SecProbe.io

December 23, 2024
Adeel Rouf
Chief Executive Officer and President
Titan Acquisition Corp
131 Concord Street
Brooklyn, NY 11201
Re:Titan Acquisition Corp
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted November 25, 2024
CIK No. 0002009183
Dear Adeel Rouf:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form S-1 submitted November 26,
2024
Cover Page
1.Preceding the dilution table, please provide a cross-reference, highlighted by
prominent type or in another manner, to the locations of related disclosures in the
prospectus. See Item 1602(a)(4) of Regulation S-K.
Please revise your cover page to provide all of the disclosure required by Item
1602(a)(3) of Regulation S-K and please describe the extent to which compensation
and the issuance of securities may result in a material dilution of the purchasers’
equity interests. Further, we note your disclosure in paragraph 11 with respect to how 2.

December 23, 2024
Page 2
the anti-dilution adjustment may result in material dilution. Please also
address whether the exercise of the private warrants on a cashless basis and the
conversion of the working capital loans into units may result in a material dilution of
the purchasers' equity interests. Please similarly revise your disclosure on pages 11
and 106 outside the table to clearly state that the conversion of the warrants on a
cashless basis may result in material dilution. Additionally, please specifically revise
to address the 6,325,000 shares purchased by the founders and the nominal price paid
for these shares. Please refer to Items 1602(a)(3), 1602(b)(6), and 1603(a)(6) of
Regulation S-K.
3.Please revise your disclosure to clearly state that there may be actual or potential
material conflicts of interest between the sponsor, its affiliates, or promoters; and
purchasers in the offering. Please also provide cross- references to include cross-
references to all related disclosures in the prospectus and ensure that such cross-
references are highlighted by prominent type. See Item 1602(a)(5) of Regulation S-K.
4.We note that possibly 15 institutional investors may purchase shares in your public
offering. Please disclose whether such purchases could impact your ability to list on
the NASDAQ Global Market and provide risk factor disclosure as appropriate.
Summary, page 1
5.Please revise the appropriate section of your Summary to disclose that your ability to
identify and evaluate a target company may be impacted by significant competition
among other SPACs in pursuing a business combination transaction candidate and
that significant competition may impact the attractiveness of the acquisition terms that
you will be able to negotiate. In this regard, we note your disclosure on page 47 that
there are numerous other entities seeking targets with which you will compete.
Initial Business Combination, page 8
6.We note your disclosure on page 32 that you may pay a finder’s fee, advisory fee,
consulting fee or success fee. Please revise your tables on pages 10 and 105 to reflect
these fees. Please also ensure that your cover page reflects these fees. Please refer to
Items 1602(a)(3), 1602(b)(6), and 1603(a)(6) of Regulation S-K.  Further, we note
that you intend to pay fees to an advisor. Please identify the advisor and, in an
appropriate section, please disclose the services to be provided by the advisor.
The Offering
Ability to extend time to complete initial business combination, page 25
7.We note your disclosure that shareholders may vote to extend the time that you have
to complete an initial business combination. Please also disclose whether there are any
limitations on extensions, including the number of times you may seek to extend. Also
disclose the consequences to the sponsor of not completing an extension of this time
period. See Item 1602(b)(4) of Regulation S-K.
Permitted purchases of public shares and public warrants by our affiliates, page 26
We note that you may purchase shares to effect the initial business combination and
we note that, pursuant to the letter agreement, your sponsor, officers and directors 8.

December 23, 2024
Page 3
have agreed to vote their shares in favor of the initial business combination. Please
revise your disclosure to clarify how you will comply with Rule 14e-5. Please also
refer to Tender Offer Rules and Schedules Compliance and Disclosure Interpretation
166.01 for guidance.
Use of Proceeds, page 84
9.We note your statement in footnote 5 that you have assumed the cost for the office
and administrative support for only 12 months. Please explain the calculation for the
amount, because we note your disclosure indicates that you will reimburse your
sponsor $10,000 per month for use of office space and for administrative support.
Dilution, page 88
10.We refer you to your dilution table here, on the cover page, and on pages 33-34.
Please address the following:
•We note your dilution is presented in quartile intervals based on 100% of the
offering, rather than based on percentages of your maximum redemption
threshold. Refer to Item 1602(a)(4) of Regulation S-K. Please revise here and
elsewhere.
•Please ensure your column headers are correctly labeled.
•It appears the amounts paid for redemptions in the maximum redemptions
columns are assuming a $10.05 redemption value per share but your other
intervals are assuming a $10.00 redemption value per share. Please reconcile or
revise.
•It appears that the amounts used in your maximum redemptions columns are
intended to arrive at a $5,000,001 positive net book value. However, it appears
that the amounts used resulted in a negative net book value of $5,000,001. Please
revise or advise.
•The above bullet point not withstanding, it appears the amounts presented as the
amounts paid for redemptions in the maximum redemptions columns on page 89
(i.e., $220,000,000 and $253,000,000) are inconsistent with the amounts used on
page 34 (i.e., $217,257,401 and $248,501,801). Please revise for consistency.
•Please revise to remove the last paragraph on page 89, or tell us how such
disclosure is applicable to your dilution disclosures.
11.Please expand your disclosure on page 88 to narratively describe each material
potential source of future dilution not included in the table. Your revisions should
address, but not be limited to, anti-dilution provisions in the Class B ordinary shares
and ordinary shares to be issued to shareholders of a potential business combination
target as consideration. Please also expand your narrative disclosure on page 33 to
address the anti-dilution provisions in the Class B ordinary shares. Reference is made
to Item 1602(c) of Regulation S-K.
Proposed Business, page 98
Please revise to specifically identify all of the persons who have a direct or indirect
material interest in the SPAC sponsor, as well as the nature and amount of their 12.

December 23, 2024
Page 4
interests, as required by Item 1603(a)(7) of Regulation S-K. Please also revise your
disclosure on page 128 to discuss the membership interests in the sponsor that your
independent directors will receive for their services as a director. See Item 402(r)(3)
of Regulation S-K.
Sourcing of Potential Initial Business Combination Targets, page 103
13.We note your disclosure regarding the agreement with your sponsor, directors and
officers not to transfer your shares prior to the business combination. Please disclose
if there are any circumstances or arrangements under which your sponsor, its
affiliates, and promoters, directly or indirectly, have transferred or could transfer
ownership of securities of the SPAC, or that have resulted or could result in the
surrender or cancellation of such securities. To the extent your sponsor could remove
itself as your sponsor through the transfer of securities prior to the initial business
combination, please add risk factor disclosure to address the risks associated with
such removal. If there are no circumstances under which this could occur, please so
state. Please refer to Item 1603(a)(6) of Regulation S-K.
Previous SPAC Experience, page 126
14.For each prior SPAC, please disclose whether an entity was able to complete the
business combination within the original completion window or whether there have
been any extensions of time to complete the transaction or if they have not yet
completed a combination, whether there have been extensions. Please include
disclosure regarding the number of times each has sought to extend and amount of
time you have extended the completion window by to complete a transaction. See
Item 1603(a)(3) of Regulation S-K.
Notes to Financial Statement
Note 4. Private Placement, page F-11
15.We note your response to prior comment 3 and your revisions to your Note 7. We
refer you to your continued disclosure in Note 4 on pages F-11, F-26, and F-41, which
states “The Private Placement Warrants will be non-redeemable for cash and
exercisable on a cashless basis so long as they are held by the Sponsor or its permitted
transferees.” Please revise to remove this disclosure from Note 4, or advise.
            Please contact Kellie Kim at 202-551-3129 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please contact Stacie Gorman at 202-551-3585 or Jeffrey Gabor at 202-551-2544
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Michael J. Blankenship, Esq.