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 May 8, 2025

Dato' Seow Gim Shen
Chief Executive Officer
Black Titan Corporation
2nd Floor Harbour Centre
159 Mary Street
George Town, Grand Cayman KY1-9006
Cayman Islands

 Re: Black Titan Corporation
 Amendment No. 2 to Draft Registration Statement on Form F-4
 Submitted April 24, 2025
 CIK No. 0002034400
Dear Dato' Seow Gim Shen:

 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 February 28, 2025 letter.

Amendment No. 2 to Draft Registration Statement on Form F-4 submitted on April
24, 2025
Unaudited pro forma condensed combined financial information, page 76

1. Please address the following comments related to your unaudited pro
forma
 condensed combined financial information.
 The age of the pro forma financial information is based on the age
of financial
 statements requirement applicable to the registrant. Since you are a
foreign private
 issuer, the age of the pro forma information may be determined by
reference to
 Item 8 of Form 20-F.
 May 8, 2025
Page 2

 We noted your disclosure that 5(B) derived from the audited
statement of
 operations and comprehensive PubCo for the year ended July 31, 2024.
However,
 the net loss presents on the face of pro forma schedule is not equal
to the net loss
 on page F-24. Please ensure that amounts presented are consistent.
In addition,
 please ensure your footnote references on page 81 are consistent
with your
 footnotes on page 82.
 We note your disclosure that historical statement of operations of
TTNP for
 the twelve months ended September 30, 2024, which derived by
subtracting the
 financial result for the nine months ended September 30, 2023 from
the combined
 financial results for the nine months ended September 30, 2024 and
the fiscal year
 ended December 31, 2023. However, we cannot reconcile the net loss
in amount
 of $5,846 for twelve months ended September 30, 2024. Please ensure
that
 information is accurate.
2. Please revise your disclosure "pro forma financial statements to give
effect to pro
 forma events that are (1) directly attributable to the transaction, (2)
factually
 supportable, and (3) with respect to the pro forma statements of
operations, expected
 to have a continuing impact on the results of the Combined Company" to be
 consistent with Rule 11-02(a)(6) of Regulation S-X.
TalenTec Sdn. Bhd.
Other income, page F-48

3. We note your response to comment 4. Please tell us the nature of your
exchange gain,
 net. Reconcile these amounts to the foreign exchange gains (loss)
presented on your
 page 47 and page F-36.

 Please contact Becky Chow at 202-551-6524 or Stephen Krikorian at
202-551-3488 if
you have questions regarding comments on the financial statements and related
matters. Please contact Jeff Kauten at 202-551-3447 or Jan Woo at 202-551-3453
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Tahra Wright
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