OpenPayd, the UK-based payments infrastructure firm that bridges traditional currencies and stablecoins, expects to complete its merger with Titan Acquisition Corp and begin trading on Nasdaq by the end of 2026, chief executive Iana Dimitrova told CoinDesk on October 4. She said the SEC review of the deal has entered its final phase and that, barring any major external disruption, the transaction should close within the year. The company will trade under the ticker OP at a pro-forma equity value of up to $1.145 billion.
The confirmation narrows the timeline on a deal signed June 1, when OpenPayd and Titan, a Nasdaq-listed special purpose acquisition company focused on fintech, entered a definitive business combination agreement. Both boards approved unanimously. Closing still depends on Titan shareholder approval, effectiveness of the SEC registration statement, Nasdaq listing approval and at least $130 million in aggregate transaction proceeds.
A SPAC deal, not an IPO
Structurally the deal is a SPAC business combination rather than a traditional initial public offering. Titan will merge into a newly created OpenPayd parent company, which will then acquire OpenPayd Holdings, leaving the operating business as a wholly owned subsidiary of the Nasdaq-listed parent. Under the original terms, OpenPayd shareholders receive shares based on an $800 million company value, and Titan’s trust can add up to roughly $276 million in gross proceeds if public shareholders do not redeem before closing.
An August investor presentation filed with the SEC modeled another scenario: $276 million from the trust plus a potential $100 million private placement, producing a pro-forma equity value of $1.245 billion. The filing states plainly that the PIPE has yet to be raised and is not committed, so the $1.145 billion figure remains the confirmed headline number. Redemption risk matters too. Titan shareholders can walk with cash before closing, and every redemption shrinks what the combined company actually takes in, which is why the $130 million minimum proceeds condition exists at all.
The agreement can be terminated if the merger has not closed by December 31, 2026, per Titan’s quarterly filing. That deadline is now the clock the whole deal runs on, and Dimitrova’s comment signals the parties believe SEC review will clear in time. F-4 approvals at this stage usually take weeks rather than months, which supports her year-end call.
Numbers behind the listing
OpenPayd reported fiscal 2026 revenue of $72.7 million for the year ended April 30, up from $56.6 million in fiscal 2025, according to its SEC-filed presentation. Gross profit reached $54.9 million and EBITDA $12.5 million, with a $2.8 million net loss after $5.8 million in deal-related transaction costs. Management forecasts $93 million in revenue and $16 million in EBITDA for fiscal 2027. Annual recurring revenue had passed $96 million by July 31 and annualized transaction volume has topped $300 billion, with more than 1,200 clients including Kraken, B2C2 and OKX.
| OpenPayd metric | FY2025 | FY2026 | FY2027 forecast |
|---|---|---|---|
| Revenue | $56.6M | $72.7M | $93M |
| Gross profit | n/a | $54.9M | n/a |
| EBITDA | n/a | $12.5M | $16M |
| Net result | n/a | -$2.8M | n/a |
Stablecoins are the fastest-moving line inside those numbers. Quarterly stablecoin orchestration revenue grew from $80,000 to $1.99 million over twelve months and accounted for roughly a third of OpenPayd’s first-quarter fiscal 2027 growth. The company has partnered with Circle to connect fiat rails and USDC, joined the Fireblocks Network for payments, provided USDC settlement infrastructure to payments firm Decta for treasury transfers, and in June received authorization under the EU’s MiCA framework covering stablecoin conversion and transfers across the European Economic Area.
Dimitrova has also pointed at agent payments, machine-to-machine transactions where software agents pay for services, as a growth direction the listing would accelerate. Payments for agentic workloads need compliant rails with identity checks attached, which is classic infrastructure work, and analysts tracking the deal have said the licenses and technology OpenPayd buys will decide how quickly that market opens to it.
US expansion needs capital
Dimitrova said listing proceeds will fund US expansion and possible acquisitions. The regulatory groundwork is largely in place: on September 2 the company confirmed that MSB USA Inc. had been integrated into its group after regulatory approvals, bringing 43 state money transmitter licenses under OpenPayd. She set a target of April 2027 for serving US customers, and said acquisitions could add licenses or technology where buying is faster than building. A listed-share currency would help too, since payments consolidation across the sector has favored processors that can pay partly in stock.
Not every US state access comes automatically with the licenses, and the company had not announced a firm launch date when the September licensing update was published. The April 2027 target is the first firm customer-facing date OpenPayd has committed to, and execution between the listing and that launch is the part investors will actually price.
What the market means for the timeline
The deal matters beyond one company. SPAC listings for crypto-adjacent firms have mixed records: some have closed with heavy redemptions and disappointed holders, while direct listings like Gemini’s Nasdaq debut in early October sold strongly at launch. OpenPayd is a middle case, a payments business with real revenue and thin margins, roughly $13 million of EBITDA, and a valuation that assumes the stablecoin line keeps compounding at the rate of the last twelve months.
Crypto-adjacent listings price off sentiment. Gemini’s shares moved as bitcoin retreated below $85,000, and a SPAC that needs shareholder approval plus redemption support is more fragile than a packaged IPO. If risk appetite holds through a Fed decision on October 28 that markets currently price as a hold, the first Nasdaq print should arrive before the year-end deadline. If conditions deteriorate, the termination clause turns on, and OpenPayd would join the list of fintech deals that ran out of calendar year. For clients of the firm, most of them crypto exchanges and payments companies, the more relevant change is operational: a listed parent with fresh capital can extend credit terms and expand coverage, which affects pricing across the stablecoin settlement market it serves.