SecProbe.io

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 March 17, 2025

Adeel Rouf
Chief Executive Officer and President
Titan Acquisition Corp
131 Concord Street
Brooklyn, NY 11201

 Re: Titan Acquisition Corp
 Registration Statement on Form S-1
 Filed March 10, 2025
 File No. 333-285659
Dear Adeel Rouf:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
The Offering
Ability to extend time to complete initial business combination, page 31

1. We note your response to prior comment 3 and reissue. 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.
Management, page 134

2. We note your response to prior comment 5. Please also revise to disclose
the amount
 of 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.
 March 17, 2025
Page 2
Report of Independent Registered Public Accounting Firm, page F-2

3. We note the signature of WithumSmith+Brown, PC has been omitted from
their audit
 report. Please provide a signed audit report in the next amendment.
Please refer to
 Rule 2-02 of Regulation S-X.
Exhibit 10.2, page II-6

4. We note that clause 2 of the letter agreement states: "The Sponsor and
each Insider
 agrees with the Company that if the Company seeks shareholder approval
of a
 proposed Business Combination, then in connection with such proposed
Business
 Combination, it, he or she shall (i) vote any Ordinary Shares owned by
it, him or her
 in favor of any proposed Business Combination." However, we note your
disclosure
 on the cover page and elsewhere carves out "public shares such parties
may purchase
 in compliance with the requirements of Rule 14e-5 under the Exchange
Act." Please
 advise or revise as appropriate.
Part II. Information not Required in Prospectus
Exhibit Index
Exhibit 5.2, page II-6

5. Please request Cayman counsel to revise its opinion in Exhibit
 5.2 to remove inappropriate assumptions. In this regard, for example, we
note
 paragraphs 2.1, 2.2, 2.6, and 2.11 of Part 2. Refer to Section II.B.3.a
of Staff Legal
 Bulletin No. 19.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 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.
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