OpenPayd has targeted completion of its Titan Acquisition Corp. merger by the end of 2026 as the stablecoin payments infrastructure firm prepares for a Nasdaq listing and a U.S. customer launch in 2027.
Summary
- OpenPayd expects its Titan merger to close by year-end, followed by Nasdaq trading under OP.
- The transaction could value OpenPayd at up to $1.145 billion on a pro-forma equity basis.
- OpenPayd plans to launch U.S. services by April 2027 with 43 state money transmitter licenses.
- Revenue reached $73 million in fiscal 2026, while EBITDA totaled $13 million, company filings show.
- The proposed deal still requires Titan shareholder approval, SEC effectiveness, Nasdaq approval and minimum proceeds.
OpenPayd’s latest disclosures show the proposed business combination remains subject to several closing conditions, including Titan shareholder approval, effectiveness of the SEC registration statement, Nasdaq listing approval and at least $130 million in aggregate transaction proceeds.
CEO Iana Dimitrova said the company expects the transaction to close before year-end, barring a major external disruption. If completed, the combined company is expected to trade on Nasdaq under the ticker OP.
OpenPayd expects its Nasdaq deal to close this year
OpenPayd and Titan signed their definitive business combination agreement on June 1. OpenPayd announced at the time that the transaction would give the combined company an implied pro forma equity value of up to $1.145 billion.
The structure is a SPAC business combination, not a traditional initial public offering. Titan will merge into a newly created OpenPayd parent company, while that parent will acquire OpenPayd Holdings. OpenPayd would then operate as a wholly owned subsidiary of the Nasdaq-listed parent.
Under the original terms, OpenPayd shareholders would receive shares based on an $800 million value. Titan’s trust could provide up to approximately $276 million in gross proceeds if public shareholders do not redeem their shares before closing.
An August investor presentation filed with the SEC showed another funding scenario. It modeled $276 million from Titan’s trust and a potential $100 million PIPE, producing a modeled pro forma equity value of $1.245 billion. The presentation stated clearly that the $100 million PIPE “has yet to be raised and is not committed.”
For that reason, the $1.245 billion scenario is not a confirmed transaction valuation or guaranteed fundraising amount. The previously announced deal terms describe equity value of up to $1.145 billion without treating the potential PIPE as committed capital.
OpenPayd is preparing to launch in the U.S. by April 2027
Dimitrova said OpenPayd intends to begin serving U.S. customers by April 2027, with capital from the public-market transaction expected to support expansion and possible acquisitions.
The company completed a major licensing step in September. OpenPayd confirmed on Sept. 2 that MSB USA Inc. had been integrated into its group after regulatory approvals, bringing 43 state money transmitter licenses under OpenPayd.
The licenses provide regulated money-transmission access across much of the U.S. OpenPayd said MSB USA would remain operational as the company works toward integrating its services with OpenPayd’s existing infrastructure.
As crypto.news reported, the transaction did not automatically make OpenPayd operational in every U.S. state, and the company had not announced a firm customer-launch date at the time of the September licensing update. The latest target now places that launch by April 2027.
Dimitrova said OpenPayd is interested in acquisitions that could provide extra licenses or technology. The company is weighing purchases where acquiring an existing capability could speed entry into a market.
A public listing could give OpenPayd both fresh capital and listed shares that could be used in acquisitions. Dimitrova said the company is considering a private placement before the Titan transaction closes, though no completed financing has been announced.
Stablecoin services are becoming a larger part of OpenPayd
OpenPayd provides accounts, foreign exchange, domestic and international payments, and infrastructure connecting traditional currencies with stablecoins. Its customers include Kraken, B2C2 and OKX.
Stablecoin services have grown inside the business. The SEC-filed August investor presentation said quarterly stablecoin orchestration revenue increased from $80,000 to $1.99 million over 12 months and accounted for roughly one-third of OpenPayd’s first-quarter fiscal 2027 growth.
The company previously partnered with Circle to connect fiat payment infrastructure with USDC. As crypto.news reported, the arrangement lets OpenPayd customers move between conventional currencies and USDC through a single infrastructure layer.
OpenPayd has since joined the Fireblocks Network for Payments. Circle’s payment network and Fireblocks infrastructure are being used by financial companies for stablecoin settlement and local-currency payouts across multiple markets.
Its regulatory footprint in Europe expanded in June when OpenPayd received authorization under the European Union’s Markets in Crypto-Assets framework. In related coverage, the authorization covers services including stablecoin conversion, transfers and related crypto infrastructure across the European Economic Area.
OpenPayd later provided USDC settlement infrastructure to payments company Decta for internal treasury transfers. Crypto.news reported that the arrangement uses OpenPayd to convert company funds into USDC for international settlement without adding stablecoins to Decta’s customer-facing products.
OpenPayd revenue reached $73 million before the listing
OpenPayd reported fiscal 2026 revenue of $72.7 million, rounded to $73 million, for the year ended April 30. Revenue had been $56.6 million in fiscal 2025, according to the company’s SEC-filed investor presentation.
Gross profit reached $54.9 million, while EBITDA came to $12.5 million, commonly rounded to $13 million. OpenPayd reported a $2.8 million net loss for the year after recording $5.8 million in transaction costs connected with the proposed business combination.
The presentation said annual recurring revenue had exceeded $96 million by July 31, while annualized transaction volume had passed $300 billion. OpenPayd said it served more than 1,200 clients at the time.
For fiscal 2027, management forecasts $93 million in revenue and $16 million in EBITDA. OpenPayd’s SEC-filed materials caution that forecasts are forward-looking, have not been audited for purposes of the projections and can differ materially from actual results.
Titan shareholders still need to approve the OpenPayd deal
OpenPayd filed its initial Form F-4 registration statement with the SEC in June and later filed an amended version. The registration materials contain the preliminary proxy statement and prospectus for the transaction.
Titan cannot complete the merger until the registration statement becomes effective and shareholders approve the transaction. Nasdaq must approve the new securities for listing, while the deal requires at least $130 million in aggregate transaction proceeds.
Titan shareholders can redeem their shares before the merger instead of remaining investors in the combined company. Redemptions can reduce the cash available from Titan’s trust, meaning the maximum trust proceeds are not guaranteed.
The parties have not announced a confirmed first trading date for OP shares. Titan’s SEC-filed quarterly report states that the business combination agreement can be terminated under certain circumstances if the transaction has not closed by Dec. 31, 2026.
