SecProbe.io

CORRESP
 1
 filename1.htm

 April
4, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention: Stacie Gorman and Jeffrey Gabor

 Re: Titan
Acquisition Corp.

 Registration
Statement on Form S-1

 Filed
March 10, 2025, as amended

 File
No. 333-285659

 Dear
Ms. Gorman and Mr. Gabor:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the "Act"), the undersigned hereby joins in the request of Titan
Acquisition Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become
effective at 4:30 p.m. Eastern Time on April 8, 2025, or as soon thereafter as practicable.

 Pursuant
to Rule 460 of the General Rules and Regulations under the Act, the undersigned wishes to advise you that there will be distributed to
each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed
form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

 *
* *

 [ Signature
Page Follows ]

 Very truly yours,

 CANTOR FITZGERALD & CO.

 By :
 /s/
 David Batalion

 Name:
 David
 Batalion

 Title:
 Managing
 Director, Investment Banking

 [ Signature Page to UW Acceleration Request ]

CORRESP
 1
 filename1.htm

 TITAN
ACQUISITION CORP

 131
Concord Street

 Brooklyn,
New York

 11201

 April
4, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Real Estate & Construction

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention: Stacie Gorman and Jeffrey Gabor

 RE: Titan
Acquisition Corp

 Registration
Statement on Form S-1, as amended

 Filed
on March 10, 2025

 File
No. 333-285659

 Dear Ms. Gorman and Mr. Gabor,

 Pursuant
to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, Titan Acquisition Corp respectfully
requests that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective
at 4:30 p.m. Washington D.C. time on April 8, 2025, or as soon thereafter as practicable.

 Please
call Michael Blankenship of Winston & Strawn LLP at (713) 651-2678 to provide notice of the effectiveness of the Registration Statement.

 [ Signature
Page Follows ]

 Very truly yours,

 Titan Acquisition Corp

 By:
 /s/
 Adeel Rouf

 Name:
 Adeel
 Rouf

 Tite:
 Chief
 Financial Officer

 cc:
 Michael
 Blankenship, Winston & Strawn LLP

CORRESP
 1
 filename1.htm

 March
19, 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.

 Registration Statement
 on Form S-1

 Filed March 10, 2025

 File No. 333-285659

 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 March 17, 2025, relating to the Company's
Registration Statement on Form S-1, filed with the Commission on March 10, 2025.

 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.

 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.

 Response :
 The Company acknowledges the Staff's comment and advises the Staff that it has revised its disclosure on page 32 to
address the Staff's comment.

 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.

 Response :
 The Company acknowledges the Staff's comment and advises the Staff that it has revised its disclosure on pages 6, 114 and 140 to
address the Staff's comment.

 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.

 Response :
 The Company acknowledges the Staff's comment and advises the Staff that it has revised its disclosure on page F-2
to address the Staff's comment.

 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.

 Response :
 The Company acknowledges the Staff's comment
and advises the Staff that it has revised the letter agreement, currently filed as Exhibit 10.1, address the Staff's comment.

 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.

 Response :
 The Company acknowledges the Staff's comment and advises the Staff
that its Cayman counsel has revised its opinion, filed as Exhibit 5.2, 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

 2

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

March 7, 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. 3 to

    Draft Registration Statement
    on Form S-1

    Submitted January 3, 2025

    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 January 23, 2025, relating to the Company’s
Amendment No. 3 to Draft Registration Statement on Form S-1, confidentially submitted to the Commission on January 3, 2025.

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. 3 to Draft Registration Statement on Form S-1 submitted January 3, 2025

Cover
Page

    1.
    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 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 16 and 117 to address the Staff’s comment.

    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.

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.

    1

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.

Response:
The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on the page 31 to address
the Staff’s comment.

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.

Response:
The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on page 96 to address
the Staff’s comment.

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.

Response:
The Company acknowledges the Staff’s comment and advises the Staff that it inadvertently referenced an incorrect page in the
previous response letter. The Company advises the Staff that it revised its disclosure on pages 138 and 139 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

    2

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.

CORRESP
1
filename1.htm

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

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.

CORRESP
1
filename1.htm

November 25, 2024

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. 1 to

Draft Registration Statement on Form
S-1

Submitted March 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 March 19, 2024, relating to the Company’s Amendment No. 1 to Draft Registration Statement on Form
S-1, confidentially submitted to the Commission on March 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. 1 to Draft Registration Statement
on Form S-1

Risk Factors

If our initial business combination involves
a company organized under the laws of a state of the United States . . . , page 32

 1. We note your response to prior comment 4. In light of your statement that the imposition of the excise
tax could "reduce the amount of cash available to pay redemptions," please clarify whether the proceeds placed in the trust
account and the interest earned thereon will be used to pay for the excise tax if such a tax were to be imposed on you. In this regard,
we note your disclosure on the cover page that the proceeds placed in the trust account and the interest earned thereon "shall not
be used to pay for possible excise tax."

Response: The Company acknowledges
the Staff’s comment and advises the Staff that it has revised its disclosure on page 42 to address the Staff’s comment.

If we are deemed to be an unregistered investment
company . . . , page 39

 2. We note your revisions made in response to prior comment 5. As requested in the comment, please also
add that that if you are required to wind down your operations as a result of being deemed to be an investment company, investors will
lose any price appreciation in the combined company.

Response: The Company acknowledges
the Staff’s comment and advises the Staff that it has revised its disclosure on pages 50 and 51 to address the Staff’s comment.

Notes to Financial Statement

Note 7. Shareholder’s Equity

Warrants, page F-14

 3. We note your response to prior comment 11. According to your disclosure on page F-11, “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.” This provision may potentially adjust the settlement amount, based on the characteristics of the warrant
holder. Accordingly, please tell us how you determined this settlement provision was within the criteria of ASC 815- 40-15-7E and provide
us with your analysis.

Response: The Company acknowledges the
Staff’s comment and advises the Staff that it has revised its disclosure page F-13 to address the Staff’s comment. Private
warrants contain the same settlement provisions as public warrants i.e. Private warrants do not contain any provisions that change the
settlement depending on the holder of the warrants. The Private Placement Warrants are identical to the Public Warrants except that Private
Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable,
assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

* * * * * * *

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

United States securities and exchange commission logo
March 19, 2024
Adeel Rouf
Chief Executive Officer and President
Titan Acquisition Corp
c/o Winston & Strawn LLP
800 Capitol St., STE 2400
Houston, TX 77002
Re:Titan Acquisition Corp
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted March 5, 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. Unless we note otherwise, any references to prior comments are to comments in our
February 29, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted March 5, 2024
Risk Factors
If our initial business combination involves a company organized under the laws of a state of the
United States . . . , page 32
1.We note your response to prior comment 4. In light of your statement that the imposition
of the excise tax could "reduce the amount of cash available to pay redemptions," please
clarify whether the proceeds placed in the trust account and the interest earned thereon
will be used to pay for the excise tax if such a tax were to be imposed on you. In this

 FirstName LastNameAdeel Rouf
 Comapany NameTitan Acquisition Corp
 March 19, 2024 Page 2
 FirstName LastName
Adeel Rouf
Titan Acquisition Corp
March 19, 2024
Page 2
regard, we note your disclosure on the cover page that the proceeds placed in the trust
account and the interest earned thereon "shall not be used to pay for possible excise tax."
If we are deemed to be an unregistered investment company . . . , page 39
2.We note your revisions made in response to prior comment 5. As requested in the
comment, please also add that that if you are required to wind down your operations as a
result of being deemed to be an investment company, investors will lose any price
appreciation in the combined company.
Notes to Financial Statements
Note 7. Shareholder's Equity
Warrants, page F-14
3.We note your response to prior comment 11. According to your disclosure on page F-
11, “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.” This
provision may potentially adjust the settlement amount, based on the characteristics of the
warrant holder. Accordingly, please tell us how you determined this settlement provision
was within the criteria of ASC 815- 40-15-7E and provide us with your analysis.
            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 Kibum Park at 202-551-6836 or Pam Long at 202-551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Michael J. Blankenship, Esq.

CORRESP
1
filename1.htm

March 5, 2024

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.

Draft Registration Statement on Form
S-1

Submitted February 2, 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 February 29, 2024, relating to the Company’s Draft Registration Statement on Form S-1 confidentially
submitted to the Commission on February 2, 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.

Draft Registration Statement on Form S-1

Cover Page

    1.
    Please clearly disclose on the cover page, if true, that only the Class B ordinary shares will be entitled to vote to continue your company in a jurisdiction outside of the Cayman Islands and that as holders of Class A ordinary shares, public shareholders will not have the right to appoint directors until after the completion of your initial business combination.

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

Transfer restrictions on founder shares, page
14

    2.
    We note disclosure in the Underwriting section on page 158 that initial shareholders may transfer shares before the one year period after the business combination has elapsed if the share price equals or excess $12.00 per share for a period of time. Please also include this disclosure on page 14.

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

Manner of conducting redemptions, page 19

    3.
    We note that public shareholders may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. Please revise to clarify whether they will have the opportunity to redeem if they abstain from voting.

Response: The Company acknowledges
the Staff’s comment and advises the Staff that it has revised its disclosure on pages 20, 98, 106, 126 and F-8 to address the Staff’s
comment.

If our initial business combination involves
a company organized under the laws of a state of the United States . . . , page 32

    4.
    Disclosure in this risk factor indicates that if the 1% excise tax is imposed as a result of redemptions in connection with the initial business combination, this could reduce the amount of cash available to pay redemptions. This appears to contrast with disclosure on your cover page stating that the proceeds placed in the trust account and interest thereon will not be used to pay for possible excise tax. Please reconcile these disclosures.

Response: The Company acknowledges
the Staff’s comment and advises the Staff that it has revised its disclosure on page 32 to address the Staff’s comment.

Risk Factors

If we are deemed to be an investment company
under the Investment Company Act . . ., page 39

    5.

    We note that you will invest the proceeds of
    the trust account in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities.
    Please clearly disclose the risk that you may be considered to be operating as an unregistered investment company. Disclose that if you
    are found to be operating as an unregistered investment company, you may be required to change your operations, wind down your operations,
    or register as an investment company under the Investment Company Act. Also include disclosure with respect to the consequences to investors
    if you are required to wind down your operations as a result of this status, such as the losses of the investment opportunity in a target
    company, any price appreciation in the combined company, and any warrants, which would expire worthless. Moreover, please confirm that
    if your facts and circumstances change over time, you will update your disclosure to reflect how those changes impact the risk that you
    may be considered to be operating as

    an unregistered investment company. Please
    include in your risk factor the risk of the excise tax applying to redemptions in connection with extensions.

Response: The Company acknowledges
the Staff’s comment and advises the Staff that it has revised its disclosure on pages 39 and 40 to address the Staff’s comment.

Past performance by our management team…,
page 54

    6.
    We note that in the course of their respective careers, members of your management team have been "involved in businesses and deals that were unsuccessful." Please clarify whether members of your management team have been involved in other special purpose acquisition companies that were not successful in completing a business combination during their completion wind-down.

Response: The Company acknowledges
the Staff’s comment and confirms that no members of the management team have been involved in special purpose acquisition companies
that were not successful in completing a business combination during its completion wind-down.

      2

We may not be able to complete an initial business
combination..., page 64

    7.
    We note your disclosure regarding CFIUS. If your sponsor or any officer or director is, is controlled by, or has substantial ties with a non-U.S. person, please disclose this in this risk factor.

Response: The Company acknowledges
the Staff’s comment and confirms that no officer or director is, is controlled by, or has substantial ties with a non-U.S. person

Management

Officers, Directors and Directors Nominees,
page 111

    8.
    Please revise to provide all of the information required Item 401(e) of Regulation S-K. For example, revise to clarify the business experience of Adeel Rouf during the past five years, including the dates and duration of employment. include footnotes 5 and 7 in the Use of Proceeds table.

Response: The Company acknowledges
the Staff’s comment and advises the Staff that it has revised its disclosure on pages 76 and 111 to address the Staff’s comment.

Report of Independent Registered Public Accounting,
page F-2

    9.

    Please include a signed audit report in your
    next amendment. Refer to Rule 2-02 of

    Regulation S-X.

Response:  The Company has included
a signed audit report, please see page F-2.

Notes to Financial Statement

Note 1. Description of Organization, Business
Operations, and Going Concern, page F-7

    10.
    We note your statement on page 2 that the sponsor of the Registrant is a Delaware limited liability company. On page F-7 in Note 1, the sponsor is described as a Cayman Islands limited liability company. Please revise or advise.

Response: The Company acknowledges
the Staff’s comment and advises the Staff that it has revised its disclosure on page F-7 to address the Staff’s comment.

Note 7. Shareholder’s Equity

Warrants, page F-14

    11.
    We note your disclosure that you have determined the classification of the private and public warrants will be equity. Please provide us with your analysis under ASC 815-40 to support your accounting treatment for these warrants. As part of your analysis, please address whether there are any terms or provisions in the warrant agreement that provide for potential changes to the settlement amounts that are dependent upon the characteristics of the holder of the warrant, and if so, how you analyzed those provisions in accordance with the guidance in ASC 815-40. Your response should address, but not be limited to, your disclosure that "the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants."

Response:  The Company will account
for the warrants to be issued in connection with the Proposed Public Offering and the Private Placement in accordance with the guidance
contained in ASC 815-40. Both Private Placement and Public Warrants are classified as equity because the warrants are indexed to the Company’s
own stock as discussed in ASC 815-40-15-7, thus meeting criteria for equity classification listed under ASC 815-40-25-10. The Private
Placement Warrants are identical to the Public Warrants underlying the Units sold in the Proposed Public Offering, except that the Private
Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable,
assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. In addition,
Private warrants contain the same settlement provisions as public warrants i.e. Private warrants do not contain any provisions that change
the settlement depending on the holder of the warrants.

      3

    12.
    We note the fourth bullet in the disclosure related to the redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 states "the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above." This disclosure appears to contradict your disclosure elsewhere regarding the non-redemption feature of the private warrants so long as they are held by the initial purchasers or their permitted transferees. Please revise your disclosure as appropriate.

Response: The Company acknowledges
the Staff’s comment and advises the Staff that it has revised its disclosure page F-15 to address the Staff’s comment.

General

    13.
    We note that in connection with any vote for a proposed business combination, your initial shareholders have agreed to vote their founder shares and "any public shares purchased during or after this offering" in favor of the initial business combination. Please explain how such purchases would comply with the requirements of Rule 14e-5 under the Exchange Act. 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 pages 96 and 97 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

United States securities and exchange commission logo
February 29, 2024
Adeel Rouf
Chief Executive Officer and President
Titan Acquisition Corp
c/o Winston & Strawn LLP
800 Capitol St., STE 2400
Houston, TX 77002
Re:Titan Acquisition Corp
Draft Registration Statement on Form S-1
Submitted February 2, 2024
CIK No. 0002009183
Dear Adeel Rouf:
            We have reviewed your 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.
Draft Registration Statement on Form S-1 submitted February 2, 2024
Cover page
1.Please clearly disclose on the cover page, if true, that only the Class B ordinary shares will
be entitled to vote to continue your company in a jurisdiction outside of the Cayman
Islands and that as holders of Class A ordinary shares, public shareholders will not have
the right to appoint directors until after the completion of your initial business
combination.
Summary
Transfer restrictions on founder shares, page 14
2.We note disclosure in the Underwriting section on page 158 that initial shareholders may
transfer shares before the one year period after the business combination has elapsed if the
share price equals or exceeds $12.00 per share for a period of time. Please also include

 FirstName LastNameAdeel Rouf
 Comapany NameTitan Acquisition Corp
 February 29, 2024 Page 2
 FirstName LastNameAdeel Rouf
Titan Acquisition Corp
February 29, 2024
Page 2
this disclosure on page 14.
Manner of conducting redemptions, page 19
3.We note that public shareholders may elect to redeem their public shares irrespective of
whether they vote for or against the proposed transaction. Please revise to clarify whether
they will have the opportunity to redeem if they abstain from voting.
If our initial business combination involves a company organized under the laws of a state of the
United States . . . , page 32
4.Disclosure in this risk factor indicates that if the 1% excise tax is imposed as a result of
redemptions in connection with the initial business combination, this could reduce the
amount of cash available to pay redemptions. This appears to contrast with disclosure on
your cover page stating that the proceeds placed in the trust account and interest thereon
will not be used to pay for possible excise tax. Please reconcile these disclosures.
Risk Factors
If we are deemed to be an investment company under the Investment Company Act . . ., page 39
5.We note that you will invest the proceeds of the trust account in short-term U.S.
government treasury obligations or in money market funds invested exclusively in such
securities. Please clearly disclose the risk that you may be considered to be operating as an
unregistered investment company. Disclose that if you are found to be operating as an
unregistered investment company, you may be required to change your operations, wind
down your operations, or register as an investment company under the Investment
Company Act. Also include disclosure with respect to the consequences to investors if
you are required to wind down your operations as a result of this status, such as the losses
of the investment opportunity in a target company, any price appreciation in the combined
company, and any warrants, which would expire worthless. Moreover, please confirm that
if your facts and circumstances change over time, you will update your disclosure to
reflect how those changes impact the risk that you may be considered to be operating as
an unregistered investment company.
Past performance by our management team..., page 54
6.We note that in the course of their respective careers, members of your management team
have been "involved in businesses and deals that were unsuccessful." Please clarify
whether members of your management team have been involved in other special purpose
acquisition companies that were not successful in completing a business combination
during their completion windown.
We may not be able to complete an initial business combination..., page 64
7.We note your disclosure regarding CFIUS. If your sponsor or any officer or director is, is
controlled by, or has substantial ties with a non-U.S. person, please disclose this in this

 FirstName LastNameAdeel Rouf
 Comapany NameTitan Acquisition Corp
 February 29, 2024 Page 3
 FirstName LastName
Adeel Rouf
Titan Acquisition Corp
February 29, 2024
Page 3
risk factor.
Management
Officers, Directors and Director Nominees, page 111
8.Please revise to provide all of the information required by Item 401(e) of Regulation S-K.
For example, revise to clarify the business experience of Adeel Rouf during the past five
years, including the dates and duration of employment.
Report of Independent Registered Public Accounting Firm, page F-2
9.Please include a signed audit report in your next amendment. Refer to Rule 2-02 of
Regulation S-X.
Notes to Financial Statements
Note 1. Description of Organization, Business Operations, and Going Concern, page F-7
10.We note your statement on page 2 that the sponsor of the Registrant is a Delaware limited
liability company. On page F-7 in Note 1, the sponsor is described as a Cayman Islands
limited liability company. Please revise or advise.
Note 7. Shareholder's Equity
Warrants, page F-14
11.We note your disclosure that you have determined the classification of the private and
public warrants will be equity. Please provide us with your analysis under ASC 815-40 to
support your accounting treatment for these warrants. As part of your analysis, please
address whether there are any terms or provisions in the warrant agreement that provide
for potential changes to the settlement amounts that are dependent upon the characteristics
of the holder of the warrant, and if so, how you analyzed those provisions in accordance
with the guidance in ASC 815-40. Your response should address, but not be limited to,
your disclosure that "the Private Placement Warrants will be non-redeemable so long as
they are held by the initial purchasers or such purchasers’ permitted transferees. If the
Private Placement Warrants are held by someone other than the Initial Shareholders or
their permitted transferees, the Private Placement Warrants will be redeemable by the
Company and exercisable by such holders on the same basis as the Public Warrants."
12.We note the fourth bullet in the disclosure related to the redemption of warrants when the
price per Class A ordinary share equals or exceeds $10.00 states "the Private Placement
Warrants must also concurrently be called for redemption on the same terms as the
outstanding Public Warrants, as described above." This disclosure appears to contradict
your disclosure elsewhere regarding the non-redemption feature of the private warrants so
long as they are held by the initial purchasers or their permitted transferees. Please revise
your disclosure as appropriate.

 FirstName LastNameAdeel Rouf
 Comapany NameTitan Acquisition Corp
 February 29, 2024 Page 4
 FirstName LastName
Adeel Rouf
Titan Acquisition Corp
February 29, 2024
Page 4
General
13.We note that in connection with any vote for a proposed business combination, your initial
shareholders have agreed to vote their founder shares and "any public shares purchased
during or after this offering" in favor of the initial business combination. Please explain
how such purchases would comply with the requirements of Rule 14e-5 under the
Exchange Act. Refer to Tender Offer Rules and Schedules Compliance and Disclosure
Interpretation 166.01 for guidance.
            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 Kibum Park at 202-551-6836 or Pam Long at 202-551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Michael J. Blankenship, Esq.