TETWF 10-K
Technology & Telecommunication Acquisition Corp (TETWF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the fiscal year ended
or
For the transition period from _____________ to ________________
Commission
file number:
(Exact name of registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act:
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Securities registered pursuant to Section 12(g) of the Act: None.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐
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by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
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by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| Emerging Growth Company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ☐
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by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
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included in the filing reflect the correction of an error to previously issued financial statements.
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by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
As
of May 31, 2022, the aggregate market value of the registrant’s ordinary shares held by non-affiliates of the registrant was $
As of March 4, 2024, there were Class A ordinary shares, par value $0.0001, and Class B ordinary shares, par value $0.0001, of the Company issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION
Annual Report on Form 10-K for the Year Ended November 30, 2023
CERTAIN TERMS
References to “the Company,” “TETE,” “our,” “us” or “we” refer to Technology & Telecommunication Acquisition Corporation, a blank check company incorporated in the Cayman Islands on November 8, 2021. References to our “Sponsor” refer to Technology & Telecommunication LLC, a Cayman Islands limited liability company. References to our “IPO” refer to the initial public offering of Technology & Telecommunication Acquisition Corporation, which closed on January 20, 2022.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained in this report that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about our:
| ● | ability to complete our initial business combination; |
| ● | success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
| ● | officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements; |
| ● | potential ability to obtain additional financing to complete our initial business combination; |
| ● | pool of prospective target businesses; |
| ● | the ability of our officers and directors to generate a number of potential investment opportunities; |
| ● | potential change in control if we acquire one or more target businesses for stock; |
| ● | the potential liquidity and trading of our securities; |
| ● | the lack of a market for our securities; |
| ● | use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or |
| ● | financial performance. |
The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws and/or if and when management knows or has a reasonable basis on which to conclude that previously disclosed projections are no longer reasonably attainable.
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part I
ITEM 1. BUSINESS
Overview
TETE was incorporated as a blank check company on November 8, 2021, under the laws of the Cayman Islands, for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as a “target business.”
TETE’s amended and restated memorandum and articles of association provides that its corporate existence will cease and it will liquidate the trust account (described herein) and distribute the funds included therein to the holders of ordinary shares sold in its IPO if it does not consummate a business combination by July 20, 2023.
Offering Proceeds Held in Trust
On January 20, 2022, TETE consummated the IPO of 10,000,000 units, generating gross proceeds of $100,000,000. Simultaneously with the closing of the IPO, TETE consummated the private sale of an aggregate of 480,000 units to the Sponsor at a purchase price of $10.00 per private placement unit, generating gross proceeds to TETE in the amount of $4,800,000.
On January 20, 2022, the underwriters purchased an additional 1,500,000 units pursuant to the exercise of the underwriters’ over-allotment option. The over-allotment option units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to TETE of $15,000,000. Also, in connection with the full exercise of the over-allotment option, the Sponsor purchased an additional 52,500 private placement units at a purchase price of $10.00 per unit.
Following the closing of the IPO on January 20, 2022, an amount of $116,725,000 ($10.15 per unit) from the net proceeds of the sale of the units in the IPO and the private placement was placed in a trust account which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by TETE meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by TETE, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the trust account.
On January 18, 2023, TETE held its extraordinary meeting of shareholders. During this meeting, TETE’s shareholders approved the proposals to (i) amend 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”) up to six (6) times for an additional one (1) month each time, from January 20, 2023 to July 20, 2023; (ii) 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, and (iii) 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. On January 18, 2023, 8,373,932 Public Shares were redeemed by a number of shareholders at a price of approximately $10.31 per share, in an aggregate principal amount of $86,353,662. Following the redemptions, there were 3,126,068 TETE Class A ordinary shares outstanding. On February 21, 2023, TETE issued an unsecured promissory note to its Sponsor, in the amount of $656,747 which amount was deposited into the trust account to extend the available time to complete a business combination to February 20, 2023. The Company subsequently deposited $164,119 per month into the trust account to further extend the Combination Period to July 20, 2023.
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On July 18, 2023, TETE held an extraordinary meeting of shareholders. During this meeting, TETE’s shareholders approved the proposals to (i) amend TETE’s amended and restated articles of association in existence at that time to give TETE the right to extend the Combination Period up to twelve (12) times for an additional one (1) month each time, from July 20, 2023 to July 20, 2024; (ii) 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 twelve (12) times for an additional one (1) month each time from July 20, 2023 to July 20, 2024, by depositing into the Trust Account, for each one-month extension, the lesser of (a) $144,000 and (b) $0.045 for each Class A ordinary share outstanding, and (iii) amend the amended and restated articles of association to provide for the right of a holder of TETE Class B ordinary shares, par value $0.0001 per share, to convert into Class A ordinary shares, par value $0.0001 per share, of the Company on a one-for-one basis at any time and from time to time prior to the closing of a business combination at the election of the holder. On July 18, 2023, 149,359 Public Shares were redeemed by a number of shareholders at a price of approximately $10.89 per share, in an aggregate principal amount of $1,626,737. Following the redemptions, there were 2,976,709 Public Shares outstanding. The Company deposited $133,952 into the trust account on four occasions to extend the Combination Period from July 20, 2023 to December 30, 2023. Each extension payment is loaned to the Company by the Sponsor pursuant to a promissory note and the Company will repay the aggregate amount contributed by the Sponsor for the extensions at Closing. The loans are not interest-bearing and may be converted into Class A ordinary shares at Closing at the option of the Sponsor.
TETE Units, Public Shares, and TETE Warrants are each quoted on Nasdaq, under the symbols “TETEU,” “TETE,” and “TETEW,” respectively. Each of TETE Units consist of one ordinary share and one redeemable warrant. TETE Units commenced trading on January 20, 2022. Public Shares and TETE Warrants commenced trading on March 7, 2022.
Business Combination Activities
TETE entered into an amended and restated agreement and plan of merger, dated as of August 2, 2023 (as it may be amended from time to time, the “Merger Agreement” or “Business Combination Agreement”), which provides for a Business Combination between TETE and Bradbury Capital Holdings Inc., a Cayman Islands exempted company (“Holdings”). Pursuant to the Merger Agreement, the Business Combination will be effected in two steps: (i) TETE will reincorporate in the Cayman Islands by merging with and into TETE TECHNOLOGIES INC, a Cayman Islands exempted company and wholly owned subsidiary of TETE (“PubCo”), with PubCo remaining as the surviving publicly traded entity (the “Reincorporation Merger”); (ii) after the Reincorporation Merger, TETE INTERNATIONAL INC (“Merger Sub”), a Cayman Islands exempted company and wholly owned subsidiary of PubCo, will be merged with and into Holdings, resulting in Holdings being a wholly owned subsidiary of PubCo (the “Acquisition Merger”). The Merger Agreement is by and among TETE, PubCo, Merger Sub, Holdings, Super Apps Holdings Sdn. Bhd., a Malaysian private limited company and wholly owned subsidiary of Holdings, Technology & Telecommunication LLC, as the representative of the shareholders of TETE, and Loo See Yuen, an individual as the representative of the shareholders of Holdings.
The aggregate consideration for the Acquisition Merger is $1,100,000,000, payable in the form of 110,000,000 newly issued PubCo Ordinary Shares (the “Closing Payment Shares”) valued at $10.00 per share, of which $235,000,000 shall be paid at Closing with the remaining $865,000,000 payable subject to the earn-out provisions set forth in the Merger Agreement, to Holdings and its shareholders in accordance with the terms of the Merger Agreement. At the closing of the Acquisition Merger, the issued and outstanding shares in Holdings held by the former Holdings shareholders will be cancelled and cease to exist, in exchange for the issuance of the Closing Payment Shares, 10% of which are to be issued and held in escrow to satisfy any indemnification obligations incurred under the Merger Agreement. At the closing of the Acquisition Merger, the one fully paid share in Merger Sub held by PubCo will become one fully paid share in the surviving corporation, so that Holdings will become a wholly-owned subsidiary of PubCo. Holders of TETE ordinary shares will be asked to approve, among other things, the Merger Agreement and the other related Proposals.
The Business Combination has been approved by the boards of directors of each of TETE and Super Apps. The Business Combination will require the approval of the shareholders of TETE and Super Apps and is subject to other customary closing conditions, including a proxy statement being filed with and cleared by the U.S. Securities and Exchange Commission. The transaction is expected to close in the second quarter of 2024.
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Redemption Rights
Pursuant to TETE’s amended and restated memorandum and articles of association, TETE shareholders (except the Initial Shareholders and the officers and directors of TETE) will be entitled to redeem their Public Shares for a pro rata share of the trust account net of taxes payable.
TETE’s Initial Shareholders do not have redemption rights with respect to any TETE Shares owned by them, directly or indirectly (nor will they seek appraisal rights with respect to such ordinary shares if appraisal rights would be available to them).
Automatic Dissolution and Subsequent Liquidation of trust account if No Business Combination
If we do not consummate an initial business combination by January 20, 2023 (or July 20, 2023, if further extended), it will trigger our automatic winding up, dissolution and liquidation pursuant to the terms of TETE’s amended and restated memorandum and articles of association. As a result, this has the same effect as if we had formally gone through a voluntary liquidation procedure under the Cayman Companies Act. Accordingly, no vote would be required from our shareholders to commence such a voluntary winding up, dissolution and liquidation.
Pursuant to the terms of TETE’s amended and restated memorandum and articles of association and the trust agreement entered into between us and Continental Stock Transfer & Trust Company, LLC, in order to extend the time available for us to consummate our initial business combination, our Initial Shareholders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account, for each one-month extension $133,952 for each Class A ordinary share outstanding, on or prior to the date of the applicable deadline. Our Initial Shareholders or their affiliates or designees will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a business combination unless there are funds available outside the trust account to do so. Such notes would either be paid upon consummation of our initial business combination, or, at the lender’s discretion, converted upon consummation of our business combination into additional units at a price of $10.00 per unit, which are the same as the Private Placement Units. Our shareholders have approved the issuance of the units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of our initial business combination. If we are unable to consummate our business combination within such time period, we will, as promptly as possible but not more than ten Business Days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not necessary to pay our taxes, and then seek to liquidate and dissolve. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public shareholders. In the event of our dissolution and liquidation, the public rights will expire and will be worthless.
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The amount in the trust account under the Cayman Companies Act will be treated as share premium which is distributable under the Cayman Companies Act provided that immediately following the date on which the proposed distribution is proposed to be made, we are able to pay our debts as they fall due in the ordinary course of business. If we are forced to liquidate the trust account, we anticipate that we would distribute to our public shareholders the amount in the trust account calculated as of the date that is two days prior to the distribution date (including any accrued interest). Prior to such distribution, we would be required to assess all claims that may be potentially brought against us by our creditors for amounts they are actually owed and make provision for such amounts, as creditors take priority over our public shareholders with respect to amounts that are owed to them. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our shareholders could potentially be liable for any claims of creditors to the extent of distributions received by them as an unlawful payment in the event we enter an insolvent liquidation. Furthermore, while we will seek to have all vendors and service providers (which would include any third parties we engaged to assist us in any way in connection with our search for a target business) and prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they will execute such agreements. Nor is there any guarantee that, even if such entities execute such agreements with us, they will not seek recourse against the trust account or that a court would conclude that such agreements are legally enforceable.
Each of our Initial Shareholders and our Sponsor has agreed to waive its rights to participate in any liquidation of our trust account or other assets with respect to the Insider Shares and Private Placement Units and to vote their Insider Shares and private shares in favor of any dissolution and plan of distribution which we submit to a vote of shareholders. There will be no distribution from the trust account with respect to our warrants or rights, which will expire worthless.
If we are unable to consummate a business combination and expend all of the net proceeds of the IPO, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share distribution from the trust account would be approximately $10.27.
The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would be prior to the claims of our public shareholders. Although we will seek to have all vendors, including lenders for money borrowed, prospective target businesses or other entities we engage execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account, including but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with a claim against our assets, including the funds held in the trust account. If any third party refused to execute an agreement waiving such claims to the monies held in the trust account, we would perform an analysis of the alternatives available to us if we chose not to engage such third party and evaluate if such engagement would be in the best interest of our shareholders if such third party refused to waive such claims. Examples of possible instances where we may engage a third party that refused to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a provider of required services willing to provide the waiver. In any event, our management would perform an analysis of the alternatives available to it and would only enter into an agreement with a third party that did not execute a waiver if management believed that such third party’s engagement would be significantly more beneficial to us than any alternative. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason.
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Technology & Telecommunication LLC, our Sponsor, has agreed that, if we liquidate the trust account prior to the consummation of a business combination, it will be liable to pay debts and obligations to target businesses or vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us in excess of the net proceeds of the IPO not held in the trust account, but only to the extent necessary to ensure that such debts or obligations do not reduce the amounts in the trust account and only if such parties have not executed a waiver agreement. However, we cannot assure you that the Sponsor will be able to satisfy those obligations if it is required to do so. Accordingly, the actual per-share distribution could be less than $10.15 due to claims of creditors. Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return to our public shareholders at least $10.15 per share.
Facilities and Headquarters
We maintain our principal executive offices at C3-2-23A, Jalan 1/152, Taman OUG Parklane, Off Jalan Kelang Lama, 58200 Kuala Lumpur, Malaysia. The cost for this space is provided to us by Technology & Telecommunication LLC, as part of the $10,000 per month payment we make to it for office space and related services. We consider our current office space adequate for our current operations.
Employees
We have two executive officers. These individuals are not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they deem necessary to our affairs. The amount of time they will devote in any time period will vary based on whether a target business has been selected for the business combination and the stage of the business combination process the company is in. We expected our executive officers to devote such amount of time as they reasonably believe is necessary to our business (which could range from only a few hours a week while we are trying to locate a potential target business to a majority of their time as we move into serious negotiations with a target business for a business combination). Accordingly, as management has located a suitable target business to acquire, they are presently spending more time negotiating and processing the Business Combination than they were previously in locating and investigating target businesses. We do not intend to have any full-time employees prior to the consummation of the Business Combination.
For additional discussion of the general development of our business, see our final prospectus on Form 424B4, filed with the SEC on January 19, 2022.
ITEM 1A. RISK FACTORS
As of the date of this Annual Report on Form 10-K, there have been no material changes to the risk factors disclosed in our prospectus filed with the SEC on January 20, 2022. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. In addition to these risk factors, the Company has identified the following additional risk factors:
Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
The Company expects to incur significant costs in pursuit of its acquisition plans and will not generate any operating revenues until after the completion of its initial business combination. In addition, the Company expects to have negative cash flows from operations as it pursues an initial business combination target. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern” the Company does not currently have adequate liquidity to sustain operations, which consist solely of pursuing a Business Combination.
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The Company may raise additional capital through loans or additional investments from the Sponsor or its shareholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsor may, but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, the Company believes it will have sufficient cash to meet its needs through the earlier of consummation of a Business Combination or the deadline to complete a Business Combination pursuant to the Company’s Amended and Restated Certificate of Incorporation (unless otherwise amended by shareholders).
While the Company expects to have sufficient access to additional sources of capital if necessary, there is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. There is no assurance that the Company’s plans to raise additional capital (to the extent ultimately necessary) or to consummate a Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
As is customary for a special purpose acquisition company, if the Company is not able to consummate a Business Combination during the Combination Period, it will cease all operations and redeem the Public Shares. Management plans to continue its efforts to consummate a Business Combination during the Combination Period.
We may not be able to complete an initial business combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.
The Sponsor is controlled by Tek Che Ng, an individual who resides in and is a citizen of Malaysia. We are therefore likely considered a “foreign person” under the regulations administered by CFIUS and will continue to be considered as such in the future for so long as the Sponsor has the ability to exercise control over us for purposes of CFIUS’s regulations. As such, an initial business combination with a U.S. business may be subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If our potential initial business combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.
Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business combination. If we cannot complete our initial business combination by March 20, 2024 (or such later date that may be approved by the Company’s shareholders, such as the Extended Date) because the review process drags on beyond such timeframe or because our initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public shareholders may only receive their pro rata share of the funds in the trust account (including interest not previously released to the Company to pay its taxes), and our warrants will expire worthless. This will also cause investors to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2. PROPERTIES
We currently maintain our executive offices at C3-2-23A, Jalan 1/152, Taman OUG Parklane, Off Jalan Kelang Lama, 58200 Kuala Lumpur, Malaysia, and our telephone number is +60 1 2334 8193. The cost for this space is provided to us by Technology & Telecommunication LLC, as part of the US$10,000 per month payment we make to it for office space and related services. We consider our current office space adequate for our current operations.
ITEM 3. LEGAL PROCEEDINGS
We may be subject to legal proceedings, investigations and claims incidental to the conduct of our business from time to time. We are not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
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part II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our units began to trade on The Nasdaq Global Market, or Nasdaq, under the symbol “TETEU” on or about January 15, 2022, and the Class A ordinary shares and warrants began separate trading on Nasdaq under the symbols “TETE” and “TETEW,” respectively, on or about March 7, 2022.
Holders of Record
As of February 27, 2024, there were 6,384,209 Class A ordinary shares issued and outstanding held by approximately 2 shareholders of record and 0 Class B ordinary shares issued and outstanding held by 1 shareholder of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of ordinary shares held in the names of various security brokers, dealers, and registered clearing agencies.
Dividends
We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of an initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of our board of directors at such time. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate declaring any dividends in the foreseeable future. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
Securities Authorized for Issuance Under Equity Compensation Plans
None.
Recent Sales of Unregistered Securities
There were no unregistered securities to report which have not been previously included in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary,” “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K.
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Overview
We are a blank check company formed under the laws of the Cayman Islands on November 8, 2021. We were formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more target businesses. While our efforts to identify a target business may span many industries and regions worldwide, we focus on companies with operations in vision sensing technologies. We intend to effectuate our initial Business Combination using cash from the proceeds of our Initial Public Offering and the private placement of the Private Units, the proceeds of the sale of our shares in connection with our initial Business Combination, shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.
We expect to continue to incur significant costs in the pursuit of our initial Business Combination. We cannot assure you that our plans to complete our initial Business Combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception through November 30, 2023 were organizational activities, those necessary to prepare for our Initial Public Offering, described below, and, after our Initial Public Offering, identifying a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Accounts. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the year ended November 30, 2023, we had a net income of $179,619, which consists of interest earned on investments held of $2,024,071, partially offset by formation and operating costs of $1,844,452.
For the year ended November 30, 2022, we had a net income of $826,045, which consists of interest earned on investments held of $1,326,997, partially offset by formation and operating costs of $500,952.
Liquidity, Capital Resources and Going Concern Consideration
On January 20, 2022, we consummated our Initial Public Offering of 11,500,000 Units at a price of $10.00 per Unit, generating gross proceeds of $115,000,000. Simultaneously with the consummation of the initial public offering, we completed the private placement of an aggregate of 532,500 units to our sponsor at a purchase price of $10.00 per private placement unit, generating total gross proceeds of $5,325,000.
For the year ended November 30, 2023, cash used in operating activities was $781,376.
For the year ended November 30, 2022, cash used in operating activities was $400,965
As of November 30, 2023, we had investments of $33,749,917 held in the Trust Accounts. We intend to use substantially all of the funds held in the Trust Accounts, including any amounts representing interest earned on the Trust Accounts (less taxes paid and deferred underwriting commissions) to complete our initial business combination. We may withdraw interest to pay taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Accounts will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of November 30, 2023, we had cash of $9,917 outside of the Trust Accounts. We intend to use the funds held outside the Trust Accounts primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial business combination.
In order to fund working capital deficiencies or finance transaction costs in connection with our initial business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the Trust Accounts to repay such loaned amounts but no proceeds from our Trust Accounts would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units identical to the Placement Units, at a price of $10.00 per unit at the option of the lender.
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We do not currently believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating our initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Accounts. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
The Company is within 12 months of its mandatory liquidation as of the time of filing this 10-K. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the liquidity condition and mandatory liquidation raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate.
These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.
We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial agreements involving assets.
ITEM 7.A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
As a smaller reporting company we are not required to make disclosures under this Item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
This information appears following Item 15 of this Report and is included herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our management team carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2023. Based on this evaluation, our management team have concluded that as of November 30, 2023, our disclosure controls and procedures were not effective, due to a material weakness in our internal control related to inadequate segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for account, IT and financial reporting and record keeping. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP. Accordingly, management believes that the financial statements included in this Annual Report on Form 10-K present fairly in all material respects our financial position, results of operations and cash flows for the period presented.
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Management’s Report on Internal Controls Over Financial Reporting
As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:
| (1) | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, |
| (2) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and |
| (3) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at November 30, 2023. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial reporting as of November 30, 2023.
Management has implemented remediation steps to improve our internal control over financial reporting. Specifically, we expanded and improved our review process for complex securities and related accounting standards. We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.
This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of November 30, 2023, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of November 30, 2023, our disclosure controls and procedures were not effective.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the fiscal year ended November 30, 2023. Based on this evaluation, our principal executive officer and principal financial officer have concluded that during the period covered by this Annual Report, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective due to material weaknesses in recording of material accrued expenses. In light of the material weaknesses described above, we performed additional analysis deemed necessary to ensure that our unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Annual Report on Form 10-K present fairly in all material respects our financial position, results of operations and cash flows for the periods presented.
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A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. Notwithstanding the determination that our internal control over financial reporting was not effective, as of November 30, 2023, and that there were material weaknesses as identified in this Annual Report, we believe that our consolidated financial statements contained in this Annual Report fairly present our financial position, results of operations and cash flows for the years covered hereby in all material respects.
To respond to this material weakness, we have devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our internal control over financial reporting. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance these processes to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party service providers.
We do not expect that our disclosure controls and procedures will prevent all errors. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the year ended November 30, 2023 covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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part III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our current directors and executive officers are as follows:
| Name | Age | Position | ||
| Tek Che Ng | 68 | Chairman of the Board and Chief Executive Officer | ||
| Chow Wing Loke | 54 | Chief Financial Officer | ||
| Raghuvir Ramanadhan | 61 | Independent Director | ||
| Virginia Chan | 62 | Independent Director | ||
| Kiat Wai Du | 45 | Independent Director |
Below is a summary of the business experience of each our executive officers and directors:
Our management team is led by Tek Che Ng, our Chief Executive Officer and Chairman of the Board, and Chow Wing Loke, our Chief Financial Officer.
Tek Che Ng, Chief Executive Officer and Chairman of the Board
From August 2019, Mr. Ng served as Director of Bayan Development Sdn Bhd (formerly GE Properties Sdn Bhd), a property developing company. Mr. Ng oversees the entire operations of the Company. According to the Company’s internal cashflow projections, the total gross development value of the current project is about RM1.2 billion (approximately US$290 million).
From August 2016 to July 2019, Mr. Ng served as Executive Director of Milux Corporation Bhd, a public listed company in the KLSE Malaysia. The company is a manufacturer involving sales and services of gas cookers, electrical household appliances and related products. Mr. Ng led the Company in business and market expansion especially in overseas.
Since October 2012, Mr. Ng has served as Chairman cum Director and Shareholder of Prime Oleochemical Industries Sdn Bhd., the first Malaysia manufacturer to produce premium glycerin transparent soaps. The Company is committed to research and development, manufacturing and sales of quality transparent soaps and other personal care products. Its products are marketed all over the world. Mr. Ng led the company in business development and marketing.
From November 2012 to April 2014, Mr. Ng served as Chief Executive Officer of Mines Resort Berhad (MRB). He was responsible for the entire operations of the Company. MRB is a property conglomerate that primarily focuses on property development and investment holdings, with subsidiaries involved in diverse industries such as health, hospitality, membership, tourism and education.
From March 2004 to November 2012, Mr. Ng was principally involved, in his capacity as Group Managing Director, Nomination Committee Member and Shareholder, in the arrangement for Metronic Global Berhad (MGB) to acquire 40% share of Ariantec Sdn Bhd (ASB). ASB principal business activity is the Provision of turnkey solutions on network infrastructure and security management. ASB subsequently through merger and acquisition with Global Soft (MSC) Bhd and became ACE Market-listed entity. Thereafter, Global Soft (MSC) Bhd had changed its name to Ariantec Global Bhd.
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In 1986, Mr. Ng founded Metronic Engineering Sdn. Bhd. (MESB), an engineering services company specializing in the field of Intelligent Building Management System (IBMS) and Integrated Security Management System (ISMS). Over the years, he took MESB from a small company into one of the key players in the industry. He successfully took the company public and listing on the MESDAQ Market of Bursa Malaysia Securities Berhad in 2004 under the holding company, Metronic Global Berhad (MGB) and he was appointed as the Group Managing Director of MGB. Under his leadership, MGB grew and expanded rapidly and was subsequently transferred to the main market of Bursa Malaysia in 2007. In addition, Mr. Ng also held directorships with the following companies during the last five years: Metronic Impact Sdn Bhd from October 1993 to present; Datarich Asia Sdn Bhd from June 2013 to present; Lumayan Klik Sdn Bhd from October 2019 to present; Rimbun Berseri Sdn Bhd from September 2019 to present; A.W. Agro Management Services Sdn Bhd from November 2019 to present; Finnex Risk Management Sdn Bhd (formerly Bonus Entity Sdn Bhd) from September 2019 to present; Meeka Yogurt (M) Sdn Bhd from January 2020 to present; M Nine One Resources Sdn Bhd from May 2020 to present; Young Diet Sdn Bhd from July 2021 to present; Young Dessert Sdn Bhd (formerly Young Beverage Sdn Bhd) from July 2021 to present; Young Life Sdn Bhd from July 2021 to present; Healiving Supplies Sdn Bhd from October 2021 to present; and Mewah Binajaya Sdn Bhd from May 2019 to present.
Mr. Ng holds a Master’s in Business Administration from Charles Sturt University and a Diploma in Mechanical and Automotive Engineering from Tunku Abdul Rahman College.
Chow Wing Loke, Chief Financial Officer
From Aug 2020, Mr. Loke served as the Director of A&C Technology Waste Oil Sdn Bnd. From December 2020, he became the major shareholder and served as Managing Director & Chief Executive Officer of A&C. A&C is one of the pioneers in the waste recycling industry in Malaysia with business focus on recycling of industrial waste oil and providing wastewater treatment solutions. He is responsible for charting the corporate direction, formulate and implement business strategies as well as managing the operation of the Company.
From March 2018 to June 2020, Mr. Loke served as Chief Financial Officer of Motos America Inc. (formerly WeConnect Tech International Inc (WECT). Motos America Inc. started as an information technology, payment solution provider and e-commerce company. In 2019, Motos America Inc. venture into Oil & Gas and Green Technology by acquiring an oil & gas company, as well as exploring a transformation green & renewable energy technology. His role was managing all finance and corporate finance function of the group as well as the legal and statutory compliances to USA and SEC regulations.
From May 2008 to February 2018, Mr. Loke served as General Manager - Commercial of Autoliv Hirotako Sdn Bhd. Autoliv Hirotako is the largest automotive safety restraint system manufacturer in Malaysia. His role was in Business Development for the holding company, Sales & Marketing and Procurement for Autoliv Hirotako Group.
From Feb 2006 to April 2008, Mr. Loke served as Chief Financial Officer of Autoair Holdings Bhd. Autoair Holdings Bhd was listed on Bursa Malaysia. The company principal activities are manufacturing of automotive components for local and export markets and property development. Mr. Loke’s role was on restructuring and sustains the operation of the Group. This includes setting new corporate direction and strategies, reorganize the business model and as well as revamp business operation. In addition, Mr. Loke also held directorships with the following companies during the last five years: - WMG Resources Sdn Bhd from February 2012 till present; Mictronics (M) Sdn Bhd from February 2016 till present; Zen MD International Sdn Bhd from April 2016 till present; HQL Technology Sdn Bhd from November 2016 to May 2018; Kopitiam 95 Group Sdn Bhd from October 2020 to October 2021; Kingdom 95 Koiptiam Sdn Bhd from October 2020 to October 2021; 95 Kopitiam One Sdn Bhd from October 2020 to October 2021; 95 Kopotiam Two Sdn Bhd from October 2020 to October 2021; 95 Kopitiam Three Sdn Bhd from October 2020 to October 2021; 95 Kopitiam Four Sdn Bhd from October 2020 to October 2021; 95 Distribution Sdn Bhd from December 2020 to October 2021; and 95 Market Sdn Bhd from December 2020 to October 2021.
Mr. Loke is a Fellow Member of The Chartered Association of Certified Accountants (FCCA). He earned his professional qualification from Systematic Business School Kuala Lumpur Malaysia.
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Our Independent Directors
Raghuvir Ramanadhan, Independent Director and Member of the Audit Committee and the Compensation Committee
From November 2021, Mr. Ramanadhan has worked as Sales Director at Capgemini Singapore. Capgemini is a global leader in consulting, technology services and digital transformation. Mr. Ramanadhan’s role is to develop the regional sales of the company.
From March 2020, Mr. Ramanadhan has been the Founder Director of Fourtel Digital (a private company based in Singapore). Fourtel Digital focuses on Digital capability assessments and roadmap, operating model design and transformation, Data monetization, marketing and mobility strategy.
From August 2019 to March 2020, Mr. Ramanadhan served as General Manager of Gilat (Asia). Gilat Satellite Networks is a public company headquartered in Israel that develops and sells VSAT satellite ground stations and related equipment. Mr. Ramanadhan reorganized to improve efficiency of the client facing and support teams for effective performance and sustainable regional coverage in 4 countries.
From February 2015 to July 2019, Mr. Ramanadhan served as Director of Sales of Amdocs. Amdocs is a multinational corporation that was founded in Israel and currently headquartered in Chesterfield, Missouri, with support and development centers located worldwide. Mr. Ramanadhan was responsible for the largest Managed services deal for Amdocs ever in Asia Pacific with a follow-on DC virtualization.
From October 2011 to February 2015, Mr. Ramanadhan served as Regional Director of CSG. CSG is a company provides market-leading solutions and support. He built and skilled, ground up Sales & Support teams across Asia, resulting in breakthrough deals over $70 million to establish long term presence in varied Asian markets.
Mr. Ramanadhan earned his MBA from National University of Singapore in 2004 and Master of Science (Mathematics) from University of Mardras, India in 1986.
Virginia Chan, Independent Director and Chair of the Compensation Committee and Member of the Audit Committee
From March 2018 to present 2021, Miss Virginia Chan serves as CEO and Director of Flagship PMC Sdn Bhd. Her role is to liaise with international investors.
From January 2015 to February 2018, Miss Virginia Chan served as a Personal Assistant to the Group President at Capital Improvement Sdn Bhd. As a personal assistant, Miss Virginia Chan provides financial lead regarding joint ventures and project management consultancy to the group.
From August 2008 to December 2014, Miss Virginia Chan also served as a Financial Controller of Wood Group Kenny Sdn Bhd. Wood Group Kenny Sdn Bhd is an international energy services company with around $6 billion sales and operating in more than 50 countries. During the period, she led the accounts department for Malaysia and Indonesia operation of Wood Group Kenny Sdn Bhd.
From May 2003 to July 2008, Miss Virginia Chan also served as a Finance & Administration Manager of Pegasus Oil & Gas Consultants Sdn Bhd. Pegasus Oil & Gas Consultants is a company specializing in engineering consultancy for offshore oil & gas pipelines. She was one of the key members of the Company’s management team, and led accounts department of their Malaysia office.
From August 1996 to April 2003, Miss Virginia Chan also served as Vice President Finance & Administration of Kvaerner Pertrominco Engineering Sdn Bhd (now known as Aker Solutions). It is a company delivers integrated solutions, products and services to the global energy industry. During the period, Miss Virginia Chan was a member of Company’s Management oversaw the finance and administrative functions of the Company.
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From September 1993 to July 1996 Miss Virginia Chan also served as Consulting Manager of Wahab Khalid Consultants Sdn Bhd. Primary project was the Kuala Lumpur International Airport assistant to the Head of Finance from the Government. Miss Virginia Chan worked closely with the Head of Finance to implement and monitor the accounting and internal control systems and procedures covering fixed assets, payroll, works progress tracking. Prime point of contact for banks and financiers, external auditors and legal advisors on financial matters relating to the establishment and successful implementation of the Airport Development Project
From April 1989 to August 1993 Miss Virginia Chan served as Assistant Manager of Coopers & Lybrand (now known as PricewaterhouseCoopers - PwC) which is a multinational professional services network of firms. PwC ranks as the second-largest professional services network in the world and is considered one of the Big Four accounting firms. During Miss Virginia Chan’s period there, she managed and resuscitated ailing Companies from various industries on behalf of Banks.
From December 1981 to March 1989 Miss Virginia Chan served as Supervisor in KPMG. KPMG is a multinational professional services network, and one of the Big Four accounting organizations. During the period, Miss Virginia Chan articled and successfully obtained her professional MICPA qualification. Whilst here Miss Virginia Chan’s work spanned from conducting financial and statutory auditing, personal and corporate tax computations for clients ranging from small start-ups and individuals to major multinationals, in various industries.
Since January 2003, Miss Virginia Chan has been a member of Financial Planning Association of Malaysia (FPAM).
Since January 1989, Miss Virginia Chan also has been a member of Malaysian Institute of Certified Public Accounts (MICPA).
Kiat Wai Du, Independent Director and Chair of the Audit Committee and Member of the Compensation Committee
From May 2021, Mr. Du co-founded AQ Media Group Sdn Bnd. Invest AQ is an investor relation platform empowering entrepreneur and corporate in their capital raising exercise.
From October 2014, Mr. Du served as Non-Executive Director and Chairman of the board of directors of Vertu Capital Ltd, an investing company listed on the Standard Board of the London Stock Exchange, to acquire financial services companies around Southeast Asia region.
From October 2012, Mr. Du served as Executive Director at Managing Partner at Ingenious Wealth Management Ltd (Hong Kong). Ingenious Wealth Management Ltd (IWML) is a family office & wealth management company that manages assets and wealth of high-net-worth individuals and family business.
From July 2010 to December 2018, Mr. Du served as Non-Executive Director at V Telecoms Berhad. V Telecoms is a next generation fiber optic network infrastructure company covering Peninsular Malaysia and the region.
From December 2015, Mr. Du founded and served as Chief Executive Officer of Ingenious Haus Group. It is a boutique corporate advisory firm committed to helping entrepreneurs and midsized companies accelerate growth and create value. In December 2015, Mr. Du founded Ingenious Haus (UK) Ltd, the name of which was later changed to Ingenious Financial Group Limited in August 2021. Mr. Du has also served as a director at WD Assets Ltd. since September 2016. Mr. Du also holds the following positions: managing partner at William Du & Co since August 2021; non-executive director at RapidCloud International Plc from August 2013 to December 2017; corporate advisor at Dagang Halal Berhad from May 2014 to October 2018; director at Aries Telecoms Berhad (VTelecoms Berhad) from July 2010 to December 2018; director at Ingenious Growth Fund from December 2009 to December 2012; and deputy treasurer at TeAm from 2007 to 2009.
Mr. Du earned his Master of Business Administration and BA (Hons) Accounting from University of Hertfordshire.
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Committees of the Board of Directors
Our board of directors has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent directors.
Audit Committee
The Audit Committee, which is established in accordance with Section 3(a)(58)(A) of the Exchange Act, engages Company’s independent accountants, reviewing their independence and performance; reviews TETE’s accounting and financial reporting processes and the integrity of its financial statements; the audits of TETE’s financial statements and the appointment, compensation, qualifications, independence and performance of TETE’s independent auditors; TETE’s compliance with legal and regulatory requirements; and the performance of TETE’s internal audit function and internal control over financial reporting.
The members of the Audit Committee are Raghuvir Ramanadhan, Virginia Chan and Kiat Wai Du, each of whom is an independent director under NASDAQ’s listing standards. Kiat Wai Du is the Chairperson of the Audit Committee. The board has determined that both Kiat Wai Du qualifies as an “audit committee financial expert,” as defined under the rules and regulations of the SEC.
Compensation Committee
The Compensation Committee reviews TETE’s corporate goals and objectives relevant to the officers’ compensation, evaluates the officers’ performance in light of such goals and objectives, determines and approves the officers’ compensation level based on this evaluation; makes recommendations to the board regarding approval, disapproval, modification, or termination of existing or proposed employee benefit plans, makes recommendations to the board with respect to non-CEO and non-CFO compensation and administers TETE’s incentive-compensation plans and equity-based plans. The Compensation Committee has the authority to delegate any of its responsibilities to subcommittees as it may deem appropriate in its sole discretion. The chief executive officer of TETE may not be present during voting or deliberations of the Compensation Committee with respect to his compensation. TETE’s executive officers do not play a role in suggesting their own salaries. Neither TETE nor the Compensation Committee has engaged any compensation consultant who has a role in determining or recommending the amount or form of executive or director compensation.
Notwithstanding the foregoing, as indicated above, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effect, the consummation of a business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the Compensation Committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.
The members of the Compensation Committee are Raghuvir Ramanadhan, Virginia Chan and Kiat Wai Du, each of whom is an independent director under NASDAQ’s listing standards. Virginia Chan is the Chairperson of the Compensation Committee.
Compensation Committee Interlocks and Insider Participation
None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors.
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Director Nominations
We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605 of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Raghuvir Ramanadhan, Virginia Chan, and Kiat Wai Du. In accordance with Rule 5605 of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.
The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders). Our shareholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our amended and restated memorandum and articles of association.
We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our ordinary shares and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.
Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner.
Code of Ethics
We adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws. The code of ethics codifies the business and ethical principles that govern all aspects of our business.
ITEM 11. EXECUTIVE COMPENSATION
Employment Agreements
We have not entered into any employment agreements with our executive officers and have not made any agreements to provide benefits upon termination of employment.
Officer and Director Compensation
None of our officers has received any cash compensation for services rendered to us. Commencing on January 14, 2022, we agreed to pay our sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. No compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers and directors, or any affiliate of our sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination.
| 19 |
After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.
We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth as of March 4, 2024 the number of ordinary shares beneficially owned by (i) each person who is known by us to be the beneficial owner of more than five percent of our issued and outstanding ordinary shares (ii) each of our officers and directors; and (iii) all of our officers and directors as a group. As of March 4, 2024, we had 6,384,209 publicly-held Class A ordinary shares issued and outstanding.
Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following table does not reflect record of beneficial ownership of any ordinary shares issuable upon exercise of the warrants, as the warrants are not exercisable within 60 days of March 4, 2024.
| Name and Address of Beneficial Owner(1) | Number of Shares Beneficially Owned | Percentage of Outstanding Shares | ||||||
| Technology & Telecommunication LLC (Our Sponsor) | 3,407,500 | (2) | 53.4 | % | ||||
| Tek Che Ng (1)(2) | 3,407,500 | (3) | 53.4 | % | ||||
| Chow Wing Loke | - | - | ||||||
| Raghuvir Ramanadhan | - | - | ||||||
| Kiat Wai Du | - | - | ||||||
| Virginia Chan | - | - | ||||||
| All officers and directors as a group | ||||||||
| (5 individuals) | 3,407,500 | 53.4 | % | |||||
| Mizuho Financial Group, Inc. (3) | ||||||||
| Glazer Capital, LLC (4) | 419,044 | 14.08 | % | |||||
| Fir Tree Capital Management LP(5) | 333,156 | 9.49 | % | |||||
| Polar Asset Management Partners Inc. (6) | 254,900 | 8.6 | % | |||||
Wolverine Asset Management, LLC(7) | 336,717 | 5.27 | % | |||||
| * | Less than one percent. |
| (1) | Technology & Telecommunication LLC, our sponsor, is the record holder of the securities reported herein. Mr. Ng, or Chief Executive Officer of the company, is the manager of the sponsor and may be deemed to share beneficial ownership of the securities held of record by our sponsor. Mr. Ng disclaims any such beneficial ownership except to the extent of his pecuniary interest. The business address of each of our sponsor and the individuals listed herein is executive offices are located at C3-2-23A, Jalan 1/152, Taman OUG Parklane, Off Jalan Kelang Lama, 58200 Kuala Lumpur, Malaysia. |
| (2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares, as well as placement shares after this offering. Founder shares are convertible into Class A ordinary shares on a one-for-one basis, subject to adjustment, as described in the section of this prospectus entitled “Description of Securities.” |
| (3) | Based on a Schedule 13G filed February 13, 2024. The address of the business office of the holder is 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan. |
| (4) | Based on a Schedule 13G/A filed February 14, 2024. Paul J. Glazer is the Managing Member of Glazer Capital, LLC, and may deemed to have shared voting power over these shares. The address of the business office of the holder is 250 West 55th Street, Suite 30A, New York, New York 10019.. |
| (5) | Based on a Schedule 13G filed February 14, 2024. The address of the business office of the holder is 500 5th Avenue, 9th Floor, New York, New York 10110. |
| (6) | Based on a Schedule 13G filed February 12, 2024. The address of the business office of the holder is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6. |
| (7) | Based on a Schedule 13G filed on February 8, 2024. The address of the business office of the holder is 175 West Jackson Boulevard, Suite 340, Chicago, IL 60604. |
| 20 |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
On November 26, 2021, the Sponsor paid an aggregate of $25,000, or approximately $0.009 per unit, for the purchase of 2,875,000 Insider Shares, par value $0.0001. The number of Insider Shares issued was determined based on the expectation that such Insider Shares would represent 20% of the outstanding shares upon completion of the IPO (excluding the placement units and underlying securities). The Insider Shares (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.
On January 20, 2022, the Sponsor purchased 532,500 placement units for a purchase price of $10.00 per unit in a private placement that occurred simultaneously with the closing of the IPO. There are no redemption rights or liquidating distributions from the trust account with respect to the Insider Shares, placement shares or placement warrants, which will expire worthless if we do not consummate a business combination within the allotted 12-month period (or 18 months, if extended).
Commencing on January 14, 2022, we agreed to pay to Technology & Telecommunication LLC, the Sponsor, $10,000 per month for up to 18 months for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.
If any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.
No compensation of any kind, including finder’s and consulting fees, will be paid to the Sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers, directors or our or their respective affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.
Related Party Extensions Loan
On February 21, 2023, the Sponsor has promised to loan an amount of up to $656,474 to the Company and the full amount has been borrowed. On June 13, 2023, the Sponsor has promised to loan an amount of up to $864,000 to the Company and $864,000 has been borrowed. On August 10, 2023, the Sponsor promised to loan an amount of up to $500,000 to the Company and $133,997 has been borrowed. As of November 30, 2023, the available balance between the three loans is $2,020,474 and the Sponsor had paid an aggregate of $1,654,471 towards these loans.
| 21 |
Related Party Policy
Our board of directors has adopted an audit committee charter, providing for the review, approval and/or ratification of “related party transactions,” which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee. At its meetings, the audit committee shall be provided with the details of each new, existing or proposed related party transaction, including the terms of the transaction, any contractual restrictions that the company has already committed to, the business purpose of the transaction and the benefits of the transaction to the company and to the relevant related party. Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from voting on the approval of the related party transaction, but may, if so requested by the chairman of the committee, participate in some or all of the committee’s discussions of the related party transaction. Upon completion of its review of the related party transaction, the committee may determine to permit or to prohibit the related party transaction. An affirmative vote of a majority of the members of the audit committee, present at a meeting at which a quorum is present, will be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. Our audit committee will review on a quarterly basis all payments that were made by us to the Sponsor, officers or directors, or our or any of their affiliates.
These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of the Sponsor, officers or directors unless we, or a committee of independent directors, have obtained an opinion from either an independent investment banking firm that is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view.
Except as provided herein, no finder’s fees, reimbursements, consulting fee, monies in respect of any payment of a loan or other compensation will be paid by us to the Sponsor, officers or directors or any affiliate of the Sponsor, officers or directors prior to, for services rendered to us prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to the Sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination:
| ● | Repayment of up to an aggregate of $300,000 in loans made to us by the Sponsor to cover offering-related and organizational expenses; |
| ● | Payment to Technology & Telecommunication LLC, the Sponsor, of $10,000 per month, for up to 12 months (subject to a six-month extension), for office space, utilities and secretarial and administrative support; |
| ● | Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and |
| ● | Repayment of non-interest-bearing loans which may be made by the Sponsor or an affiliate of the Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which (other than as described above) have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination. The units would be identical to the placement units. |
Our audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers, directors or our or their affiliates.
Director Independence
Nasdaq listing standards require that a majority of our board of directors be independent. For a description of the director independence, see “- Part III, Item 10 - Directors, Executive Officers and Corporate Governance”.
| 22 |
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The firm of MaloneBailey, LLP, or MaloneBailey, acts as our independent registered public accounting firm. The following is a summary of fees paid to MaloneBailey for services rendered.
Audit Fees. For the year ended November 30, 2023 and 2022, fees for our independent registered public accounting firm were approximately $47,500 and $42,500, respectively, for the services MaloneBailey performed in connection with our Initial Public Offering and the audit of our November 30, 2022 financial statements included in this Annual Report on Form 10-K.
Audit-Related Fees. For the year ended November 30, 2023 and 2022, our independent registered public accounting firm incurred expenses of $50,000 and $-0-, respectively, assurance and related services related to the performance of the audit or review of financial statements.
Tax Fees. For the year ended November 30, 2023 and 2022, fees for our independent registered public accounting firm were approximately $0, for the services MaloneBailey performed in connection with tax compliance, tax advice and tax planning.
All Other Fees. For the year ended November 30, 2023 and 2022, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.
Pre-Approval Policy
Our audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).
part IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| (a) | The following documents are filed as part of this Form 10-K: |
| (1) | Financial Statements: |
| (2) | Financial Statement Schedules: |
None.
| (3) | Exhibits |
| 23 |
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Report of Independent Registered Public Accounting Firm PCAOB ID # |
F-2 |
| Financial Statements: | |
| Consolidated Balance Sheets | F-3 |
| Consolidated Statements of Operations | F-4 |
| Consolidated Statements of Changes in Shareholders’ Deficit | F-5 |
| Consolidated Statements of Cash Flows | F-6 |
| Notes to Consolidated Financial Statements | F-7 to F-16 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
Technology & Telecommunication Acquisition Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Technology & Telecommunication Acquisition Corporation and its subsidiary (collectively, the “Company”) as of November 30, 2023 and 2022, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern Matter
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements, the Company’s business plan is dependent on the completion of a business combination within a prescribed period of time and if not completed will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/
www.malonebailey.com
We have served as the Company’s auditor since 2021.
March 4, 2024
| F-2 |
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION
CONSOLIDATED BALANCE SHEETS
| November 30, | ||||||||
| 2023 | 2022 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Total Current Assets | ||||||||
| Cash and Marketable Securities held in trust account | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Extension loan | ||||||||
| Working capital loan | ||||||||
| Total Current Liabilities | ||||||||
| Deferred underwriter commission | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Class A ordinary shares subject to possible redemption; shares (at $ per share) as of November 30, 2023, and shares (at $ per share) as of November 30, 2022 | ||||||||
| Shareholders’ Deficit | ||||||||
| Preference Shares, $ par value; shares authorized; issued and outstanding as of November 30, 2023 and November 30, 2022 | ||||||||
| Class A ordinary shares, $ par value; shares authorized; shares issued and outstanding as of November 30, 2023 (excluding shares subject to possible redemption) and shares issued and outstanding as of November 30, 2022 (excluding shares subject to possible redemption) | ||||||||
| Class B ordinary shares, $ par value; shares authorized; -- shares issued and outstanding as of November 30, 2023 and issued and outstand as of November 30, 2022 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Shareholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Shareholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Year Ended November 30, | ||||||||
| 2023 | 2022 | |||||||
| Formation and operating costs | $ | ( | ) | $ | ( | ) | ||
| Loss from Operations | ( | ) | ( | ) | ||||
| Other Income | ||||||||
| Interest earned on marketable securities held in trust account | ||||||||
| Net Income | $ | $ | ||||||
| Weighted average number of Class A ordinary shares outstanding | ||||||||
| Basic and diluted net income per ordinary share | $ | $ | ||||||
| Weighted average number of Class B ordinary shares outstanding | ||||||||
| Basic and diluted net income per ordinary share | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE YEAR ENDED NOVEMBER 30, 2023 AND 2022
| Class A | Class B | Additional | Total | |||||||||||||||||||||||||||||
| Ordinary Shares | Ordinary Shares | Paid in | Accumulated | Subscription | Shareholders’ | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Receivable | Deficit | |||||||||||||||||||||||||
| Balances –November 30, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Cash collected on subscription receivable | — | — | ||||||||||||||||||||||||||||||
| Sale of Units in Initial Public Offering | — | |||||||||||||||||||||||||||||||
| Class A Common Stock subject to possible redemption | ( | ) | ( | ) | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Sale of Private Placement Units | — | |||||||||||||||||||||||||||||||
| Offering and Underwriting costs | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Deferred underwriting commission | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Re-classification | — | — | ( | ) | ||||||||||||||||||||||||||||
| Re-measurement for common stock to redemption amount | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net loss | — | — | ||||||||||||||||||||||||||||||
| Balances –November 30, 2022 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Re-measurement for common stock to redemption amount | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Conversion of Class B ordinary shares into Class A ordinary shares | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Additional amount deposited into trust | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||||||
| Balances –November 30, 2023 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Year Ended November 30, | ||||||||
| 2023 | 2022 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Interest earned on marketable securities held in Trust Account | ( | ) | ( | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | ( | ) | ||||||
| Accounts payable | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Investment of cash in Trust Account | ( | ) | ( | ) | ||||
| Cash withdrawn from trust in connection to redemption | ||||||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from extension loan | ||||||||
| Redemption of common stock | ( | ) | ||||||
| Proceeds from working capital loan | ||||||||
| Collection of subscription receivable | ||||||||
| Proceeds from sale of Units, net of IPO costs | ||||||||
| Proceeds from sale of private placement units | ||||||||
| Repayment of promissory note – related party | ( | ) | ||||||
| Net cash (used in) provided by financing activities | ( | ) | ||||||
| Net change in cash | ( | ) | ||||||
| Cash at the beginning of the period | ||||||||
| Cash at the end of the period | $ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Deferred underwriting fee payable | $ | $ | ||||||
| Initial Classification of Class A ordinary shares subject to redemption | $ | $ | ||||||
| Deferred offering costs paid for by Promissory note – related party | $ | $ | ||||||
| Extension funds attributable to common stock subject to redemption | $ | $ | ||||||
| Accretion of common stock subject to redemption | $ | $ | ||||||
| Conversion of Class B ordinary shares into Class A ordinary shares | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2023
Note 1 — Description of Organization and Business Operations
Technology & Telecommunication Acquisition Corporation (the “Company”) was incorporated in Cayman Islands on November 8, 2021. The Company was formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of November 30, 2023, the Company had not commenced any operations. All activity for the period from November 8, 2021 (inception) through November 30, 2023 relates to the Company’s formation and initial public offering (“Initial Public Offering”), which is described below and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected November 30 as its fiscal year end.
The
registration statement for the Company’s Initial Public Offering was declared effective on January 14, 2022. On January 20, 2022,
the Company consummated the Initial Public Offering of units (“Units” and, with respect to the ordinary shares
included in the Units being offered, the “Public Shares”), generating gross proceeds of $
The
Initial Public Offering transaction costs amounted to $
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an
aggregate of units (the “Private Placement Units”) to Technology & Telecommunication LLC (the “Sponsor”)
at a purchase price of $ per Private Placement Unit, generating gross proceeds to the Company in the amount of $
On
January 20, 2022, the underwriters purchased an additional Option Units pursuant to the exercise of the over-allotment option.
The Option Units were sold at an offering price of $ per Unit, generating additional gross proceeds to the Company of $
Following
the closing of the Initial Public Offering on January 20, 2022, an amount of $
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward
consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully.
The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market
value equal to at least
The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholders meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity”.
| F-7 |
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2023
The
Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $
If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.
Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of % of the Public Shares, without the prior consent of the Company.
The holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem % of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
If
the Company has not completed a Business Combination within 12 months (or 15 months, or 18 months, as applicable from the closing of
the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the
funds held in the Trust Account and not previously released to pay taxes (less up to $
The holders of the Founders Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($).
| F-8 |
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2023
On
February 21, 2023, the Sponsor promised to loan an amount of up to $
Subsequent
to the approval by the shareholders of the Company of the Amendment to the Company’s Amended and Restated Memorandum and Articles
of Association (the “Charter Amendment”), on January 20, 2023, the Company filed the Charter Amendment with the Registrar
of Companies in the Cayman Islands. In connection with the Charter Amendment, the Company’s shareholders elected to redeem an aggregate
of ordinary shares. Pursuant to the Charter Amendment, the Company has the right to extend the period which it has to complete
a business combination by up to six (6) times for an additional one (1) month each time from January 20, 2023 to July 20, 2023 by depositing
into its trust account, for each one-month extension, the lesser of (a) $
Subsequent
to the approval by the shareholders of the Company of the Amendment to the Company’s Amended and Restated Memorandum and Articles
of Association (the “Charter Amendment”), on July 18, 2023, Company filed the Charter Amendment with the Registrar of Companies
in the Cayman Islands. In connection with the Charter Amendment, the Company’s shareholders elected to redeem an aggregate of
ordinary shares. Pursuant to the Charter Amendment, the Company has the right to extend the period which it has to complete a business
combination by up to twelve (12) times for an additional one (1) month each time from July 20, 2023 to July 20, 2024 by depositing into
its trust account, for each one-month extension, the lesser of (a) $
Liquidity and Capital Resources
As
of November 30, 2023, the Company had approximately $
Prior
to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through the capital contribution
of $
Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
| F-9 |
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2023
Going Concern and Management’s Plan
The Company expects to incur significant costs in pursuit of its acquisition plans and will not generate any operating revenues until after the completion of its initial business combination. In addition, the Company expects to have negative cash flows from operations as it pursues an initial business combination target. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern” the Company does not currently have adequate liquidity to sustain operations, which consist solely of pursuing a Business Combination.
The Company may raise additional capital through loans or additional investments from the Sponsor or its shareholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsor may but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, the Company believes it will have sufficient cash to meet its needs through the earlier of consummation of a Business Combination or the deadline to complete a Business Combination pursuant to the Company’s Amended and Restated Certificate of Incorporation (unless otherwise amended by shareholders).
While the Company expects to have sufficient access to additional sources of capital if necessary, there is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the consolidated financial statements are issued. There is no assurance that the Company’s plans to raise additional capital (to the extent ultimately necessary) or to consummate a Business Combination will be successful or successful within the Combination Period. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
As is customary for a special purpose acquisition company, if the Company is not able to consummate a Business Combination during the Combination Period, it will cease all operations and redeem the Public Shares. Management plans to continue its efforts to consummate a Business Combination during the Combination Period.
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
| F-10 |
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2023
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The
Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash
equivalents are carried at cost, which approximates fair value. The Company had $
Marketable Securities Held in Trust Account
At
November 30, 2023 and 2022, substantially all of the assets held in the Trust Account were held in the money market. The amount of assets
held in Trust Account is $
Income Taxes
The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the consolidated financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of November 30, 2023 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
All
of the Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for
the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer
in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate
of incorporation. In accordance with ASC 480, conditionally redeemable Class A ordinary shares (including Class A ordinary shares that
feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain
events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve
the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although
the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public
shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $
As of November 30, 2023, Class A Ordinary Shares outstanding are subject to possible redemption.
| F-11 |
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2023
Concentration of Credit Risk
Financial
instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution
which, at times may exceed the Federal depository insurance coverage of $
Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.
The Company’s consolidated statements of operations include a presentation of income per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income (per ordinary share, basic and diluted, for redeemable Class A ordinary shares is calculated by dividing the net income allocable to Class A ordinary shares subject to possible redemption, by the weighted average number of redeemable Class A ordinary shares outstanding since original issuance. Net income per ordinary share, basic and diluted, for non-redeemable Class A and Class B ordinary shares is calculated by dividing net income allocable to non-redeemable ordinary shares, by the weighted average number of non-redeemable ordinary shares outstanding for the periods. Non-redeemable Class B ordinary shares include the founder shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account.
| For the Year Ended November 30, | ||||||||
| 2023 | 2022 | |||||||
| Class A ordinary shares | ||||||||
| Numerator: net income (loss) allocable to redeemable Class A ordinary shares | $ | $ | ||||||
| Denominator: weighted average number of Class A ordinary shares | ||||||||
| Basic and diluted net income (loss) per redeemable Class A ordinary share | $ | $ | ||||||
| Class B ordinary shares | ||||||||
| Numerator: net income (loss) allocable to Class B ordinary shares | $ | $ | ||||||
| Denominator: weighted average number of Class B ordinary shares | ||||||||
| Basic and diluted net income (loss) per Class B ordinary share | $ | $ | ||||||
Offering Costs Associated with the Initial Public Offering
The
Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 and SEC Staff Accounting Bulletin
(“SAB”) Topic 5A, “Expenses of Offering.” Offering costs of $
Fair Value of Financial Instruments
The Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
| F-12 |
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2023
Recent Accounting Standards
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt —Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and free-standing instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted as of inception of the Company. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements.”
Note 3 —Initial Public Offering
Pursuant
to the Initial Public Offering, the Company sold Units at a purchase price of $ per Unit generating gross proceeds to
the Company in the amount of $
Note 4 — Private Placement
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an
aggregate of units (the “Private Placement Units”) to Technology & Telecommunication, LLC (the “Sponsor”)
at a purchase price of $ per Private Placement Unit, generating gross proceeds to the Company in the amount of $
A portion of the proceeds from the Private Placement Units was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units will be worthless.
The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.
Note 5 — Related Party Transactions
Founder Shares
On
November 26, 2021, the Sponsor purchased of the Company’s Class B ordinary shares (the “Founder Shares”)
in exchange for $
Promissory Note — Related Party
On
November 26, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which
the Company may borrow up to an aggregate principal amount of up to $
During
the year end November 30, 2022, deferred offering costs paid for by the Promissory Note amounted to $
| F-13 |
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2023
Related Party Loans
In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working
Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of
a Business Combination, without interest, or, at the lender’s discretion, up to $
Administrative Support Agreement
Commencing
on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $
Extension Loan
On
February 21, 2023, the Sponsor has promised to loan an amount of up to $
Note 6 — Commitments and Contingencies
Registration Rights
The holders of the Founder Shares, Private Placement Units and warrants that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriters Agreement
The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.
The
underwriters were entitled to a cash underwriting discount of $
On
January 20, 2022, the underwriters purchased an additional Option Units pursuant to the full exercise of the over-allotment
option. The Option Units were sold at an offering price of $ per Unit, generating additional gross proceeds to the Company of $
Contingent legal Fees
For
the year ended November 30, 2023 the company has incurred approximately $
| F-14 |
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2023
Note 7 – Shareholders’ Deficit
Preference Shares — The Company is authorized to issue preference shares with a par value of $ per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. As of November 30, 2023 and 2022, there were preference shares issued or outstanding.
Class
A Ordinary Shares — Our amended and restated memorandum and articles of association authorize the Company to issue
Class A ordinary shares with a par value of $per share. Holders of the Company’s Class A ordinary shares are entitled to
one vote for each share. On January 18, 2023, TETE’s shareholders elected to redeem an aggregate of ordinary shares,
which is $
Class B Ordinary Shares — The Company is authorized to issue Class B ordinary shares with a par value of $ per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. As of November 30, 2023 and 2022, there were -- and Class B ordinary shares issued and outstanding, respectively, such that the Initial Shareholders would maintain ownership of at least % of the issued and outstanding shares after the Initial Public Offering.
Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. In connection with our initial business combination, we may enter into a shareholders’ agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of this offering.
The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the then-outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, % of the sum of the total number of all ordinary shares outstanding upon the completion of Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of Class A ordinary shares redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in a Business Combination. As of November 30, 2023, the Company has converted Class B ordinary shares to Class A ordinary shares for a par value of $.
Warrants
— Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation
of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion
of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire
The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.
The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. Notwithstanding the above, if the Class A ordinary shares is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
| F-15 |
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2023
Redemption of Warrants When the Price per Share of Class A Ordinary shares Equals or Exceeds $— Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:
| ● | in whole and not in part; | |
| ● | at
a price of $ | |
| ● | upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and | |
| ● | if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $ per share (as adjusted for share splits, share dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders. |
If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering.
Subsequent
to the approval by the shareholders of the Company of the Amendment to the Company’s Amended and Restated Memorandum and Articles
of Association (the “Charter Amendment”), on January 20, 2023, the Company filed the Charter Amendment with the Registrar
of Companies in the Cayman Islands. In connection with the Charter Amendment, the Company’s shareholders elected to redeem an aggregate
of ordinary shares. Pursuant to the Charter Amendment, the Company has the right to extend the period which it has to complete
a business combination by up to six (6) times for an additional one (1) month each time from January 20, 2023 to July 20, 2023 by depositing
into its trust account, for each one-month extension, the lesser of (a) $
Subsequent
to the approval by the shareholders of the Company of the Amendment to the Company’s Amended and Restated Memorandum and Articles
of Association (the “Charter Amendment”), on July 18, 2023, the Company filed the Charter Amendment with the Registrar of
Companies in the Cayman Islands. In connection with the Charter Amendment, the Company’s shareholders elected to redeem an aggregate
of ordinary shares. Pursuant to the Charter Amendment, the Company has the right to extend the period which it has to complete
a business combination by up to twelve (12) times for an additional one (1) month each time from July 20, 2023 to July 20, 2024 by depositing
into its trust account, for each one-month extension, the lesser of (a) $
Note 8 – Subsequent Events
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after the consolidated balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.
| F-16 |
The following exhibits are filed with this report. Exhibits which are incorporated herein by reference can be obtained from the SEC’s website at sec.gov.
| * | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION | ||
| Dated: March 4, 2024 | ||
| By: | /s/ Tek Che Ng | |
| Name: | Tek Che Ng | |
| Title: | Chief Executive Officer and Chairman | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Tek Che Ng | Chief Executive Officer and Chairman | March 4, 2024 | ||
| Tek Che Ng | (Principal Executive Officer) | |||
| /s/ Chow Wing Loke | Chief Financial Officer and Director | March 4, 2024 | ||
| Chow Wing Loke | (Principal Accounting and Financial Officer) | |||
| /s/ Raghuvir Ramanadhan | Director | March 4, 2024 | ||
| Raghuvir Ramanadhan | ||||
| /s/ Kiat Wai Du | Director | March 4, 2024 | ||
| Kiat Wai Du | ||||
| /s/ Virginia Chan | Director | March 4, 2024 | ||
| Virginia Chan |
| 25 |