TETEF 8-K

Technology & Telecommunication Acquisition Corp (TETEF)

8-K 2023-01-24 For: 2023-01-18

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Added on April 06, 2026

☐	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 to amend TETE’s Amended and Restated Articles of Association (the “Articles of Association”) to give the Company the right to extend the date by which it has to consummate a business combination (the “Combination Period”) up to six (6) times for an additional one (1) month each time, from January 20, 2023 to July 20, 2023 (as extended, the “Extended Date”) (i.e., for a period of time ending 18 months after the consummation of its initial public offering).		12,650,551		0		125,757

Proposal 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 up to six (6) times for an additional one (1) month each time from January 20, 2023 to the Extended Date by depositing into the Trust Account, for each one-month extension, the lesser of (a) $262,500 and (b) $0.0525 for each Class A ordinary share outstanding after giving effect to the Redemption.		12,650,551		0		125,757

Proposal to amend the Articles of Association to expand the methods that TETE may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission.		12,140,868		0		635,440

Exhibit No.		Description
3.1*		Amendment to the Amended and Restated Memorandum and Articles of Association, dated January 20, 2023
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Dated: January 24, 2023

TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION

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

Companies Act (Revised) Company Limited by Shares

	AMENDED & RESTATED memorandum of association OF TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION
(Adopted by special resolution passed on 18 January 2023)

1	The name of the Company is Technology & Telecommunication Acquisition Corporation.

2	The Company’s registered office will be situated at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands or at such other place in the Cayman Islands as the directors may at any time decide.

3	The Company’s objects are unrestricted. As provided by section 7(4) of the Companies Act (Revised), the Company has full power and authority to carry out any object not prohibited by any law of the Cayman Islands.

4	The Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided by section 27 (2) of the Companies Act (Revised), the Company has and is capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit.

5	Nothing in any of the preceding paragraphs permits the Company to carry on any of the following businesses without being duly licensed, namely:

	(a)	the business of a bank or trust company without being licensed in that behalf under the Banks and Trust Companies Act (Revised); or

	(b)	insurance business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent or broker without being licensed in that behalf under the Insurance Act (Revised); or

	(c)	the business of company management without being licensed in that behalf under the Companies Management Act (Revised).

7	The Company is a company limited by shares and accordingly the liability of each member is limited to the amount (if any) unpaid on that member’s shares.

8	The share capital of the Company is US$50,000 divided into 479,000,000 Class A Ordinary Shares of US$0.0001 each, 20,000,000 Class B Ordinary Shares of US$0.0001 and 1,000,000 preference Shares of US$0.0001 each. There is no limit on the number of shares of any class which the Company is authorised to issue. However, subject to the Companies Act (Revised) and the Company’s articles of association, the Company has power to do any one or more of the following:

	(a)	to redeem or repurchase any of its shares; and

	(b)	to increase or reduce its capital; and

	(c)	to issue any part of its capital (whether original, redeemed, increased or reduced):

	(i)	with or without any preferential, deferred, qualified or special rights, privileges or conditions; or

	(ii)	subject to any limitations or restrictions

1	Definitions, interpretation and exclusion of Table A	1
Definitions		1
Interpretation		6
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		14
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		16
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		24
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		31

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	53
Form of notices		53
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		56
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

11.2	The agenda of the annual general meeting shall be set by the directors and shall include the presentation of the Company’s annual accounts and the report of the directors (if any).

11.3	Annual general meetings shall be held in New York, USA or in such other places as the directors may determine.

11.4	All general meetings other than annual general meetings shall be called extraordinary general meetings and the Company shall specify the meeting as such in the notices calling it.

11.5	The directors may call a general meeting at any time.

11.6	If there are insufficient directors to constitute a quorum and the remaining directors are unable to agree on the appointment of additional directors, the directors must call a general meeting for the purpose of appointing additional directors.

11.7	The directors must also call a general meeting if requisitioned in the manner set out in the next two Articles.

11.8	The requisition must be in writing and given by one or more Members who together hold at least 10% of the rights to vote at such general meeting.

11.9	The requisition must also:

13.17	An instrument appointing a proxy shall be in any common form or in any other form approved by the directors.

13.18	The instrument must be in writing and signed in one of the following ways:

	(a)	by the Member; or

	(b)	by the Member’s authorised attorney; or

	(c)	if the Member is a corporation or other body corporate, under seal or signed by an authorised officer, secretary or attorney.

13.19	The directors may require the production of any evidence which they consider necessary to determine the validity of any appointment of a proxy.

13.20	A Member may revoke the appointment of a proxy at any time by notice to the Company duly signed in accordance with the Article above about signing proxies; but such revocation will not affect the validity of any acts carried out by the proxy before the directors of the Company had actual notice of the revocation.

	(i)	to the registered office of the Company; or

	(ii)	to such other place specified in the notice convening the meeting or in any form of appointment of proxy sent out by the Company in relation to the meeting.

	(i)	in the notice convening the meeting; or

	(ii)	in any form of appointment of a proxy sent out by the Company in relation to the meeting; or

	(iii)	in any invitation to appoint a proxy issued by the Company in relation to the meeting.

	(a)	if it is taken more than seven Clear Days after it is demanded, the form of appointment of a proxy and any accompanying authority (or an Electronic Record of the same) must be delivered as required under the preceding Article not less than 24 hours before the time appointed for the taking of the poll;

	(b)	but if it to be taken within seven Clear Days after it was demanded, the form of appointment of a proxy and any accompanying authority (or an Electronic Record of the same) must be e delivered as required under the preceding Article not less than two hours before the time appointed for the taking of the poll.

13.24	A proxy shall have the same voting rights at a meeting or adjourned meeting as the Member would have had except to the extent that the instrument appointing him limits those rights. Notwithstanding the appointment of a proxy, a Member may attend and vote at a meeting or adjourned meeting. If a Member votes on any resolution a vote by his proxy on the same resolution, unless in respect of different Shares, shall be invalid.

14	Number of directors

15.4	The directors shall be divided into three classes: Class I, Class II and Class III. The number of directors in each class shall be as nearly equal as possible. Immediately prior to the consummation of the IPO, the existing directors shall by resolution classify themselves as Class I, Class II or Class III directors. The Class I directors shall stand elected for a term expiring at the Company’s first annual general meeting, the Class II directors shall stand elected for a term expiring at the Company’s second annual general meeting and the Class III directors shall stand elected for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual general meeting after their election. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified.

15.5	Prior to the closing of a Business Combination, the Company may by Ordinary Resolution of the holders of the Class B Shares appoint any person to be a director or may by Ordinary Resolution of the holders of the Class B Shares remove any director. For the avoidance of doubt, prior to the closing of a Business Combination holders of Class A Shares shall have no right to vote on the appointment or removal of any director. Prior to the closing of a Business Combination, this Article may only be amended by a Special Resolution passed by holders representing at least 90% of the outstanding Class B Shares.

15.6	Subject to Article 15.4 and 15.5, the Company may by Ordinary Resolution appoint any person to be a director.

15.7	Subject to death, resignation or removal, and with the exception of those directors appointed prior to the first annual general meeting of the Company, each director shall serve a term of office that will expire at the third succeeding annual general meeting after their appointment or election.

	(a)	(following the consummation of the Business Combination but not at any time before) an Ordinary Resolution passed at a meeting of Members called for the purposes of removing the director or for purposes including the removal of the director; or

	(b)	subject to Article 15.4 and 15.5, a resolution of directors passed at a meeting of directors.

	(a)	is recommended as a director nominee by a majority of the Independent Directors; and

	(b)	is willing to act as a director,

	(a)	where two or more shareholders die in circumstances rendering it uncertain who was the last to die, a younger shareholder is deemed to have survived an older shareholder;

	(b)	if the last shareholder died leaving a will which disposes of that shareholder’s shares in the Company (whether by way of specific gift, as part of the residuary estate, or otherwise):

15.11	A remaining director may appoint a director even though there is not a quorum of directors.

15.12	No appointment can cause the number of directors to exceed the maximum; and any such appointment shall be invalid.

15.13	For so long as Shares are listed on a Designated Stock Exchange, the directors shall include at least such number of Independent Directors as Applicable Law or the rules and regulations of the Designated Stock Exchange require, subject to applicable phase-in rules of the Designated Stock Exchange.

15.14	A director may at any time resign office by giving to the Company notice in writing or, if permitted pursuant to the notice provisions, in an Electronic Record delivered in either case in accordance with those provisions.

15.15	Unless the notice specifies a different date, the director shall be deemed to have resigned on the date that the notice is delivered to the Company.

	(a)	he is prohibited by the law of the Cayman Islands from acting as a director; or

	(b)	he is made bankrupt or makes an arrangement or composition with his creditors generally; or

	(c)	in the opinion of a registered medical practitioner by whom he is being treated he becomes physically or mentally incapable of acting as a director; or

	(d)	he is made subject to any law relating to mental health or incompetence, whether by court order or otherwise;

	(e)	without the consent of the other directors, he is absent from meetings of directors for a continuous period of six months; or

	(f)	all of the other directors (being not less than two in number) determine that he should be removed as a director, either by a resolution passed by all of the other directors at a meeting of the directors duly convened and held in accordance with the Articles or by a resolution in writing signed by all of the other directors.

	(a)	by notice in writing in accordance with the notice provisions;

	(b)	if the other director has an email address, by emailing to that address a scanned copy of the notice as a PDF attachment (the PDF version being deemed to be the notice unless Article 31.7 applies), in which event notice shall be taken to be given on the date of receipt by the recipient in readable form. For the avoidance of doubt, the same email may be sent to the email address of more than one director (and to the email address of the Company pursuant to Article 16.4(c)).

16.1	Without limitation to the preceding Article, a director may appoint an alternate for a particular meeting by sending an email to his fellow directors informing them that they are to take such email as notice of such appointment for such meeting. Such appointment shall be effective without the need for a signed notice of appointment or the giving of notice to the Company in accordance with Article 16.4.

16.2	A director may revoke his appointment of an alternate at any time. No revocation shall take effect until the director has given notice of the revocation to the other directors. Such notice must be given by either of the methods specified in Article 16.2.

16.3	A notice of appointment or removal of an alternate director must also be given to the Company by any of the following methods:

	(a)	by notice in writing in accordance with the notice provisions;

	(b)	if the Company has a facsimile address for the time being, by sending by facsimile transmission to that facsimile address a facsimile copy or, otherwise, by sending by facsimile transmission to the facsimile address of the Company’s registered office a facsimile copy (in either case, the facsimile copy being deemed to be the notice unless Article 31.7 applies), in which event notice shall be taken to be given on the date of an error-free transmission report from the sender’s fax machine;

	(c)	if the Company has an email address for the time being, by emailing to that email address a scanned copy of the notice as a PDF attachment or, otherwise, by emailing to the email address provided by the Company’s registered office a scanned copy of the notice as a PDF attachment (in either case, the PDF version being deemed to be the notice unless Article 31.7 applies), in which event notice shall be taken to be given on the date of receipt by the Company or the Company’s registered office (as appropriate) in readable form; or

	(d)	if permitted pursuant to the notice provisions, in some other form of approved Electronic Record delivered in accordance with those provisions in writing.

16.5	An alternate director shall be entitled to attend and vote at any board meeting or meeting of a committee of the directors at which the appointing director is not personally present, and generally to perform all the functions of the appointing director in his absence.

16.6	For the avoidance of doubt: