OpenPayd Lists at $881m. All the Cash Is Contingent.

Titan Acquisition Corp filed an 8-K on 27 August 2026 attaching the investor presentation for its proposed business combination with OpenPayd, the London-based embedded finance and payments infrastructure company. The deck values the combined company at a pro forma enterprise value of $881.2m and anticipates a Nasdaq listing by calendar Q4 2026.

The presentation is unusually specific about where growth is coming from, and the answer is stablecoins. It is also specific, in its footnotes, about what is not yet secured.

What the company reports

OpenPayd's fiscal year ends 30 April. On the deck's figures, revenue went from $19m in FY23 to $39m, $57m and $73m in FY26, a compound rate the company puts at 57 per cent. Transaction volume rose from $22bn to $176bn over the same period, transactions from 5m to 30m, and clients from 302 to 1,131. Gross profit in FY26 was $55m on a 76 per cent margin, and EBITDA was $13m at 17 per cent, against an $8m loss in FY23. The company says it has taken no external capital.

More recent operating figures are given as of 31 July 2026: over $300bn in annualised transaction volume, more than 37m annualised transactions, over 1,200 corporate clients, and more than $96m of annual recurring revenue. The forecast for FY27 is $93m of revenue, of which $22m was already actual in Q1, and $16m of EBITDA at a 17 per cent margin after $4.1m of one-off costs.

The growth is stablecoin growth

The most useful page in the deck breaks the quarterly increase into four parts. Banking-as-a-service revenue in the first quarter rose from $13.16m in FY26 to $19.06m in FY27, an increase of $5.90m or 45 per cent.

Selling more to existing fiat customers produced $3.44m of that, or 58 per cent. Stablecoin orchestration sold to existing customers produced $1.54m, or 26 per cent, growing from $0.08m to $1.62m. New customers added $0.55m of fiat and $0.37m of stablecoin business.

Elsewhere the deck says stablecoin orchestration scaled from $0.08m to $1.99m and contributed a third of all growth. Those two stablecoin figures, $1.62m and $1.99m, are three pages apart and look inconsistent. They are not. The $1.62m is stablecoin revenue from existing customers; adding the $0.37m from new customers gives $1.99m. Growth of $1.91m against a total increase of $5.90m is 32.4 per cent, which is the third the company claims. Stablecoin is also $0.37m of the $0.92m earned from customers onboarded this year, or 40.2 per cent, matching the deck's claim of 40 per cent of new-client revenue.

The base was tiny, and the company says so: stablecoin revenue was immaterial in the comparison quarter, so the 21-fold multiple is off $0.08m. But on the company's own decomposition, roughly a third of a quarter's growth at a business doing $19m a quarter now comes from a line that did not meaningfully exist a year ago.

The cash

The transaction is all-stock. Sources and uses each total $1,176.0m, but $800m of that is OpenPayd shareholders rolling over 100 per cent of their existing equity, which is not new money on either side of the table.

Strip the rollover out and the cash in the deal is $376m: $276m held in the SPAC's trust and a $100m PIPE. It funds $346m to the balance sheet and $30m of transaction expenses, which balances exactly.

Both cash sources carry a caveat the deck states itself. Assumption 3 says the PIPE "has yet to be raised and is not committed". Assumption 5 says the trust figure is "subject to change depending on actual trust interest and redemptions". This is how SPAC structures ordinarily work and the disclosure is properly made. The point for a reader is arithmetic rather than editorial: the $346m of cash that is meant to fund the company's stated $150m deployment plan is conditional on a PIPE that has not been raised and on redemptions staying low, and the $881.2m enterprise value is struck on those assumptions at a $10.00 issue price.

ARR is not revenue

The deck quotes ARR of more than $96m as of July 2026 and a forecast ARR of $107m for FY27. Neither is revenue. FY26 revenue was $73m and FY27 forecast revenue is $93m, both lower than the ARR figures quoted alongside them, because ARR annualises a point-in-time run rate while revenue sums twelve months of a growing base.

The company is explicit that this is a non-IFRS measure: "There is no IFRS measure comparable to ARR, so the Company has not reconciled ARR in this presentation to any IFRS measure." Anyone quoting $96m or $107m should not put it beside a revenue multiple.

One further disclosure is worth noting because it cuts against the company. Figures are converted from euro at 1.19 for FY23 to FY25 and at 1.16 for FY26. The deck states that applying 1.16 consistently would give a revenue CAGR of about 58 per cent rather than the 57 per cent shown, so the headline growth rate is marginally understated by the mixed rate rather than flattered by it.

What we could not verify

Everything above is taken from the filed presentation. HaiPay did not audit or independently verify any of the financial figures, and the deck itself notes that FY23 to FY26 results are unaudited in the non-IFRS reconciliation table. FY27 is a management forecast.

The transaction is proposed, not completed. The deck states that the agreements are under negotiation and subject to change, that consummation is subject to customary closing conditions, and that there can be no assurance the combination will be consummated on the terms described. We did not obtain the definitive agreement, which is not yet filed.

We also did not verify the market sizing the deck cites, which is sourced to McKinsey, Juniper, Worldpay, FXC Intelligence and Visa across different years, nor the comparable transaction values given for Bridge and BVNK.

What to watch

Three things. Whether the $100m PIPE is raised and announced, because it is the single largest uncommitted item. The redemption level when it is disclosed, because it determines how much of the $276m trust actually arrives. And the next quarter's stablecoin line, because a third of growth coming from a line that started at $0.08m is either the beginning of a second engine, as the company argues, or a small base flattering a single quarter. One more quarter of data will distinguish the two.