Titan Acquisition Corp. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer (together, the “ Certifying Officers ”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Management’s Report on Internal Controls Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements prepared for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. 28 Our management, with the participation of our Certifying Officers, assessed the effectiveness of our internal control over financial reporting as of December 31, 2025, using the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment and those criteria, management concluded that our internal control over financial reporting was effective as of December 31, 2025. This Annual Report does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Attestation Report of the Registered Public Accounting Firm This Annual Report does not include an attestation report of our independent registered public accounting firm due to an exemption established by the JOBS Act for emerging growth companies. Item 9B. Other Information. During the fourth fiscal quarter ending December 31, 2025, no director or officer adopted , modified, or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 29 PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers Our directors and executive officers are as follows: Name Age Position Adeel Rouf 34 President, Chief Financial Officer and Director Frank Mastrangelo 58 Chief Executive Officer and Chairman of the Board of Directors Pawneet Abramowski 50 Director Walter Beach 58 Director Leslie Goldman Tepper 60 Director Adeel Rouf currently serves as our President, Chief Financial Officer and as a Director. He currently serves as Chief Operating Officer of Northern Revival Acquisition Corporation, and Board Advisor to CSML Acquisition Corporation, each a special purpose acquisition company listed on Nasdaq. Mr. Rouf is the President, Chief Executive Officer and a Director of Voyager Acquisition Corp., a Caymans Island company, (Nasdaq: VACHU) and has served in that capacity since April 2024. Previously, from July 2023 to June 2024, Mr. Rouf served as a Director of Zalatoris II Acquisition Corp (Nasdaq: ZLS) and, from June 2023 to September 2024, Director of Zalatoris Acquisition Corp (NYSE: TCOA). From February 2021 to August 2022, Mr. Rouf served as the founder and Chief Financial Officer of the Founder SPAC, the special purpose acquisition company that merged with Rubicon Technologies, Inc. (NYSE: RBT) in a transaction valued at $1.7 billion, and, from June 2020 to January 2023, as Senior Vice President of Altitude Acquisition Corp., (NASQAQ: ALTU). Mr. Rouf was a Board Advisor and Co-Sponsor of Investcorp India Acquisition Company from January 2021 to June 2022. Mr. Rouf worked as an Investment Professional at Cohen and Company Asset Management from April 2019 to June 2020. Previously, Mr. Rouf worked as an Investment Professional at FinTech Acquisition Corp. III, a special purpose acquisition company which merged with Paya, Inc. (Nasdaq: PAYA), and as an Investment Professional at Insurance Acquisition Corp., which merged with Shift Technologies, Inc. Mr. Rouf was a member of J.P. Morgan Chase & Co.’s Investment Banking Leveraged Finance team executing debt finance transactions and worked at Sumitomo Mitsui Banking Corporation executing structured debt finance transactions. Mr. Rouf graduated from Baruch College with a BBA in Accounting and received a Master of Science degree in Sustainability Management and Energy Finance from Columbia University. Mr. Rouf was selected as a director due to his experience in the financial services industry. Frank Mastrangelo currently serves as our Chief Executive Officer and Chairman of the Board of Directors. Mr. Mastrangelo also currently serves as the CEO of PayAmigo, a provider of cross-border payment solutions for enterprise clients. He has served as General Manager of Banking Services for Green Dot Corporation and Chief Operating Officer of Green Dot Bank since September 2017. He is also Founder and Managing Director of Sapere Advisory, a consulting firm focused on commerce and fintech, since February 2016. He was previously an advisor to FinTech Acquisition Corp., FinTech Acquisition Corp. II, FinTech Acquisition Corp. III, FinTech Acquisition Corp. IV, FinTech Acquisition Corp. V, and FTAC Olympus Acquisition Corp., Liquid Hub and Union Pay International. Mr. Mastrangelo was President, Chief Operating Officer and a director of Bancorp and Bancorp Bank from 1999 to December 2014, and served as Chief Executive Officer, President and a director of Bancorp and President and a director of Bancorp Bank until December 2015. Mr. Mastrangelo was selected as Chairman due to his experience in the financial services industry. 30 Pawneet Abramowski currently serves as a member of our board of directors. Ms. Abramowski is the founder and principal of PARC Solutions LLC, a firm providing advisory services in compliance, financial crimes risk management and strategic analysis for startups, banks and other innovative firms. Ms. Abramowski is also an Academic Director/Adjunct Faculty and Chair of the Executive Committee of the Advisory Board at Case Western Reserve University School of Law’s Financial Integrity Institute since 2017. She served as the Managing Director, Head of Financial Crimes Risk Management and Interim Chief Compliance Officer at Bancorp from 2014 to 2017 and Interim Chief Compliance Officer at Bancorp from 2016 to 2017, building on over 21 years of comprehensive achievements in public and private sector with special focus in Compliance/Risk Management and law enforcement industries. She previously served as a director of FinTech Acquisition Corp. III, a special purpose acquisition company which merged with Paya, Inc., from 2018 to 2020. She has key subject matter expertise spanning anti-money laundering (AML), fraud, sanctions, anti-corruption, regulation, and compliance. Prior to joining Bancorp, from 2006 to 2014, Ms. Abramowski held senior level roles at wall street firms in New York City. Before that she spent three years working in the technology sector and over eight years in the public sector in an investigative and intelligence capacity with municipal, state and federal agencies ending with the Federal Bureau of Investigation. She holds an MBA in Management from Adelphi University Robert B. Willumstad School of Business; MA in Government and Politics and BA in Public Administration from St. John’s University. Since 2015 she has also served on the Women’s Board of City Year New York, an education focused nonprofit that partners with public schools in high-poverty communities helping to close gaps in high-need schools by supporting students’ academic and social-emotional development while also providing schools with the additional capacity to enhance school culture and climate. Our board has determined that Ms. Abramowski’s extensive experience in the financial services industry generally, and the financial technology industry in particular, qualifies her to serve as a member of our board of directors. Walter Beach currently serves as a member of our board of directors. Mr. Beach currently serves as a member of the board of directors of Art Technology Acquisition Corp (Nasdaq: ARTCU) and has served in that position since January 2026. Mr. Beach previously served as a director of both Bancorp and Bancorp Bank from 1999 to 2021. Mr. Beach also previously served as a director of FinTech Acquisition Corp. from November 2014 until July 2016 and FinTech Acquisition Corp. II from May 2015 until its July 2018 merger with International Money Express, Inc. Mr. Beach has been a Managing Director of Beach Investment Counsel, Inc., an investment management firm, since 1997. From 1993 to 1997, Mr. Beach was a Senior Analyst and Director of Research at Widmann, Siff and Co., Inc., an investment management firm, where he was, beginning in 1994, responsible for the firm’s investment decisions for its principal equity product. As research director, he was one of two major contributors to overall investment management. From 1992 to 1993, he was an associate and financial analyst at Essex Financial Group, a consulting and merchant banking firm. From 1991 to 1992 he was an analyst at Industry Analysis Group, an industry and economic consulting firm. Mr. Beach has served as a director of Resource Capital Corp. (NYSE:RSO), a real estate investment trust, since 2005. Mr. Beach served as a director of Institutional Financial Markets, Inc. from December 2009 to September 2013. Our board has determined that Mr. Beach’s extensive experience in the financial services industry and as a member of the boards of various public companies qualifies him to serve as a member of our board of directors. Leslie Goldman Tepper currently serves as a member of our board of directors. Since November 2025, Ms. Tepper has served on the board of Deep Fission, where she currently chairs the nominating and governance committee and participates as a member of its audit and compensation committees. Since 2022, Ms. Tepper has served on the board of Deep Isolation Nuclear, where she is currently the Lead Independent Director, chair of the compensation committee and a member of the nominating and governance and audit committees. She also serves on the board of Berkeley Earth, a climate data and analysis company, a position she has held since November 2024. She previously served on the board of NACD’s Texas and Utah chapters (2020-2025) where she actively participated as a member of its private company governance steering committee. Ms. Tepper also served as a director, advisor, and/or board observer on several fintech and e-commerce company boards throughout her career. Ms. Tepper started her professional career facilitating mergers and acquisitions as a lawyer in several Amlaw 100 firms, where she worked with both public and privately held companies. Her career as a corporate attorney concluded with her role as the General Counsel of several Thermo Fisher Scientific business, where she spent 10 years as a member of the executive team of Fisher HealthCare. Ms. Tepper was a General Partner and Co-Founder of the Artemis Fund from April 2019 through April 2024, before she moved on to focus on her role as Principal and Managing Member of LGT Seven Enterprises, a position she has held since September 2019. Ms. Tepper holds a B.A. from Yale University, an M.A. from the University of New South Wales in Sydney, Australia, and a J.D. from Fordham University School of Law. Our board has determined that Ms. Tepper’s extensive experience in the legal industry and as a member of the boards of various fintech companies qualifies her to serve as a member of our board of directors. 31 We believe our management team has the skills and experience to identify, evaluate and consummate a business combination and is positioned to assist businesses we acquire. However, our management team’s network of contacts, and its investing and operating experience, do not guarantee a successful initial business combination. The members of our management team are not required to devote any significant amount of time to our business and are involved with other businesses. We cannot guarantee that our current officers and directors will continue in their respective roles, or in any other role, after our initial business combination, and their expertise may only be of benefit to us until we complete our initial business combination. Past performance by our management team is not a guarantee of success with respect to any business combination we may consummate. Family Relationships There are no family relationships among executive officers and directors of the Company. Number and Terms of Office of Officers and Directors Our board of directors consists of 5 members and is divided into three classes with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Mr. Beach and Ms. Tepper, will expire at our first annual meeting of shareholders. The term of office of the second class of directors, consisting of Ms. Abramowski, will expire at the second annual meeting of shareholders. The term of office of the third class of directors, consisting of Mr. Rouf and Mr. Mastrangelo, will expire at the third annual meeting of shareholders. Only holders of Class B ordinary shares will have the right to vote on the election of directors prior to or in connection with the completion of our initial business combination. Holders of our public shares will not be entitled to vote on the election of directors during such time. These provisions of our amended and restated memorandum and articles of association relating to the rights of holders of Class B ordinary shares to elect directors may be amended by a special resolution passed by a majority of at least 90% of our ordinary shares voting in a general meeting. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association. Director Independence The rules of the Nasdaq require that a majority of our board of directors be independent within one year of our IPO. Our board of directors has determined that each of Ms. Abramowski, Mr. Beach and Ms. Tepper are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Committees of the Board of Directors Our board of directors has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception, the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors. 32 Audit Committee We have established an audit committee of the board of directors. Mr. Beach, Ms. Abramowski and Ms. Tepper serve as members of our audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent, subject to the exception described below. Each of Mr. Beach, Ms. Abramowski and Ms. Tepper are independent. Mr. Beach serves as the chair of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Beach qualifies as an “audit committee financial expert” as defined in applicable SEC rules. The audit committee is responsible for: ● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors; the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; ● reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ● reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Compensation Committee We have established a compensation committee of our board of directors. The members of our compensation committee are Mr. Beach and Ms. Tepper. Ms. Tepper serves as chair of the compensation committee. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; 33 ● reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity-based plans that are subject to board approval of all of our other officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. The charter provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Director Nominations We do not have a standing nominating committee though we intend to form a nominating and corporate governance as and when required to so by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors. Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Ms. Abramowski, Mr. Beach and Ms. Tepper. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our amended and restated memorandum and articles of association. Compensation Committee Interlocks and Insider Participation None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors. Code of Business Conduct and Ethics We have adopted a code of ethics applicable to our directors, officers and employees (“ Code of Ethics ”) that complies with the rules and regulations of Nasdaq. The Code of Ethics codifies the business and ethical principles that govern all aspects of our business. A copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. 34 Conflicts of Interest Under Cayman Islands law, directors and officers owe the following fiduciary duties: (i) duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; (ii) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; (iii) directors should not improperly fetter the exercise of future discretion; (iv) duty to exercise powers fairly as between different sections of shareholders; (v) duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and (vi) duty to exercise independent judgment. In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. 35 Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties or contractual obligations: Individual (1) Entity Entity’s Business Affiliation Adeel Rouf Zalatoris Acquisition Corp. Acquisition Company Director Zalatoris II Acquisition Corp. Acquisition Company Director Northern Revival Acquisition Corp. Acquisition Company Officer Voyager Acquisition Corp. Acquisition Company Officer Frank Mastrangelo PayAmigo Financial Services Officer Pawneet Abramowski PARC Solutions LLC Consulting Founder and Principal Walter Beach Beach Investment Counsel, Inc. Advisory Services Managing Director Art Technology Acquisition Corp. Acquisition Company Director Leslie Goldman Tepper LGT Seven Enterprises Financial Services Principal and Managing Member DEEP ISOLATION Cleantech Director Berkeley Earth Climate Data and Analysis Director Deep Fission, Inc. Nuclear Energy Director (1) Each of the entities listed in this table may have competitive interests with our company with respect to the performance by each individual listed in this table of his or her obligations. Each individual listed has a fiduciary duty with respect to each of the listed entities. Potential investors should also be aware of the following other potential conflicts of interest: ● Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. ● Our initial shareholders currently hold founder shares and Private Placement Warrants. Our initial shareholders have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they hold in connection with the completion of our initial business combination. The other members of our management team have entered into agreements similar to the one entered into by our initial shareholders with respect to any public shares acquired by them. Additionally, our initial shareholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated memorandum and articles of association. If we do not complete our initial business combination within the prescribed time frame, the Private Placement Warrants will expire worthless. Furthermore, subject to certain limited exceptions, our initial shareholders have agreed not to transfer, assign or sell any of their founder shares until the earlier of: (i) one year following the consummation of our initial business combination; or (ii) subsequent to the consummation of our initial business combination, the date on which we consummate a transaction which results in all of our shareholders having the right to exchange their shares for cash, securities, or other property. Subject to certain limited exceptions, the Private Placement Warrants and the Class A Ordinary Shares underlying such warrants, will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and directors will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. 36 ● Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. ● Our officers, directors, shareholders or affiliates may be paid fees upon the successful completion of our initial business combination as described above. We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our Sponsor, officers or directors or completing the business combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors. In the event we seek to complete our initial business combination with a business combination target that is affiliated with our Sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Furthermore, there may be payment by the company to our Sponsor, officers or directors, or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business combination. Further, commencing on the date our securities are first listed on the Nasdaq, we will also pay an affiliate of our Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of our management team; upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. In addition, we will pay an affiliate of our Sponsor $15,000 per month for the consulting services of an entity affiliated to our President, upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. These payments, if made prior to the completion of our initial business combination, will be made from funds held outside the trust account. We cannot assure you that any of the above mentioned conflicts will be resolved in our favor. In the event that we submit our initial business combination to our public shareholders for a vote, our initial shareholders have agreed to vote their founder shares, and they and the other members of our management team have agreed to vote any founder shares they hold and any shares purchased during or after the offering in favor of our initial business combination. Limitation on Liability and Indemnification of Officers and Directors Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. 37 Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. Insider Trading Policy We have adopted an Insider Trading Policy (the “Insider Trading Policy”) containing policies and procedures governing the purchase, sale and/or other dispositions of our securities by Company Insiders (including officers and directors as well as certain other employees identified pursuant to the Insider Trading Policy), or by us. Such policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us. Item 11. Executive Compensation. Compensation Discussion and Analysis None of our executive officers or directors have received any cash compensation for services rendered to us. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement or payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account: ● Repayment of up to an aggregate of $300,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses; ● Payment to an affiliate of our Sponsor of $10,000 per month, for office space, utilities and secretarial and administrative support; upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees; ● Payment to an affiliate of our Sponsor, of $10,000 per month for the consulting services of an entity affiliated to our President, upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees; ● Reimbursement for any out of-pocket expenses related to identifying, investigating and completing an initial business combination; ● Payment of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business combination; ● Repayment of non-interest bearing loans which may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination. 38 We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 31, 2026. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the Private Placement Warrants as these warrants are not exercisable within 60 days of the date of this Annual Report. The beneficial ownership of our ordinary shares is based on 27,600,000 Class A Ordinary Shares and 6,900,000 Class B ordinary shares as of March 31, 2026. Name and Address of Beneficial Owner (1) Number of Class A Ordinary Shares Beneficially Owned Number of Founder Shares Beneficially Owned (2) Approximate Percentage of Total Voting Power Titan Acquisition Sponsor Holdco LLC (our Sponsor) (3) - 6,900,000 20 % All officers and directors as a group (5 individuals) - - - Magnetar Financial LLC (4) 2,200,000 - 6.4 % * Individual director or executive officer beneficially owns less than 1% of the shares of common stock outstanding as of March 31, 2026. (1) Unless otherwise noted, the business address of each of the following is 131 Concord Street, Brooklyn, New York, 11201. (2) Such shares will (unless otherwise provided in our initial business combination agreement) automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our initial business combination and may be converted at any time prior to our initial business combination, at the option of the holder, on a one-for-one basis, subject to adjustment. (3) Titan Acquisition Sponsor Holdco LLC, our Sponsor, is the record holder of the shares reported herein. Adeel Rouf, our President, and Frank Mastrangelo, our Chief Executive Officer are the managing members of the Sponsor and have voting and investment discretion with respect to the securities held of record by our Sponsor and may be deemed to have or beneficial ownership of the securities held directly by our Sponsor. Such persons disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. (4) According to a Schedule 13G/A filed on August 8, 2025, interests shown are held by (i) Magnetar Financial LLC, a Delaware limited liability company, (ii) Magnetar Capital Partners LP, a Delaware limited partnership, (iii) Supernova Management LLC, a Delaware limited liability company, and (iv) David J. Snyderman, a citizen of the United States of America. The address of the principal business office of such persons is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201. 39 We do not currently have any arrangements which if consummated may result in a change of control of the Company. Securities Authorized for Issuance under Equity Compensation Plans None. Item 13. Certain Relationships and Related Transactions, and Director Independence. Founder Shares A single Class B ordinary share was issued on January 11, 2024, to establish the Company’s legal existence upon incorporation. This share has no economic value and was subsequently forfeited. On January 14, 2024, the Company received $25,000 for issuance of 7,475,000 Class B ordinary shares (the “ Founder Shares ”). The Sponsor has agreed to forfeit up to an aggregate of 925,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional Units is not exercised in full by the underwriters. On August 5, 2024, the Sponsor forfeited 1,150,000 Founder Shares for no consideration pursuant to the Amended and Restated Securities Subscription Agreement, resulting in the Sponsor holding an aggregate of 6,325,000 Founder Shares, of which up to an aggregate of 825,000 shares were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised. On March 4, 2025, the Company issued an additional 575,000 Founder Shares for no consideration pursuant to the Second Amended and Restated Securities Subscription Agreement, resulting in the Sponsor holding an aggregate of 6,900,000 Founder Shares, of which up to an aggregate of 900,000 shares are subject to forfeiture depending on the extent to which the underwriters’ overallotment option is exercised. The Founder Shares included an aggregate of up to 900,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full, so that the number of Founder Shares would represent 20% of the Company’s issued and outstanding shares after the IPO. On April 10, 2025, following the underwriters’ exercise of the over-allotment option, the shares are no longer subject to forfeiture. As of December 31, 2025, there were 6,900,000 Founder Shares issued and outstanding. The Sponsor and initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial business combination or (B) the date following the completion o5 the initial business combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination, the Founder Shares will be released from the lockup. Administrative Services Agreement The Company has entered into an agreement, commencing on the effective date of the IPO through the earlier of the Company’s consummation of a business combination and its liquidation, to pay an affiliate of Sponsor a total of up to $10,000 per month for office space and administrative and support services. For the year ended December 31, 2025, the Company accrued and paid $90,000 for office space and administrative and support services. As of December 31, 2025, no balances are outstanding. Consulting Services On February 1, 2024 the Company entered into a consulting agreement for advisory services with an entity affiliated with the President of the Company with a fee of $15,000 per month. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. The entity affiliated with the President of the Company billed a consulting fee of $165,000 during the period from January 11, 2024 (inception) through December 31, 2024. In April 2025, the entity affiliated with the Company’s president agreed to waive all outstanding balances billed under the consulting agreement. On April 14, 2025, a new agreement was executed, amending the terms of the previously signed contract. Under this revised agreement, the Company will pay a monthly consulting fee of $10,000, effective April 1, 2025. As of December 31, 2025 and 2024, outstanding balances were $90,000 and $135,000, respectively, classified under due to related party in the accompanying balance sheets. 40 Related Party Loans On January 24, 2024, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. There were no amounts outstanding as of December 31, 2025. Due to / from Sponsor The Sponsor covered various formation, operating, and deferred offering costs for the Company. After settling the outstanding amount as of December 31, 2024, the amount due to Sponsor was $74,200. As of December 31, 2025, there were $25,000 due from the Sponsor. In addition, in order to finance transaction costs in connection with a business combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a business combination, the Company would repay the Working Capital Loans out of the proceeds of the trust account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the trust account. In the event that a business combination does not close, the Company may use a portion of proceeds held outside the trust account to repay the Working Capital Loans but no proceeds held in the trust account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans. Item 14. Principal Accountant Fees and Services. The firm WithumSmith+Brown PC acts as our independent registered public accounting firm. The following is a summary of fees paid to WithumSmith+Brown PC for services rendered during the Company’s fiscal year ended December 31, 2025 (“FY 2025”) and December 31, 2024 (“FY 2024”). Audit Fees . Fees for services performed in review of the financial information included in our Quarterly Reports on Form 10-Q and this Annual Report on Form 10-K were approximately $135,966 and $81,640 for FY 2025 and FY 2024, respectively. Audit-Related Fees . WithumSmith+Brown PC billed no fees for services other than those described above under “Audit Fees” for FY 2025 and FY 2024. Tax Fees . During FY 2025 and FY 2024 WithumSmith+Brown PC did not render services to us for tax compliance, tax advice or tax planning. All Other Fees . During FY 2025 and FY 2024 no other services were provided by WithumSmith+Brown PC other than those set forth above. Audit Committee Pre-Approval Policies and Procedures The Audit Committee has adopted policies and procedures requiring the pre-approval of all audit and permissible non-audit services performed by the independent auditor. These services may be pre-approved on a case-by-case basis or pursuant to pre-approved categories. The Audit Committee may delegate pre-approval authority to a subcommittee or one or more of its members. All services provided in 2025 were pre-approved in accordance with these policies. The Audit Committee believes that these policies help ensure that the auditor remains independent and that services provided are consistent with SEC standards. 41 PART IV Item 15. Exhibit and Financial Statement Schedules. (a) The following documents are filed as part of this Form 10-K: (1) Financial Statements: Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheets as of December 31, 2025 and 2024 F-3 Statements of Operations for the year ended December 31, 2025 and the period from January 11, 2024 (inception) through December 31, 2024 F-4 Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2025 and the period from January 11, 2024 (inception) through December 31, 2024 F-5 Statements of Cash Flows for the year ended December 31, 2025 and the period from January 11, 2024 (inception) through December 31, 2024 F-6 Notes to the Financial Statements F-7 (2) Financial Statement Schedules: All schedules are omitted for the reason that the information is included in the financial statements or the notes thereto or that they are not required or are not applicable. (3) Exhibits The exhibits listed in the Exhibit Index below are filed or incorporated by reference as part of this Annual Report on Form 10-K. 42 EXHIBIT INDEX Exhibit No. Description 1.1* Underwriting Agreement, dated April 8, 2025, by and between the Registrant and Cantor Fitzgerald & Co., as representative of the underwriters, (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K (File No. 001-42590), filed with the Securities and Exchange Commission on April 11, 2025). 3.1* Memorandum and Articles of Association, (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-285659), filed with the Securities and Exchange Commission on April 3, 2025). 3.2* Amended and Restated Memorandum and Articles of Association, (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 333-285659), filed with the Securities and Exchange Commission on April 3, 2025). 4.1* Specimen Unit Certificate, (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-285659), filed with the Securities and Exchange Commission on April 3, 2025). 4.2* Specimen Ordinary Share Certificate, (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No. 333-285659), filed with the Securities and Exchange Commission on April 3, 2025). 4.3* Specimen Warrants Certificate (appended as exhibit to Exhibit 4.4), (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (File No. 333-285659), filed with the Securities and Exchange Commission on April 3, 2025). 4.4* Warrant Agreement, dated April 8, 2025, by and between Continental Stock Transfer & Trust Company and the Registrant, (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-42590), filed with the Securities and Exchange Commission on April 11, 2025). 4.5** Description of Securities. 10.1* Letter Agreement, dated April 8, 2025, by and among the Registrant and its founders, (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42590), filed with the Securities and Exchange Commission on April 11, 2025). 10.2* Investment Management Trust Agreement, dated April 8, 2025, by and between Continental Stock Transfer & Trust Company, LLC and the Registrant, (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-42590), filed with the Securities and Exchange Commission on April 11, 2025). 10.3* Registration Rights Agreement, dated April 8, 2025, by and among the Registrant and certain security holders, (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-42590), filed with the Securities and Exchange Commission on April 11, 2025 ). 10.4* Securities Subscription Agreement, between the Registrant and the Sponsor dated January 24, 2024, (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-285659), filed with the Securities and Exchange Commission on April 3, 2025). 10.5* Amended and Restated Securities Subscription Agreement, between the Registrant and the Sponsor dated August 16, 2024, (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-285659), filed with the Securities and Exchange Commission on April 3, 2025). 10.6* Second Amended and Restated Securities Subscription Agreement, between the Registrant and the Sponsor dated March 4, 2025, (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1/A (File No. 333-285659), filed with the Securities and Exchange Commission on April 3, 2025). 10.7* Private Placement Warrants Purchase Agreement dated April 8, 2025, by and among the Registrant and the Sponsor, (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-42590), filed with the Securities and Exchange Commission on April 11, 2025). 43 Exhibit No. Description 10.8* Amended and Restated Private Placement Warrants Purchase Agreement dated April 10, 2025, by and among the Registrant and the Sponsor, (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-42590), filed with the Securities and Exchange Commission on April 11, 2025). 10.9* Private Placement Warrants Purchase Agreement, dated April 8, 2025, by and among the Registrant, Cantor Fitzgerald & Co. and Odeon Capital Group LLC, (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No. 001-42590), filed with the Securities and Exchange Commission on April 11, 2025). 10.10* Form of Indemnity Agreement, (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (File No. 333-285659), filed with the Securities and Exchange Commission on April 3, 2025). 10.11* Administrative Services Agreement, dated April 8, 2025, by and between the Registrant and the Sponsor, (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K (File No. 001-42590), filed with the Securities and Exchange Commission on April 11, 2025). 10.12* Promissory Note issued to Titan Acquisition Sponsor Holdco LLC, (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (File No. 333-285659), filed with the Securities and Exchange Commission on April 3, 2025). 10.13* Amended and Restated Promissory Note issued to Titan Acquisition Sponsor Holdco LLC, (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1 (File No. 333-285659), filed with the Securities and Exchange Commission on April 3, 2025). 14.1* Form of Code of Ethics, (incorporated by reference to Exhibit 14.1 to the Company’s Registration Statement on Form S-1 (File No. 333-285659), filed with the Securities and Exchange Commission on April 3, 2025). 19.1* Insider Trading Policy and Dissemination of Inside Information (incorporated by reference to Exhibit 19.1 to the Company’s Registration Statement on Form S-1 (File No. 333-285659), filed with the Securities and Exchange Commission on April 3, 2025). 24** Power of Attorney (included on signature page hereto). 31.1** Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). 31.2** Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). 32.1** Certification of the Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. 97.1** Policy on Recoupment of Incentive Compensation. * Previously filed. ** Furnished herewithin. Item 16. Form 10-K Summary. None. 44 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Titan Acquisition Corp. Date: March 31, 2026 By: /s/ Adeel Rouf Adeel Rouf Chief Financial Officer and President POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Adeel Rouf as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Name Position Date /s/ Frank Mastrangelo Chief Executive Officer and Chairman of the Board of Directors March 31, 2026 Frank Mastrangelo (Principal executive officer) and Director /s/ Adeel Rouf Chief Financial Officer and Director March 31, 2026 Adeel Rouf (Principal financial and accounting officer) /s/ Pawneet Abramowski Director March 31, 2026 Pawneet Abramowski /s/ Walter Beach Director March 31, 2026 Walter Beach /s/ Leslie Goldman Tepper Director March 31, 2026 Leslie Goldman Tepper 45