OpenPayd is targeting the end of 2026 to close its merger with Titan Acquisition Corp. and move its shares onto Nasdaq under the ticker OP. The deal could value the stablecoin payments infrastructure firm at up to $1.145 billion and sets up a U.S. customer launch by April 2027.
The firm expects its business combination with Titan Acquisition Corp. to close before the end of the year, CEO Iana Dimitrova said, barring a major external disruption. If the deal closes, the combined company would trade on Nasdaq under the ticker OP.
Merger terms still need multiple approvals
OpenPayd and Titan signed their definitive combination agreement on June 1, and the deal would give the combined company an implied pro forma equity value of up to $1.145 billion. The structure is a SPAC combination rather than a traditional IPO: Titan merges into a new OpenPayd parent company, and that parent acquires OpenPayd Holdings.
Under the original terms, OpenPayd shareholders would receive shares based on an $800 million value, and Titan's trust could provide up to approximately $276 million in gross proceeds if public shareholders do not redeem their shares before closing. An August investor presentation modeled a separate scenario combining that $276 million with a potential $100 million PIPE for a pro forma equity value of $1.245 billion, but the filing stated the PIPE has yet to be raised and is not committed. The transaction still requires Titan shareholder approval, SEC registration effectiveness, Nasdaq listing approval and at least $130 million in aggregate transaction proceeds.
U.S. expansion rests on 43 state licenses
Dimitrova said OpenPayd intends to begin serving U.S. customers by April 2027, using capital from the public-market transaction to fund expansion and possible acquisitions. The company completed a key licensing step in September, confirming that MSB USA Inc. had been integrated into its group after regulatory approvals, bringing 43 state money transmitter licenses under OpenPayd.
Revenue climbed ahead of the listing
OpenPayd reported fiscal 2026 revenue of $72.7 million, rounded to $73 million, up from $56.6 million in fiscal 2025. Gross profit reached $54.9 million, while EBITDA came to $12.5 million, commonly rounded to $13 million, and the company posted a $2.8 million net loss after $5.8 million in transaction costs tied to the proposed combination.
Annual recurring revenue had exceeded $96 million by July 31, and annualized transaction volume had passed $300 billion across more than 1,200 clients. Quarterly stablecoin orchestration revenue grew from $80,000 to $1.99 million over 12 months, accounting for roughly one-third of OpenPayd's first-quarter fiscal 2027 growth. For fiscal 2027, management forecasts $93 million in revenue and $16 million in EBITDA, though the company's SEC-filed materials caution the projections are forward-looking and have not been audited.
Titan's quarterly report states the agreement can be terminated if the transaction has not closed by Dec. 31, 2026, and the parties have not announced a confirmed first trading date for OP shares.
Source: crypto.news
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