and administrative expenses increased by $3,005,392, or 1,017.2% compared with the same period of 2025, which is primarily due to the approximately $1.8 million increase of professional service fees and the $0.8 million of the accrued one-time severance payment to settle the dispute with Mr. Lazar, discussed in Note 6 to the financial statements.

Other expenses, net

Other expenses, net in the six months ended January 31, 2026 increased compared with the same period 2025, which was mainly due to the loss on fair value change of derivative liability of $92,562.

Liquidity and Capital Resources

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 January 31, 2026, we had cash, cash equivalents and restricted cash totaling $4,604,980. We generated a net profit of $209,911 and net cash provided by operating activities of $394,218 for the year ended July 31, 2025. We incurred net loss of $3,092,512 and net cash used in operating activities of $3,966,928 for the six months ended January 31, 2026.

On January 16, 2026, we entered into securities purchase agreement (the “SPA”) and Registration Rights Agreement (the “RRA”) with an institutional investor (the “Buyer”) relating to the issuance and sale of a series of original issue discount senior unsecured convertible notes for up to an aggregate principal amount of $200,000,000 (the “Notes”). The Notes are convertible into our ordinary shares, par value $0.001 per share. On January 16, 2026, we issued and sold to the Buyer a Note in the original principal amount of $1,515,000 (the “Initial Note”), at the maturity on January 16, 2028 unless earlier converted, and received proceeds of $1,192,450 in cash, net of transaction fees. The undrawn capacity remains $198,485,000 under the SPA.

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, 2025 and 2026 were as follows:

Operating Activities

For the six months ended January 31, 2025, cash flow provided by operating activities was primarily generated from accounts receivable billings and improvement of cash collections from customer advances. For the six months ended January 31, 2026, operating cash flows was mainly used in the payment of professional service fees.

Investing Activities

Cash used in investing activities was $113,489 for purchase of computer equipment and office renovation in the six months ended January 31, 2025. For the six months ended January 31, 2026, we primarily obtained cash from the reverse merger of $1,955,450.

Financing Activities

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 and $123,827 payment of deferred offering cost.

For the six months ended January 31, 2026, we primarily generated cash from financing activities of (i) the issuance of 5,500 Series A Preferred Shares in October 2025 for $5,500,000 cash consideration; (ii) issuance of convertible notes for $1,192,450 net cash received; which is partially deducted by (i) $1,071,025 cash payment for the settlement of warrants; and (ii) $252,741 payment for the offering costs for our shares.

Borrowings

Our borrowings consist of a long-term term loan from commercial bank as of January 31, 2026, which will mature on February 2026. Key terms regarding the borrowings are disclosed under Note 7 to the unaudited condensed consolidated financial statements.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with U.S. 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 to the unaudited condensed 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.

Fair value of embedded derivative

On January 16, 2026, we issued and sold to an institutional investor a convertible note in the original principal amount of $1,515,000, of which the conversion feature was bifurcated as a separate unit of liability account (a “derivative liability”) and measured at fair value as it is not clearly and closely related to the debt host contract based on our evaluation. The fair value of the derivative liability was determined using binomial model that require judgments, key assumptions of which included discount rate, risk-free rate, dividend yield and volatility. The fair value was determined by management with the assistance of an independent third-party valuation specialist.

Revenue Recognition

We generally recognize revenue from the sale of services as the services are performed, which is typically ratably over the term of a contract, which we believe to be the best measure of progress. We recognize revenues as we satisfy performance obligations to our customers in an amount reflecting the total consideration we expects to receive from the customer.

Identification of Performance Obligations

Our 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 each professional service as a single 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.

Income Taxes

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.

We did not accrue any liability, interest or penalties related to uncertain tax positions in our provision for income taxes for the years ended July 31, 2024 and 2025 and for the six months ended January 31, 2025 and 2026, respectively. We do not expect that our 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.

Recent Accounting Pronouncements

See Note 2 to the unaudited condensed consolidated financial statements for a full description of recent accounting pronouncements.

BLACK TITAN CORPORATION

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

BLACK TITAN CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

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

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BLACK TITAN CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

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

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BLACK TITAN CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

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

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BLACK TITAN CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

(a) Organization

Black Titan Corporation (formerly known as BSKE Limited) (the “Company”, with its subsidiaries collectively as the “Group”) was incorporated under the laws of the Cayman Islands on July 11, 2024. The Company was formed for the purpose of effecting a merger among Titan Pharmaceuticals Inc. (“TTNP”), and TalenTec Sdn Bhd (“TalenTec”, formerly known as KE Sdn. Bhd. “KE Sdn Bhd”) through a series of transactions pursuant to the definitive agreement entered into on August 19, 2024. As a result of the transactions, TTNP and TalenTec are surviving entities and have become wholly owned subsidiaries of the Company, with the Company serving as a public-listed company whose shares shall be traded on Nasdaq.

TTNP is incorporated in Delaware and prior to the Merger, TTNP had substantially divested its operating assets and was pursuing strategic alternatives.

TalenTec is a private limited company incorporated and domiciled in Malaysia, which is principally engaged in software implementation and training.

Keda Pte. Ltd. (“KEDAS”), which is 100% owned by TalenTec, was incorporated in Singapore. KEDAS is principally engaged in software services.

TalenTec and KEDAS provide Human Capital Management (HCM) technology consulting services to help client organizations streamline business operations, increase employee productivity and improve employee engagement.

(b) Reverse recapitalization

On October 1, 2025 (the “Closing Date”), the Company consummated the acquisition of all the issued and outstanding shares of TTNP and TalenTec in accordance with the terms of the Merger Agreement in two steps (the “Merger”):

TTNP Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of TTNP, merged with and into TTNP. Merger Sub ceased to exist and TTNP became the surviving corporation and a direct wholly owned subsidiary of the Company. Each issued and outstanding share of common stock of TTNP was exchanged for one ordinary share of the Company. Trading of TTNP’s common stock on the Nasdaq Capital Market ceased at the close of business on October 1, 2025, and the Company’s ordinary shares commenced trading on Nasdaq on October 2, 2025 under the ticker symbol “BTTC”.

In accordance with the terms of the Share Exchange Agreement, immediately following the effectiveness of the merger, each TalenTec shareholder contributed and exchanged all of its shares in TalenTec for the Company’s ordinary shares (“Black Titan Ordinary Shares”). As a result of the share exchange, TalenTec became a direct wholly owned subsidiary of the Company. Pursuant to the terms of the Share Exchange Agreement, each TalenTec shareholder contributed all of such it shares in TalenTec to the Company, and, in exchange, the Company issued to the TalenTec’s shareholders, for each share contributed, 8.524 newly-issued Black Titan Ordinary Shares. Upon the execution of the Merger, a total of 7,210,800 Black Titan Ordinary Shares were issued in the aggregate.

TalenTec was determined to be the accounting acquirer given it effectively controlled the combined entity after the transaction. The transaction is not a business combination because the Company upon its merger with TTNP (as the accounting acquiree) was not a business. The transaction is accounted for as a reverse recapitalization, which is equivalent to the issuance of shares by TalenTec for the net liabilities of the Company upon its merger with TTNP, accompanied by a recapitalization. As TalenTec is determined as the accounting acquirer, the historical financial statements of TalenTec became the Company’s historical financial statements, with retrospective adjustments to give effect of the reverse recapitalization.

The unaudited condensed consolidated statements of changes in shareholders’ equity for the six months ended January 31, 2025 were also adjusted retrospectively to reflect these changes.

At the completion of the reverse recapitalization, the combined net liabilities of BTTC and TTNP acquired by TalenTec were in the amount of US$608,450 as shown below.

(a) Basis of presentation

The accompanying unaudited and condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting. Certain information and footnote disclosures normally included in financial statements prepared in conformity with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these statements should be read in conjunction with the Group’s audited consolidated financial statements for the year ended July 31, 2025. These accounting policies are consistent with those disclosed in the Group’s audited consolidated financial statements for the year ended July 31, 2025. Only policies relevant to material new transactions in the current interim period, or where there has been a change, are described below.

The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments, which are necessary for a fair presentation of financial results for the interim periods presented. The Group believes that the disclosures are adequate to make the information presented not misleading. The accompanying unaudited condensed consolidated financial statements have been prepared using the same accounting policies as used in the preparation of the TalenTec’s consolidated financial statements for the year ended July 31, 2025 (included in the Company’s F-1/A filing to the SEC on May 12, 2026). The results of operations for the six months ended January 31, 2026 are not necessarily indicative of the results for the full year.

(b) Principles of consolidation

The basis of consolidation is unchanged from the Group’s audited consolidated financial statements for the year ended July 31, 2025. Consolidation includes TTNP, TalenTec and KEDAS from October 1, 2025, the date of the reverse recapitalization.

(c) Use of estimates

Preparation of these financial statements requires management estimates that affect reported amounts. Significant estimates include allowances for expected credit losses, fair value of the bifurcated embedded derivative liability of the Group’s convertible notes issued and estimates for useful lives and impairment of long-lived assets.

(d) Foreign currency translation and transaction

The reporting currency is the U.S. dollar. The functional currency of the Company and TTNP is U.S. dollar; TalenTec and KEDAS use Malaysian Ringgit and Singapore Dollar, respectively. Translation methodology is unchanged from the audited consolidated financial statements for the year ended July 31, 2025. Loss from foreign currency transactions for the six months ended January 31, 2025 and 2026 was US$18,151 and US$1,767, respectively.

The following table outlines the currency exchange rates that were used in creating the unaudited condensed consolidated financial statements:

(e) Accounting policies for accounts receivable, net, property and equipment, impairment of long-lived assets, and leases

Accounting policies for accounts receivable, net, property and equipment, impairment of long-lived assets, and leases are unchanged from the audited consolidated financial statements for the year ended July 31, 2025.

For the Group’s property and equipment, the depreciation rates are as follows:

For the six months ended January 31, 2025 and 2026, there was no impairment of long-lived assets.

(f) Fair value measurement

Fair value is measured under ASC 820 using a three-level hierarchy. Level 3 is used for the fair value of the bifurcated conversion feature of the convertible note (see Note 8). Carrying amounts of cash, restricted cash, receivables, payables and accrued expenses approximate fair value due to short maturities. There were no transfers between levels during the periods presented.

(g) Convertible notes

The Group evaluates its convertible note to determine if the contract or embedded component of the contract qualifies as derivatives to be separately accounted for in accordance with ASC 480, “Distinguish by Liabilities from Equity”, and ASC 815, “Derivatives and Hedging”. The Group has evaluated whether the conversion feature of the Initial Note (Note 8) is considered an embedded derivative instrument subject to bifurcation. Based on the Group’s evaluation, the conversion feature is required to be bifurcated as a separate unit of liability account and measured at fair value as it is not clearly and closely related to the debt host contract. The fair value of the bifurcated conversion feature was US$1,063,079 as of January 31, 2026 and was recorded as a non-current derivative liability in the unaudited condensed consolidated balance sheet. Changes in fair value of the derivative liability are recognized in the changes in the fair value of financial instruments in the unaudited condensed consolidated statement of operations. The host of Initial Note was measured at amortized cost using the effective interest method.

(h) Revenue recognition

The Group’s revenue streams comprise maintenance services, implementation services, SaaS subscriptions, software licenses and other support services. Maintenance, implementation, SaaS and other support services are recognized over time as services are performed. Software license revenue is recognized at the point in time the license is made available.

The following table disaggregates the Group’s revenue for the six months ended January 31, 2025 and 2026:

The following table presents revenue classified by timing of revenue recognition for the six months ended January 31, 2025 and 2026:

(i) General and administrative expenses

General and administrative expenses mainly consist of (i) professional service fees, (ii) salaries and other personnel-related costs, and (iii) rental and depreciation related to general and administrative personnel.

(j) Earning per share

Basic earning per share is computed by dividing net income attributable to ordinary shareholders, taking into consideration the deemed dividends to preferred shareholders, by the weighted average number of ordinary shares outstanding during the year using the two-class method. Under the two-class method, net income is allocated between ordinary shares and other participating securities based on their participating rights. Shares issuable for little to no consideration upon the satisfaction of certain conditions are considered as outstanding shares and included in the computation of basic earnings per share as of the date that all necessary conditions have been satisfied. Net income is not allocated to other participating securities if, based on their contractual terms, they are not obligated to share the losses. The Company’s preferred shares are participating securities for the rights to dividends in the same form as that actually paid on ordinary shares. There was no allocation of losses to the preferred shares for the six months ended January 31, 2026 as preferred shareholders do not have contractual obligations to share in losses, and the net loss for the period was allocated entirely to the ordinary shares.

Diluted earning per share is calculated by dividing net income attributable to ordinary shareholders, as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the year. Ordinary equivalent shares consist of ordinary shares issuable upon the conversion of the preferred shares, using the if-converted method, and shares issuable upon the exercise of share options using the treasury stock method. Ordinary equivalent shares are not included in the denominator of the diluted earning per share calculation when inclusion of such share would be anti-dilutive.

The weighted-average number of ordinary shares outstanding used in computing earnings per ordinary share (basic and diluted) for the six months ended January 31, 2025 has been retrospectively adjusted from TalenTec’s historical weighted-average of 580,000 shares to 4,943,920 ordinary shares to reflect the application of the 8.524:1 exchange ratio in the reverse recapitalization. The earnings per share before and after the retrospective adjustment are as follows:

(k) Segment reporting

The Group operates as one reportable segment. The CODM is the Chief Executive Officer, who reviews consolidated net income to allocate resources and assess performance. As a single-segment public entity, the Group has adopted ASU 2023-07; expanded segment information is not separately presented because it is the same as the consolidated information in these financial statements. The Group’s long-lived assets are substantially located in Malaysia.

Significant segment expenses regularly provided to the CODM are cost of revenues, selling and marketing expenses, general and administrative expenses, and share-based compensation, as presented in the condensed consolidated statements of operations.

(l) Share-based payment

Equity-classified share-based payment awards to non-employees for services are measured at grant-date fair value based on the quoted market price of the Company’s ordinary shares and recognized over the requisite service period.

(m) Recent accounting pronouncements not yet adopted

The Group is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies.

In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this update intend to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, selling, general and administrative expenses, and research and development). ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The Group is currently evaluating the impact from the adoption of this ASU on its consolidated financial statements.

On July 2025, the FASB issued ASU 2025-05, which amends ASC 326-20 to provide a practical expedient (for all entities) and an accounting policy election (for all entities, other than public business entities, that elect the practical expedient) related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. The Board developed the new guidance in conjunction with the Private Company Council to address concerns from stakeholders that estimating expected credit losses can be costly and complex for such transactions. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. Entities should apply the new guidance prospectively. The Group expects the adoption on this ASU will not have a material effect on the Group’s consolidated financial statements.

Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have a material impact on the consolidated financial position, statements of operations and comprehensive income (loss) and cash flows.

Accounts receivable, net consisted of the following:

Movement of allowance for credit loss was as follows: