TACH merger with OpenPayd
OpenPayd is a real, profitable, revenue-generating embedded-finance and Banking-as-a-Service platform - NOT a pre-revenue story (United Kingdom)Revenue $57M (FY2025A (FYE 30-Apr-2025)) as reported.
Expected close, as filed: Q4 2026.
Announced 1 June 2026.
F-4 Amdt 1 (Aug 4)
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
Effective equity counts every claim on the post-close company at $10.00 — rollover, public shares, the founder promote and the PIPE. The headline counts only the target.
- Min-cash condition
- $130M
- Sponsor promote
- 20%
- Pro-forma shares
- 114.5M
- Exchange ratio
Each Titan ordinary share converts 1:1 into one PubCo ordinary share (public shareholders may elect redemption instead); each Titan public/private warrant converts 1:1 into a PubCo warrant. OpenPayd shareholders receive their pro rata portion of PubCo ordinary shares with an aggregate value (based on the Titan Class A redemption price) equal to $800,000,000 less the Company Advisor Transaction Fee Amount.more ▾less ▴
No PIPE executed at signing. Titan and PubCo 'plan to enter into Subscription Agreements with certain investors (the PIPE Investors)' before Closing; Titan must use reasonable best efforts to procuremore ▾less ▴
Sponsor-side earnout only. 50% of the Sponsor's Titan Class B ordinary shares (after the Transferred Shares reduction) become Purchaser Earnout Shares subject to vesting/forfeiture over a five-year term: half vest at a $11.50 share price for 20 of any 30 consecutive trading days, half at $13.00 on the same test. 50% of the PubCo shares the Sponsor receives in the Merger carry the same conditions. Sponsor also transfers 1,035,000 PubCo ordinary shares and 1,216,508 PubCo private warrants to the Key Company Shareholder.more ▾less ▴
during the period commencing from the Share Acquisition Closing until six months after the Share Acquisition Closing (the “ Lock-Up Periodmore ▾less ▴
immediately prior to the Merger Effective Time, an aggregate of 50% of the Purchaser Class B Ordinary Shares held by the Sponsor (after reduction for any Purchaser Class B Ordinary Shares that represent the Transferred Shares (as defined below)), together with its direct and indirect investors and other investors, will be made subject to vesting and forfeiture (the “ Purchaser Earnout Shares ”) in accordance with the following terms: (1) 50% of such Purchaser Earnout Shares will become fully vested if, at any time after such date through the date that is the fifth anniversary of such date (the “ Purchaser Earnout Shares Vesting Term ”), the Stock Price Level of the Purchaser Class A Ordinary Shares is greater than or equal to $11.50 per Purchaser Class A Ordinary Share for 20 trading days within any 30 consecutive trading day period during the Purchaser Earnout Shares Vesting Term, and (2) the remaining 50% of such Purchaser Earnout Shares will become fully vested if, at any time during the Purchaser Earnout Shares Vesting Term, the Stock Price Level of the Purchaser Class A Ordinary Shares is greater than or equal to $13.00 per Purchasermore ▾less ▴
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: OpenPayd
from 425The business actually being bought — described from SEC primary filings, with projections labelled as projections.
OpenPayd is a real, profitable, revenue-generating embedded-finance and Banking-as-a-Service platform - NOT a pre-revenue story. It sells a single API that gives enterprise businesses multi-currency accounts, named virtual IBANs, domestic and cross-border payments, FX, treasury and stablecoin on/off-ramp and trading, across domestic rails in 70+ countries. Its UK regulated operations run through SettleGo Solutions Limited, an FCA-authorised Electronic Money Institution, and it holds further licences/registrations in the EEA (Malta EMI), Canada (RPAA), South Africa and 44 US money transmitter licences. Audited IFRS revenue was EUR 47.53m for the year ended 30 April 2025 (+46% YoY) with a profit for the year of EUR 3.95m, and EUR 29.04m for the six months to 31 October 2025 (+39%). Two things a reader must understand: (1) roughly a fifth of FY2025 revenue - EUR 9.80m - was INTEREST INCOME ON CLIENT BALANCES, i.e. rate-dependent float income rather than transaction monetisation; and (2) the company's headline '$240B+ annualized transaction volume' is TPV, not revenue, and is ~4,000x the revenue figure. The company has raised no external capital to date and is controlled by founder Dr Ozan Ozerk.
Founded 2018.
A reported actual.
A reported actual.
OpenPayd — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
vs 5 listed peersA price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what OpenPayd actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
Priced above its listed peers
The deal values OpenPayd at $1.13bn, or 19.8× the FY2025A (FYE 30-Apr-2025) actual revenue it actually reported. That is 9.9× what the market pays for its closest listed peers (median 2×) — an expensive price. It is priced above 100% of them.
Post-dilution equity + target net debt.
FY2025A (FYE 30-Apr-2025) — a reported actual.
19.8× FY2025A (FYE 30-Apr-2025) actual revenue. Put another way: $1 of its annual sales is being bought for $19.80.
$1 of their sales costs $2.00 on the open market. Median of 5 listed companies we judged a true comparable, which individually run from 0.78× to 2.7×. Their share prices are from 15 August 2026, not today.
Its peers trade at 14.02× on the same measure.
What qualifies this number
- Struck on the post-dilution value of $1.15bn, not the announced $800M — new shares handed to the sponsor, warrant holders and the PIPE are part of what public buyers are really paying.
- The target's cash is filed but its debt is not, so this enterprise value is a lower bound, too low by whatever debt the company carries.
- WISE.L, WU, EWBC, CPAY, BOH, CUBI, TCBI, V, MCBS, FITB, BAC have no revenue to divide by, so they are shown but left out of the peer median.
- CRCL, RELY shown for context only — not close enough to move the median.
The 18 listed companies it is measured against, and why
- PAYO2× revenue
Payoneer is the closest model match: cross-border multi-currency accounts for B2B/SMB clients where a large slice of revenue is interest earned on customer balances - the same float-plus-transaction revenue structure as OpenPayd, where interest on client balances was 20.6% of FY2025 revenue. Roughly 20x OpenPayd's revenue, so a model peer rather than a scale peer.
- EEFT0.78× revenue
Direct comp: Transaction & Payment Services; mid-cap ($3.2bn); shares border, money, transaction, payments, cross, currency with the target's own description; forward EV/Sales 0.6x.
- WISE.Lno revenue multiple
Wise runs the same combination of multi-currency accounts, FX margin and interest income on customer balances across cross-border rails, and like OpenPayd built its own licensed infrastructure rather than renting a bank. LSE-listed and far larger, but the revenue mechanics are the nearest analogue in public markets.
- WUno revenue multiple
Direct comp: Transaction & Payment Services; mid-cap ($2.9bn); shares money, cross, border, currency, payments, countries with the target's own description; forward EV/Sales 1.0x.
- DLO2.54× revenue
dLocal is an API-first cross-border payments and payouts platform selling to enterprises through a single integration, with a licence-heavy emerging-markets footprint directly analogous to OpenPayd's 70+ country domestic rails. Named as a comparable in the ERShares fairness opinion in the F-4/A.
- MQ1.51× revenue
Marqeta is the listed embedded-finance/BaaS API pure play - the exact category OpenPayd markets itself in - selling programmable money movement to platforms rather than end consumers. Named as a comparable in the ERShares fairness opinion in the F-4/A.
- EWBCno revenue multiple
Operational comp: Banks (NEC); large-cap ($15.5bn); shares banking, finance, treasury, rate, domestic, interest with the target's own description; forward EV/Sales 6.0x.
- FLYW2.7× revenue
Flywire is a cross-border B2B payments platform with a similar vertical-by-vertical enterprise sales motion and a comparable sub-$1bn revenue base, making it one of the better scale-adjacent reads. Named as a comparable in the ERShares fairness opinion in the F-4/A.
- CPAYno revenue multiple
Operational comp: Transaction & Payment Services; large-cap ($21.1bn); shares payments, border, cross, domestic, virtual, accounts with the target's own description; forward EV/Sales 6.5x.
- CRCL5.67× revenuecontext only — left out of the median
Circle is the reference listed name for the stablecoin half of OpenPayd's pitch (mint/burn, on/off ramp, yield on reserves) and was selected by ERShares as a comparable, but Circle is a stablecoin ISSUER earning reserve income rather than a payments infrastructure provider, so the read-across is partial.
- BOHno revenue multiple
Operational comp: Corporate Banks; mid-cap ($2.7bn); shares banking, currency, treasury, rate, client, interest with the target's own description; forward EV/Sales 4.4x.
- RELY2.64× revenuecontext only — left out of the median
Remitly shares the cross-border money-movement rails and licensing burden but is a consumer remittance business rather than a B2B embedded-finance API, so customer economics and take rates are not comparable.
- CUBIno revenue multiple
Operational comp: Banks (NEC); mid-cap ($2.5bn); shares finance, banking, payments, client, treasury, real with the target's own description; forward EV/Sales 6.2x.
- TCBIno revenue multiple
Operational comp: Corporate Banks; mid-cap ($4.0bn); shares banking, money, interest, accounts, finance, treasury with the target's own description; forward EV/Sales 1.4x.
- Vno revenue multiple
Operational comp: Transaction & Payment Services; mega-cap ($654.6bn); shares transaction, institution, payments, money, banking, than with the target's own description; forward EV/Sales 15.1x.
- MCBSno revenue multiple
Operational comp: Banks (NEC); small-cap ($765m); shares money, balances, banking, accounts, electronic, single with the target's own description; forward EV/Sales 5.7x.
- FITBno revenue multiple
Operational comp: Corporate Banks; large-cap ($31.0bn); shares fifth, banking, profit, not, service, businesses with the target's own description; forward EV/Sales 5.6x.
- BACno revenue multiple
Operational comp: Banks (NEC); mega-cap ($396.7bn); shares banking, currency, income, trading, treasury, capital with the target's own description; forward EV/Sales 7.9x.
Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.
Earnout — the contingent shares
Shares that only vest if targets are hit. They are excluded from the effective value above because they are not equity today — but they are dilution waiting on success.
Sponsor-side earnout only. 50% of the Sponsor's Titan Class B ordinary shares (after the Transferred Shares reduction) become Purchaser Earnout Shares subject to vesting/forfeiture over a five-year term: half vest at a $11.50 share price for 20 of any 30 consecutive trading days, half at $13.00 on the same test. 50% of the PubCo shares the Sponsor receives in the Merger carry the same conditions. Sponsor also transfers 1,035,000 PubCo ordinary shares and 1,216,508 PubCo private warrants to the Key Company Shareholder.
Set against the actuals: reported revenue stands at $57M (FY2025A (FYE 30-Apr-2025)).
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.