OpenPayd, a London-based payments infrastructure company specializing in fiat and stablecoin services, is advancing plans to list on Nasdaq by the end of 2026 through a merger with special purpose acquisition company Titan Acquisition Corp. The transaction would value the combined entity at up to $1.145 billion on a pro forma equity basis and provide capital for U.S. market entry and potential acquisitions.

Chief Executive Iana Dimitrova stated that the company expects the business combination to close before year-end, subject to remaining conditions. The combined company is expected to trade under the ticker OP once the deal is completed.

Deal Structure and Conditions

OpenPayd and Titan signed a definitive business combination agreement on June 1. Under the structure, Titan will merge into a newly created OpenPayd parent company, which will then acquire OpenPayd Holdings. The payments firm will operate as a wholly owned subsidiary of the Nasdaq-listed parent.

Original terms assigned an $800 million value to OpenPayd shares for existing shareholders. Titan’s trust could contribute up to approximately $276 million in gross proceeds, assuming limited redemptions by public shareholders. An August investor presentation modeled an additional potential $100 million private investment in public equity, or PIPE, which would raise the pro forma equity value to $1.245 billion. However, the presentation noted that the PIPE remains uncommitted and unraised.

The transaction remains subject to multiple closing conditions. These include Titan shareholder approval, effectiveness of the Securities and Exchange Commission registration statement, Nasdaq listing approval for the new securities, and aggregate transaction proceeds of at least $130 million. Titan shareholders retain the right to redeem shares prior to closing, which could reduce available cash from the trust. The business combination agreement may be terminated if the deal has not closed by December 31, 2026.

U.S. Expansion and Licensing Progress

OpenPayd intends to begin serving U.S. customers by April 2027. Capital raised through the public listing is expected to support this expansion along with possible acquisitions of complementary licenses or technology.

In September, the company integrated MSB USA Inc. into its group following regulatory approvals. The move brought 43 state money transmitter licenses under OpenPayd’s control, providing regulated access across a substantial portion of the United States. MSB USA will continue operating while OpenPayd works to connect its services with existing infrastructure. The company has indicated interest in further acquisitions that could accelerate market entry by adding licenses or technical capabilities rather than building them organically.

Dimitrova noted that a public listing would supply both fresh capital and publicly traded shares that could be used as currency in future deals. The firm is also evaluating a private placement ahead of the Titan transaction, though no such financing has been completed or announced.

Financial Performance and Stablecoin Growth

For the fiscal year ended April 30, 2026, OpenPayd reported revenue of $72.7 million, commonly rounded to $73 million. This marked an increase from $56.6 million in the prior fiscal year. Gross profit reached $54.9 million, while earnings before interest, taxes, depreciation and amortization totaled $12.5 million, or roughly $13 million. The company recorded a net loss of $2.8 million after $5.8 million in one-time transaction costs related to the proposed merger.

By July 31, annual recurring revenue had surpassed $96 million and annualized transaction volume exceeded $300 billion. The firm served more than 1,200 clients at that time. Management forecasts $93 million in revenue and $16 million in EBITDA for fiscal 2027, though these projections are forward-looking and subject to material variation.

Stablecoin-related activity has become a more significant contributor. Quarterly stablecoin orchestration revenue rose from $80,000 to $1.99 million over a 12-month period and accounted for approximately one-third of first-quarter fiscal 2027 growth. OpenPayd partners with Circle to enable movement between conventional currencies and USDC through a unified infrastructure layer. The company has also joined the Fireblocks Network for Payments and secured authorization under the European Union’s Markets in Crypto-Assets framework, covering stablecoin conversion, transfers and related services across the European Economic Area.

OpenPayd’s customer base includes crypto exchange Kraken, market maker B2C2 and trading platform OKX. The firm provides accounts, foreign exchange, domestic and international payments, and infrastructure linking traditional currencies with stablecoins.

Dimitrova described OpenPayd as a global infrastructure platform for modern money movement and stated that no publicly traded competitor currently offers the same combination of fiat and stablecoin capabilities. The company views the U.S. market as offering opportunities in both cross-border payments and stablecoin services, even as broader digital-asset market-structure legislation remains unresolved.