Black Titan Corp美股招股说明书(2026-05-18版)

BLACK TITAN CORPORATION This prospectus relates to the issuance and resale from time to time of up to 6,157,019 ordinary shares, par value $0.001 (the“Ordinary Shares”) which consist of 6,157,019 Ordinary Shares issuable upon the conversion of a $1,515,000 initial Convertible Note(the “Initial Note”) delivered on January 16, 2026. The Company may issue additional Ordinary Shares upon the conversion of up to$198,500,000 of additional Convertible Notes (the “Additional Notes” and collectively with the Initial Note, the “Notes”)), which Notesmay be presented in no less than $1,500,000 increments at one or more additional closings (each such closing of the purchase of suchAdditional Notes, an “Additional Closing”). See “Selling Shareholders” for the details of these securities. The Notes were issued to aninstitutional investor (the “Buyer” or “Selling Shareholders”) in connection with a private placement pursuant to a securities purchaseagreement dated January 16, 2026, between the Company and the Selling Shareholders. The Company will file additional registrationstatements in connection with the issuance of any Additional Notes in the future to register Ordinary Shares underlying such AdditionalNotes. Currently, we are registering 6,157,019 Ordinary Shares on behalf of the Selling Shareholders to satisfy certain registration rightsthat the Company granted in connection with the issuance of the Initial Note. All the Notes are convertible at the option of the holders intoOrdinary Shares at an initial conversion price of $1.98, subject to certain anti-dilution and other adjustments. Given the substantial number of Ordinary Shares that could be issued upon conversion of any Additional Notes in the future,which shares would be registered for potential resale, the sale of the Ordinary Shares included in this prospectus by the SellingShareholders, or the perception in the market that the holders of a large number of our Ordinary Shares intend to sell their shares, couldincrease the volatility of, or result in a significant decline in, the public trading price of the Ordinary Shares. See “Shares Eligible forFuture 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. On October 2, 2025, our Ordinary Shares commenced trading on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol“BTTC.” As of May 8, 2026, the closing price of our Ordinary Shares was $1.39. 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 Options. The total number of Ordinary Shares issued and outstanding as of the date of this prospectus is 10,774,621 Ordinary Shares. EachOrdinary Share is entitled to one vote. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You shouldread this entire prospectus and any amendments or supplements carefully before you make your investment decision. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and have elected tocomply with certa