United States securities and exchange commission logo





                            March 19, 2024

       Adeel Rouf
       Chief Executive Officer and President
       Titan Acquisition Corp
       c/o Winston & Strawn LLP
       800 Capitol St., STE 2400
       Houston, TX 77002

                                                        Re: Titan Acquisition
Corp
                                                            Amendment No. 1 to
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted March 5,
2024
                                                            CIK No. 0002009183

       Dear Adeel Rouf:

            We have reviewed your amended draft registration statement and have
the following
       comments.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

               After reviewing the information you provide in response to this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional
       comments. Unless we note otherwise, any references to prior comments are
to comments in our
       February 29, 2024 letter.

       Amendment No. 1 to Draft Registration Statement on Form S-1 submitted
March 5, 2024

       Risk Factors
       If our initial business combination involves a company organized under
the laws of a state of the
       United States . . . , page 32

   1.                                                   We note your response
to prior comment 4. In light of your statement that the imposition
                                                        of the excise tax could
"reduce the amount of cash available to pay redemptions," please
                                                        clarify whether the
proceeds placed in the trust account and the interest earned thereon
                                                        will be used to pay for
the excise tax if such a tax were to be imposed on you. In this
 Adeel Rouf
Titan Acquisition Corp
March 19, 2024
Page 2
      regard, we note your disclosure on the cover page that the proceeds
placed in the trust
      account and the interest earned thereon "shall not be used to pay for
possible excise tax."
If we are deemed to be an unregistered investment company . . . , page 39

2.    We note your revisions made in response to prior comment 5. As requested
in the
      comment, please also add that that if you are required to wind down your
operations as a
      result of being deemed to be an investment company, investors will lose
any price
      appreciation in the combined company.
Notes to Financial Statements
Note 7. Shareholder's Equity
Warrants, page F-14

3.    We note your response to prior comment 11. According to your disclosure
on page F-
      11,    The Private Placement Warrants will be non-redeemable for cash and
exercisable on
      a cashless basis so long as they are held by the Sponsor or its permitted
transferees.    This
      provision may potentially adjust the settlement amount, based on the
characteristics of the
      warrant holder. Accordingly, please tell us how you determined this
settlement provision
      was within the criteria of ASC 815- 40-15-7E and provide us with your
analysis.
       Please contact Kellie Kim at 202-551-3129 or Jennifer Monick at
202-551-3295 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Kibum Park at 202-551-6836 or Pam Long at 202-551-3765 with any other
questions.



                                                            Sincerely,
FirstName LastNameAdeel Rouf
                                                            Division of
Corporation Finance
Comapany NameTitan Acquisition Corp
                                                            Office of Real
Estate & Construction
March 19, 2024 Page 2
cc:       Michael J. Blankenship, Esq.
FirstName LastName