TETEF 8-K

Technology & Telecommunication Acquisition Corp (TETEF)

8-K 2025-01-24 For: 2025-01-20

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Added on April 06, 2026

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☐	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Title of each class	Trading Symbols	Name of each exchange on which registered
Units, each consisting of one ordinary share, $0.0001 par value (the “Ordinary Shares”), and one-half Redeemable Warrant	TETEU	The Nasdaq Stock Market LLC
Ordinary Shares	TETE	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50	TETEW	The Nasdaq Stock Market LLC

Matters Voted On	For		Against		Abstain
Proposal Number One to amend and restate TETE’s Amended and Restated Articles of Association to give TETE the right to extend the date by which it has to consummate a business combination (the “Combination Period”) by three (3) months from January 20, 2025 to April 20, 2025 (as extended, the “Extended Date”) (i.e., for a period of time ending 39 months after the consummation of TETE’s initial public offering).		4,334,690		455,380		0

Proposal Number Two was to amend TETE’s investment management trust agreement, dated as of January 14, 2022, by and between the Company and Continental Stock Transfer & Trust Company, to allow the Company to extend the Combination Period by three (3) months from January 20, 2025 to the Extended Date.		4,334,690		455,380		0

Exhibit No.		Description
3.1*		Amended and Restated Memorandum and Articles of Association, dated January 20, 2025
10.1		Amendment to the Investment Management Trust Agreement, dated January 20, 2025, by and between TETE and Continental Stock Transfer & Trust Company.
10.2		Non-Redemption Agreement, dated January 20, 2025
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION

By:	/s/ Tek Che Ng
Name:	Tek Che Ng
Title:	Chief Executive Officer

1	Definitions, interpretation and exclusion of Table A	1
Definitions		1
Interpretation		5
Exclusion of Table A Articles		6
2	Shares	7
Power to issue Shares and options, with or without special rights		7
Power to issue fractions of a Share		8
Power to pay commissions and brokerage fees		8
Trusts not recognised		9
Power to vary class rights		9
Effect of new Share issue on existing class rights		10
Capital contributions without issue of further Shares		10
No bearer Shares or warrants		10
Treasury Shares		10
Rights attaching to Treasury Shares and related matters		10
3	Register of Members	11
4	Share certificates	11
Issue of share certificates		11
Renewal of lost or damaged share certificates		12
5	Lien on Shares	13
Nature and scope of lien		13
Company may sell Shares to satisfy lien		13
Authority to execute instrument of transfer		13
Consequences of sale of Shares to satisfy lien		13
Application of proceeds of sale		14
6	Calls on Shares and forfeiture	14
Power to make calls and effect of calls		14
Time when call made		15
Liability of joint holders		15
Interest on unpaid calls		15
Deemed calls		15
Power to accept early payment		15
Power to make different arrangements at time of issue of Shares		15
Notice of default		15
Forfeiture or surrender of Shares		16
Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender		16
Effect of forfeiture or surrender on former Member		16
Evidence of forfeiture or surrender		17
Sale of forfeited or surrendered Shares		17

7	Transfer of Shares	17
Form of transfer		17
Power to refuse registration		18
Power to suspend registration		18
Company may retain instrument of transfer		18
8	Transmission of Shares	18
Persons entitled on death of a Member		18
Registration of transfer of a Share following death or bankruptcy		18
Indemnity		19
Rights of person entitled to a Share following death or bankruptcy		19
9	Alteration of capital	19
Increasing, consolidating, converting, dividing and cancelling share capital		19
Dealing with fractions resulting from consolidation of Shares		20
Reducing share capital		20
10	Redemption and purchase of own Shares	20
Power to issue redeemable Shares and to purchase own Shares		20
Power to pay for redemption or purchase in cash or in specie		21
Effect of redemption or purchase of a Share		21
11	Meetings of Members	22
Power to call meetings		22
Content of notice		23
Period of notice		23
Persons entitled to receive notice		24
Publication of notice on a website		24
Time a website notice is deemed to be given		24
Required duration of publication on a website		25
Accidental omission to give notice or non-receipt of notice		25
12	Proceedings at meetings of Members	25
Quorum		25
Lack of quorum		25
Use of technology		26
Chairman		26
Right of a director to attend and speak		26
Adjournment		26
Method of voting		26
Taking of a poll		26
Chairman's casting vote		27
Amendments to resolutions		27
Written resolutions		27
Sole-member company		28
13	Voting rights of Members	28
Right to vote		28
Rights of joint holders		29

Representation of corporate Members		29
Member with mental disorder		29
Objections to admissibility of votes		30
Form of proxy		30
How and when proxy is to be delivered		30
14	Number of directors	31
15	Appointment, disqualification and removal of directors	32
No age limit		32
Corporate directors		32
No shareholding qualification		32
Appointment and removal of directors		32
Resignation of directors		34
Termination of the office of director		34
16	Alternate directors	35
Appointment and removal		35
Notices		36
Rights of alternate director		36
Appointment ceases when the appointer ceases to be a director		36
Status of alternate director		36
Status of the director making the appointment		37
17	Powers of directors	37
Powers of directors		37
Appointments to office		37
Remuneration		38
Disclosure of information		38
18	Delegation of powers	39
Power to delegate any of the directors' powers to a committee		39
Power to appoint an agent of the Company		39
Power to appoint an attorney or authorised signatory of the Company		39
Power to appoint a proxy		40
19	Meetings of directors	40
Regulation of directors' meetings		40
Calling meetings		40
Notice of meetings		40
Period of notice		40
Use of technology		40
Place of meetings		41
Quorum		41
Voting		41
Validity		41
Recording of dissent		41
Written resolutions		41
Sole director's minute		42

20	Permissible directors' interests and disclosure	42
Permissible interests subject to disclosure		42
Notification of interests		42
Voting where a director is interested in a matter		43
21	Minutes	43
22	Accounts and audit	43
Accounting and other records		43
No automatic right of inspection		43
Sending of accounts and reports		43
Time of receipt if documents are published on a website		44
Validity despite accidental error in publication on website		44
Audit		44
23	Financial year	46
24	Record dates	46
25	Dividends	46
Declaration of dividends by Members		46
Payment of interim dividends and declaration of final dividends by directors		46
Apportionment of dividends		47
Right of set off		47
Power to pay other than in cash		48
How payments may be made		48
Dividends or other moneys not to bear interest in absence of special rights		49
Dividends unable to be paid or unclaimed		49
26	Capitalisation of profits	49
Capitalisation of profits or of any share premium account or capital redemption reserve		49
Applying an amount for the benefit of members		49
27	Share premium account	50
Directors to maintain share premium account		50
Debits to share premium account		50
28	Seal	50
Company seal		50
Duplicate seal		50
When and how seal is to be used		50
If no seal is adopted or used		51
Power to allow non-manual signatures and facsimile printing of seal		51
Validity of execution		51
29	Indemnity	51
Indemnity		51
Release		52

Insurance		52
30	Notices	52
Form of notices		52
Electronic communications		53
Persons authorised to give notices		53
Delivery of written notices		53
Joint holders		53
Signatures		54
Evidence of transmission		54
Giving notice to a deceased or bankrupt Member		54
Date of giving notices		54
Saving provision		55
31	Authentication of Electronic Records	55
Application of Articles		55
Authentication of documents sent by Members by Electronic means		55
Authentication of document sent by the Secretary or Officers of the Company by Electronic means		55
Manner of signing		56
Saving provision		56
32	Transfer by way of continuation	56
33	Winding up	57
Distribution of assets in specie		57
No obligation to accept liability		57
The directors are authorised to present a winding up petition		57
34	Amendment of Memorandum and Articles	57
Power to change name or amend Memorandum		57
Power to amend these Articles		58
35	Mergers and Consolidations	58
36	Class B Share Conversion	58
37	Business Combination	59
38	Certain Tax Filings	62
39	Business Opportunities	63

	(a)	these articles of association as amended from time to time: or

	(b)	two or more particular articles of these Articles;

	(c)	and Article refers to a particular article of these Articles.

	(a)	the day when the notice is given or deemed to be given; and

	(b)	the day for which it is given or on which it is to take effect.

	(a)	in relation to a Share with par value, means that the par value for that Share and any premium payable in respect of the issue of that Share, has been fully paid or credited as paid in money or money’s worth;

	(b)	in relation to a Share without par value, means that the agreed issue price for that Share has been fully paid or credited as paid in money or money’s worth.

(a)	includes stock (except where a distinction between shares and stock is expressed or implied); and

(b)	where the context permits, also includes a fraction of a share.

	(i)	any statutory modification, amendment or re-enactment; and

	(ii)	any subordinate legislation or regulations issued under that statute.

	(b)	Headings are inserted for convenience only and do not affect the interpretation of these Articles, unless there is ambiguity.

	(c)	If a day on which any act, matter or thing is to be done under these Articles is not a Business Day, the act, matter or thing must be done on the next Business Day.

	(d)	A word which denotes the singular also denotes the plural, a word which denotes the plural also denotes the singular, and a reference to any gender also denotes the other genders.

	(e)	A reference to a person includes, as appropriate, a company, trust, partnership, joint venture, association, body corporate or government agency.

	(f)	Where a word or phrase is given a defined meaning another part of speech or grammatical form in respect to that word or phrase has a corresponding meaning.

	(g)	All references to time are to be calculated by reference to time in the place where the Company’s registered office is located.

	(h)	The words written and in writing include all modes of representing or reproducing words in a visible form, but do not include an Electronic Record where the distinction between a document in writing and an Electronic Record is expressed or implied.

	(i)	The words including, include and in particular or any similar expression are to be construed without limitation.

2.1	Subject to the provisions of the Act and these Articles and, where applicable, the rules of the Designated Stock Exchange and/or any competent regulatory authority, and without prejudice to any rights attached to any existing Shares, the directors have general and unconditional authority to allot (with or without confirming rights of renunciation), issue, grant options over or otherwise deal with any unissued Shares of the Company to such persons, at such times and on such terms and conditions as they may decide, save that the directors may not allot, issue, grant options over or otherwise deal with any unissued Shares to the extent that it may affect the ability of the Company to carry out a Class B Share Conversion described at Article ‎36. No Share may be issued at a discount except in accordance with the provisions of the Act.

2.2	Without limitation to the preceding Article, the directors may so deal with the unissued Shares of the Company:

	(a)	either at a premium or at par;

	(b)	with or without preferred, deferred or other special rights or restrictions whether in regard to dividend, voting, return of capital or otherwise.

2.5	Each Share in the Company confers upon the Member:

(a)	subject to Article 34, the right to one vote at a meeting of the Members of the Company or on any resolution of Members;

(b)	the right to be redeemed on an Automatic Redemption Event in accordance with Article ‎37.2 or pursuant to either a Tender Redemption Offer or Redemption Offer in accordance with Article ‎37.5 or pursuant to an Amendment Redemption Event in accordance with Article 37.11;

(c)	a pro rata right in any dividend paid by the Company; and

(d)	subject to satisfaction of and compliance with Article ‎37, a pro rata right in the distribution of the surplus assets of the Company on its liquidation provided that in the event that the Company enters liquidation prior to or without having consummated a Business Combination then, in such circumstances, in the event any surplus assets (Residual Assets) of the Company remain following the Company having complied with its applicable obligations to redeem Public Shares and distribute the funds held in the Trust Account in respect of such redemptions pursuant to Article ‎37, the Public Shares shall not have any right to receive any share of those Residual Assets which are held outside the Trust Account and such Residual Assets shall be distributed (on a pro rata basis) only in respect of those Shares that are not Public Shares.

	(a)	subscribing or agreeing to subscribe, whether absolutely or conditionally; or

	(b)	procuring or agreeing to procure subscriptions, whether absolute or conditional

	(a)	the Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided by the Articles) any other rights in respect of any Share other than an absolute right to the entirety thereof in the holder; and

	(b)	no person other than the Member shall be recognised by the Company as having any right in a Share.

	(a)	the Members holding two thirds of the issued Shares of that class consent in writing to the variation; or

	(b)	the variation is made with the sanction of a Special Resolution passed at a separate general meeting of the Members holding the issued Shares of that class.

	(a)	the necessary quorum shall be one or more persons holding, or representing by proxy, not less than one third of the issued Shares of the class; and

	(b)	any Member holding issued Shares of the class, present in person or by proxy or, in the case of a corporate Member, by its duly authorised representative, may demand a poll.

	(a)	It shall be treated as if it were a share premium.

	(b)	Unless the Member agrees otherwise:

	(i)	if the Member holds Shares in a single class of Shares - it shall be credited to the share premium account for that class of Shares;

	(ii)	if the Member holds Shares of more than one class - it shall be credited rateably to the share premium accounts for those classes of Shares (in the proportion that the sum of the issue prices for each class of Shares that the Member holds bears to the total issue prices for all classes of Shares that the Member holds).

	(a)	the directors so determine prior to the purchase, redemption or surrender of those shares; and

	(b)	the relevant provisions of the Memorandum and Articles and the Act are otherwise complied with.

	(a)	the Company shall not be treated as a member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported exercise of such a right shall be void;

	(b)	a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining the total number of issued shares at any given time, whether for the purposes of these Articles or the Act.

2.19	Nothing in the preceding Article prevents an allotment of Shares as fully paid bonus shares in respect of a Treasury Share and Shares allotted as fully paid bonus shares in respect of a Treasury Share shall be treated as Treasury Shares.

2.20	Treasury Shares may be disposed of by the Company in accordance with the Act and otherwise on such terms and conditions as the directors determine.

3.1	The Company shall maintain or cause to be maintained the Register of Members in accordance with the Act.

3.2	The directors may determine that the Company shall maintain one or more branch registers of Members in accordance with the Act. The directors may also determine which Register of Members shall constitute the principal register and which shall constitute the branch register or registers, and to vary such determination from time to time.

3.3	The title to Public Shares may be evidenced and transferred in accordance with the laws applicable to the rules and regulations of the Designated Stock Exchange and, for these purposes, the Register of Members may be maintained in accordance with Article 40B of the Act.

4.2	Every certificate shall specify the number, class and distinguishing numbers (if any) of the Shares to which it relates and whether they are Fully Paid or partly paid up. A certificate may be executed under seal or executed in such other manner as the directors determine. All certificates surrendered to the Company for transfer shall be cancelled and, subject to the Articles, no new certificate shall be issued until the former certificate representing the same number of relevant Shares shall have been surrendered and cancelled.

4.3	Every certificate shall bear legends required under the Applicable Laws.

4.4	The Company shall not be bound to issue more than one certificate for Shares held jointly by several persons and delivery of a certificate for a Share to one joint holder shall be a sufficient delivery to all of them.

	(a)	evidence;

	(b)	indemnity;

	(c)	payment of the expenses reasonably incurred by the Company in investigating the evidence; and

	(d)	payment of a reasonable fee, if any, for issuing a replacement share certificate as the directors may determine, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate. The Company will not be responsible for any share certificate lost or delayed in the course of delivery. Share certificates shall be issued within the relevant time limit as prescribed by the Statute, if applicable, or as the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law may from time to time determine, whichever is shorter, after the allotment or, except in the case of a Share transfer which the Company is for the time being entitled to refuse to register and does not register, after lodgement of an instrument of transfer with the Company.

	(a)	either alone or jointly with any other person, whether or not that other person is a Member; and

	(b)	whether or not those moneys are presently payable.

	(a)	the sum in respect of which the lien exists is presently payable;

	(b)	the Company gives notice to the Member holding the Share (or to the person entitled to it in consequence of the death or bankruptcy of that Member) demanding payment and stating that if the notice is not complied with the Shares may be sold; and

	(c)	that sum is not paid within 14 Clear Days after that notice is deemed to be given under these Articles.

	(a)	the name of the Member concerned shall be removed from the Register of Members as the holder of those Shares; and

	(b)	that person shall deliver to the Company for cancellation the certificate for those Shares.

	(a)	if no certificate for the Shares was issued, at the date of the sale; or

	(b)	if a certificate for the Shares was issued, upon surrender to the Company of that certificate for cancellation