Black Titan Corp美股招股说明书(2025-12-23版)

BLACK TITAN CORPORATION This prospectus relates to the resale from time to time by the selling shareholders named in this prospectus or their permittedtransferees (together, the “Selling Shareholders”) of up to 5,917,484 ordinary shares, par value $0.001 (the “Ordinary Shares”), whichconsist of (i) 2,344,100 Ordinary Shares issued as merger consideration in connection with the Business Combination (as defined below);(ii) 1,474,530 Ordinary Shares issuable upon the conversion of series A preferred shares, par value $0.001 per share (the “Series APreferred”), which were issued to Arc Group Limited (“Arc Group”), (iii) 176,470 Ordinary Shares issued upon the conversion of series Cconvertible preferred stock, par value $0.0001 per share (the “Series C Preferred”), to Blue Harbor Asset Management LLC-FZ, (iv) 9,563Ordinary Shares, which includes 6,250 Ordinary Shares issuable upon the exercise of options, which were issued to one of our directors,Avraham Ben-Tzvi, prior to the Business Combination (the “Options”), (v) 512,820 Ordinary Shares issued pursuant to a SettlementAgreement, dated October 30, 2025, between Black Titan and Armistice Capital Master Fund Ltd., and (vi) 1,400,001 shares to be issuedto three service providers, in the aggregate, for advisory services. See “Selling Shareholders” for the details of these securities. Given the substantial number of Ordinary Shares being registered for potential resale by Selling Shareholders pursuant to thisprospectus, the sale of shares by the Selling Shareholders, or the perception in the market that the holders of a large number of ourOrdinary Shares intend to sell their shares, could increase the volatility of, or result in a significant decline in, the public trading price ofthe Ordinary Shares. See “Shares Eligible for Future Sales” for more details. Because the prices at which certain Selling Shareholders acquired the securities that they may sell pursuant to this prospectus maybe lower than that of our public shareholders, certain Selling Shareholders may experience a positive rate of return on the securities thatthey sell pursuant to this prospectus and be incentivized to sell such shares, when our public shareholders may not experience a similar rateof return. Our registration of the securities covered by this prospectus does not mean that either we or the Selling Shareholders will issue,offer or sell, as applicable, any of the securities. The Selling Shareholders may offer, sell or distribute all or part of the securities registeredhereby for resale from time to time through public or private transactions at either prevailing market prices or at privately negotiatedprices. The securities are being registered to permit the Selling Shareholders to sell the securities from time to time, in amounts, at pricesand on terms determined at the time the Selling Shareholders offer and sell the securities covered by this prospectus. The SellingShareholders may offer and sell the securities covered by this prospectus through ordinary brokerage transactions, directly to marketmakers of our securities or through any other means described in the section entitled “Plan of Distribution” herein. In connection with anysales of the securities offered hereunder, the Selling Shareholders, any underwriters, agents, brokers or dealers participating in such salesmay be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). We will pay certain fees in connection with the registration of the securities and will not receive proceeds from the sale of thesecurities by the Selling Shareholders, as described in more detail in the section titled “Use of Proceeds” appearing elsewhere in thisprospectus, except with respect to amounts received by the Company upon exercise of the Options to the extent the Options are exercisedfor cash. 1,250 of the Options were issued pursuant to Titan’s 2015 Omnibus Equity Incentive Plan with an exercise price equal to $30.40.5,000 of the Options were issued pursuant to Titan’s 2015 Omnibus Equity Incentive Plan with an exercise price equal to $26.20. All of theoptions were assumed by Black Titan in the Merger and exchanged for one Black Titan option for each Titan option. The likelihood thatOption holder will exercise its Options, and therefore the amount of cash proceeds that we would receive, is dependent upon the tradingprice of our Ordinary Shares. If the trading price for our Ordinary Shares is less than the exercise price per share of the Options, we believethe holder of our Options will be unlikely to exercise the Options. On October 2, 2025, our Ordinary Shares commenced trading on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol“BTTC.” As of December 19, 2025, the closing price of our Ordinary Shares was $2.12. Because the trading price of our ordinary shares iscurrently below the exercise price, we believe that holders of the Options are currently unlikely to exercise their