OpenPayd gains 43 U.S. licenses ahead of Nasdaq deal
OpenPayd said on Sept. 2 that it had completed the regulatory alignment needed to bring MSB USA and 43 state money transmitter licenses under the financial infrastructure provider’s corporate umbrella.
Summary
- OpenPayd integrated MSB USA, bringing 43 state money transmitter licenses under its corporate group umbrella.
- MSB USA remains a nonbank money services business and will continue operating during platform integration.
- OpenPayd reported annual recurring revenue exceeding $96 million and annualized volume above $300 billion globally.
- Proposed Titan merger values OpenPayd at up to $1.145 billion and currently targets fourth-quarter completion.
- Nasdaq listing remains subject to shareholder approval, closing conditions, minimum proceeds and exchange acceptance requirements.
The integration gives London based OpenPayd a regulated route into much of the U.S. payments market. The company plans to use the licenses to support global business clients seeking to send or receive payments in the country.
MSB USA will continue operating under its existing leadership while preparing for full integration with the OpenPayd platform. OpenPayd did not disclose the acquisition price, payment structure or expected integration cost.
The announcement comes three months before the intended completion of OpenPayd’s proposed combination with Titan Acquisition Corp. The transaction could lead to OpenPayd shares trading on Nasdaq under the proposed ticker OP.
OpenPayd adds state regulated U.S. payment access
Money transmitters in the U.S. generally require authorization in each state where they conduct regulated activity. There is no single federal money transmitter license that automatically provides nationwide operating authority.
MSB USA is registered with the Financial Crimes Enforcement Network as a money services business and holds state money transmitter licenses. Its website identifies NMLS number 1550212 and states that the business is licensed in more than 40 states.
OpenPayd’s announcement specifies that 43 licenses are entering the group. A separate MSB USA founder profile claims the company holds licenses across 45 states. The reason for the difference was not disclosed.
The transaction figure of 43 represents the licenses OpenPayd says it acquired through the integration. It does not establish that services are immediately available in every U.S. state or territory.
MSB USA also states that it is not a bank and does not accept deposits. It provides money transmission and payment services through regulated financial institutions and payment networks.
Its available services include domestic and international transfers, payment collection, processing support and settlement for approved business customers. Access remains subject to state laws, compliance reviews and agreements with third party financial institutions.
U.S. licenses support OpenPayd’s crypto clients
OpenPayd provides payment accounts, foreign exchange, virtual international bank account numbers and embedded payment services through an application programming interface.
The company says it serves more than 1,200 clients, including crypto businesses Kraken, eToro, OKX and B2C2. The new U.S. footprint could allow eligible clients to connect their payment operations to OpenPayd’s infrastructure across additional jurisdictions.
Holding a money transmitter license does not authorize every financial service. The applicable permissions depend on each state’s rules and the activities approved under the individual license.
The licenses also do not make OpenPayd or MSB USA a federally insured bank. Funds may move through external banks, payment processors and settlement networks rather than being accepted as deposits by MSB USA itself.
OpenPayd said the U.S. expansion follows its authorization under the European Union’s Markets in Crypto Assets framework. The Malta Financial Services Authority granted that authorization, according to the company.
MiCA authorization covers defined crypto asset services within the European framework. It is separate from U.S. state money transmission licensing and does not grant permission to offer crypto services in the U.S.
Similar MiCA approvals have allowed licensed crypto companies to operate across European markets through the regulation’s passporting framework. OpenPayd has not disclosed which digital asset services it plans to introduce through MSB USA.
Revenue and payment volume rise before Nasdaq transaction
OpenPayd reported annual recurring revenue above $96 million as of July 31. It also said annualized transaction volume exceeded $300 billion.
The figures were provided by the company and were not presented as audited annual financial results. OpenPayd said it is profitable, has not raised outside capital and serves more than 1,200 clients worldwide.
Annual recurring revenue estimates the recurring income generated at the current rate. Annualized transaction volume projects recent payment activity across a full year. Neither measure represents the company’s net income or cash holdings.
The numbers provide updated operating context for OpenPayd’s planned combination with Titan. An August investor presentation was filed with the U.S. Securities and Exchange Commission as the companies continued marketing the proposed transaction to shareholders.
OpenPayd has not yet become a publicly traded company. Titan’s existing Class A shares and warrants trade on Nasdaq under TACH and TACHW, respectively.
There was no verified market move directly attributable to the MSB USA announcement. OpenPayd remains privately held, and movements in Titan shares can reflect redemption expectations, deal completion risks and wider market conditions.
Nasdaq listing still requires shareholder approval
Titan and OpenPayd signed their definitive business combination agreement on June 1, according to an SEC filing.
The transaction gives OpenPayd an equity value of up to $1.145 billion on a pro forma basis. The underlying share acquisition was initially valued at approximately $800 million, with additional value linked to the agreement’s earnout structure.
Under the proposed arrangement, Titan will merge into a newly created OpenPayd holding company. That company will survive the transaction and acquire OpenPayd’s issued shares.
The agreement includes a $130 million minimum proceeds condition. It also requires Titan shareholder approval, regulatory clearances and acceptance of the combined company’s shares for listing on Nasdaq.
Titan shareholders may have the right to redeem their shares for cash held in the SPAC’s trust rather than retain shares in the combined company. As demonstrated by other proposed listings, shareholder redemptions can reduce the cash reaching a merged business.
OpenPayd and Titan currently expect the combination to close during the fourth quarter of 2026. The companies have not announced the shareholder meeting date or a confirmed first trading day for OP shares.
The next relevant filings will include updated registration materials, a final proxy statement and the date of the Titan shareholder vote. Until those conditions are met, OpenPayd’s Nasdaq listing and stated valuation remain proposed rather than completed.
