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January 3, 2025

VIA
EDGAR

United
States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100
F Street, NE

Washington, DC 20549

    Re:
    Titan
                                    Acquisition Corp.

    Amendment No. 2 to

    Draft Registration Statement
    on Form S-1

    Submitted November 5,
    2024

    CIK No. 0002009183

Ladies
and Gentlemen:

On
behalf of our client, Titan Acquisition Corp. (the “Company”), we are writing to submit the Company’s responses
to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities
and Exchange Commission (the “Commission”) set forth in its letter, dated December 23, 2024, relating to the Company’s
Amendment No. 2 to Draft Registration Statement on Form S-1, confidentially submitted to the Commission on November 5, 2024.

The
Company is concurrently filing via EDGAR Registration Statement on Form S-1 (the “Form S-1”), which reflects the Company’s
responses to the comments received by the Staff and certain updated information.

We
have set forth below the comments in the Staff’s letter, in bold, and the Company’s responses thereto.

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.

Response:
The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on the cover page to
address the Staff’s comment.

    2.
    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 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.

Response:
The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on the cover page  and pages 15 and 115 to
address the Staff’s comment.

    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.

Response:
The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on the cover page to
address the Staff’s comment.

    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.

Response:
The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on the cover page to
address the Staff’s comment.

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.

Response:
The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on page 11 to address
the Staff’s comment.

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.

Response:
The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on pages 14 and 115
to address the Staff’s comment.

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.

Response:
The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on page 30 to address
the Staff’s comment.

Permitted
purchases of public shares and public warrants by our affiliates, page 26

    8.
    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 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.

Response: The
Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on page 23 and 33 to
address the Staff’s comment.

    2

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.

Response:
The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on page 91 to address
the Staff’s comment.

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.

Response:
The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on page 95 to address
the Staff’s comment.

 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.

Response:
The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on page 95 to address
the Staff’s comment.

Proposed
Business, page 98

    12.
    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 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.

Response:
The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on page 103 to address
the Staff’s comment.

    3

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.

Response:
The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on page 113 to address
the Staff’s comment.

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.

Response:
The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on page 135 to address
the Staff’s comment.

Notes
to Financial Statements

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.

Response:
The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on pages F-11, F-26, and F-41 to address
the Staff’s comment.

*
* * * * * *

If
you have any questions, please feel free to contact me at (713) 651-2678. Thank you for your cooperation and prompt attention to this
matter.

    Sincerely,

    /s/
    Michael J. Blankenship

    Michael J. Blankenship

    4