SecProbe.io

January 23, 2025
Adeel Rouf
Chief Executive Officer and President
Titan Acquisition Corp
131 Concord Street
Brooklyn, NY 11201
Re:Titan Acquisition Corp
Amendment No. 3 to
Draft Registration Statement on Form S-1
Submitted January 3, 2025
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. Unless we note otherwise, any references to prior comments are to comments in
our December 23, 2024, letter.
Amendment No. 3 to Draft Registration Statement on Form S-1 submitted January 3, 2025
Cover Page
We note your response to prior comment 2 and your disclosure in paragraph 16 with
respect to how 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 15
and 115 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 1.

January 23, 2025
Page 2
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.
2.We note your response to prior comment 3 and reissue in part. 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. See Item 1602(a)(5) of Regulation S-K.
The Offering
Ability to extend time to complete initial business combination, page 30
3.We note your response to prior comment 7 and reissue in part. Please expand your
disclosure to address the consequences to the sponsor of not completing an extension
of this time period. See Item 1602(b)(4) of Regulation S-K.
Dilution, page 95
4.We note your response to prior comment 11 and we are unable to locate your
revisions. As such, we reissue prior comment 11. Please expand your disclosure on
page 95 to narratively describe each material potential source of future dilution not
included in the table. Your revisions should address, but not be limited to, a
discussion of the anti-dilution provisions in the Class B ordinary shares and potential
ordinary shares to be issued to shareholders of a potential business combination target
as consideration. Please also expand your narrative disclosure on page 38 to discuss
the anti-dilution provisions in the Class B ordinary shares. Reference is made to Item
1602(c) of Regulation S-K.
Proposed Business, page 105
5.We note your response to prior comment 12. We are unable to locate your revisions in
response to this comment and reissue. 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 interests, as required by Item 1603(a)(7) of Regulation
S-K. Please also revise your disclosure on page 134 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.
            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.