TETWF 10-Q
Technology & Telecommunication Acquisition Corp (TETWF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
For the transition period from __________ to __________
Commission
File Number:
(Exact name of registrant as specified in its charter)
| N/A | ||
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
| (Address of principal executive offices) |
Registrant’s
telephone number, including area code:
(Former name or former address, if changed since last report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed 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 to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted and 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 definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| 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.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| OTC Pink | ||||
| OTC Pink | ||||
| OTC Pink |
As of April 21, 2025, there were Class A ordinary shares, par value $, and Class B ordinary shares, par value $, of the Company issued and outstanding.
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION
Quarterly Report on Form 10-Q
TABLE OF CONTENTS
| PART I - FINANCIAL INFORMATION | F-1 | |
| Item 1. | Financial Statements | F-1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 3 |
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 5 |
| Item 4. | Controls and Procedures | 5 |
| PART II - OTHER INFORMATION | 5 | |
| Item 1. | Legal Proceedings | 5 |
| Item 1A. | Risk Factors | 5 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 5 |
| Item 3. | Defaults Upon Senior Securities | 5 |
| Item 4. | Mine Safety Disclosures | 5 |
| Item 5. | Other Information | 5 |
| Item 6. | Exhibits | 5 |
| SIGNATURES | 6 | |
| 2 |
Item 1. Financial Statements
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION
UNAUDITED CONSOLIDATED BALANCE SHEETS
| February 28, | November 30, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Total Current Assets | ||||||||
| Cash and investments held in trust account | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Extension loan | ||||||||
| Working capital loan | ||||||||
| Total Current Liabilities | ||||||||
| Deferred underwriter commission | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Class A ordinary shares subject to possible redemption and shares (at $ and $ per share) as of February 28, 2025 and November 30, 2024, respectively | ||||||||
| Shareholders’ Deficit | ||||||||
| Preference Shares, $ par value; shares authorized; issued and outstanding as of February 28, 2025 and November 30, 2024 | ||||||||
| Class A ordinary shares, $ par value; shares authorized; shares issued and outstanding (excluding and shares subject to possible redemption) as of February 28, 2025 and November 30, 2024 | ||||||||
| Class B ordinary shares, $ par value; shares authorized; -- shares issued and outstanding as of February 28, 2025 and November 30, 2024 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Shareholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Shareholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-1 |
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended February 28, | For the Three Months Ended February 29, | |||||||
| 2025 | 2024 | |||||||
| Formation and operating costs | $ | ( | ) | $ | ( | ) | ||
| Loss from Operations | ( | ) | ( | ) | ||||
| Other Income | ||||||||
| Interest earned on investments held in trust account | ||||||||
| Net income | $ | $ | ||||||
| Weighted average number of Class A ordinary shares outstanding | ||||||||
| Basic and diluted net income per Class A ordinary share | $ | $ | ||||||
| Weighted average number of Class B ordinary shares outstanding | ||||||||
| Basic and diluted net income per Class B ordinary share | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements
| F-2 |
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025
| Class A | Class B | Additional | Total | |||||||||||||||||||||||||
| Ordinary Shares | Ordinary Shares | Paid in | Accumulated | Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balances –November 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Additional amount deposited into trust | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Re-measurement for common stock subject to redemption | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Balances – February 28, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
FOR THE THREE MONTHS ENDED FEBRUARY 29, 2024
Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid in | Accumulated | Total Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balances –November 30, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Re-measurement for common stock subject to redemption | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Additional amount deposited into trust | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Balance – February 29, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-3 |
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended February 28, 2025 | For the Three Months Ended February 29, 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Interest earned on investments held in Trust Account | ( | ) | ( | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| 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 | ||||||||
| Proceeds from working capital loan | ||||||||
| Redemption of common stock | ( | ) | ||||||
| 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: | ||||||||
| Extension funds attributable to common stock subject to redemption | $ | $ | ||||||
| Re-measurement for common stock subject to redemption | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-4 |
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2025
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. TETE Technologies Inc. is a Cayman Island exempted company formed on June 16, 2023. It was formed to be the surviving company in connection with a contemplated business combination. It has no principal operations or revenue producing activities.
The Company has entered into 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 the Company and Bradbury Capital Holdings Inc., a Cayman Islands exempted company (“Holdings”).
The
aggregate consideration for the Acquisition Merger is $
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, with the Company 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 the Company, will be merged with and into Holdings, resulting in Holdings being a wholly owned subsidiary of the Company (the “Acquisition Merger”).
As of February 28, 2025, the Company had not commenced any operations. All activity for the period from November 8, 2021 (inception) through February 28, 2025 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
| F-5 |
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2025
Note 1 — Description of Organization and Business Operations (Continued)
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”.
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-6 |
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2025
Note 1 — Description of Organization and Business Operations (Continued)
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) $
On
June 7, 2024, the Company held its general shareholder meeting (the “General Meeting”) and passed its vote to amend the Company’s
Amended and Restated Articles of Association (the “Articles of Association”) to give the Company the right to extend the
date it has to consummate a business combination up to seven (7) times for an additional one (1) month each time, from June 20, 2024
to January 20, 2025. The cost of this extension would be the lesser of (a) $
On June 7, 2024, the Company’s shareholders elected to redeem an aggregate of shares in connection with the General Meeting.
On January 20, 2025, the Company held an extraordinary meeting of shareholders. During this meeting, the Company’s shareholders approved the proposals to (i) amend the Company’s amended and restated articles of association in existence at that time to give TETE the right to extend the Combination Period by three (3) months from January 20, 2025 to April 20, 2025; and (ii) amend TETE’s investment management trust agreement, dated as of January 14, 2022, by and between TETE and Continental Stock Transfer & Trust Company, to allow TETE to extend the Combination Period by three (3) months from January 20, 2025 to April 20, 2025
On
January 20, 2025, Public Shares were redeemed by a number of shareholders at a price of approximately $ per share, in
an aggregate principal amount of $
Liquidity and Capital Resources
As
of February 28, 2025, 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 $
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.
Going Concern and Management’s Plan
The significant cost in pursuit of the Company’s acquisition plans and upcoming mandatory liquidation date bring if do not complete the Business Combination within the applicable time frame noted below raises substantial doubt about the Company’s ability to continue as a going concern.
| F-7 |
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2025
Note 1 — Description of Organization and Business Operations (Continued)
In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the financial statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition plans. Management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such an additional condition also raises substantial doubt about the Company’s ability to continue as a going concern. The unaudited consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
On June 7, 2024, the Company amended the following to (i) amend
and restate the articles of association in existence at that time to give TETE the right to extend the Combination Period up to seven
(7) times for an additional one (1) month each time, from June
20, 2024 to January 20, 2025; (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 seven (7)
times for an additional one (1) month each time from June 20, 2024 to January 20, 2025, by depositing into the Trust Account, for each
one-month extension, the lesser of (a) $
On January 20, 2025, 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 by three (3) months from January 20, 2025 to April 20, 2025; and (ii) amend TETE’s investment management trust agreement, dated as of January 14, 2022, by and between TETE and Continental Stock Transfer & Trust Company, to allow TETE to extend the Combination Period by three (3) months from January 20, 2025 to April 20, 2025.
Note
2 — Summary of Significant Accounting Policies
Principles of Consolidation
The Company’s unaudited consolidated financial statement includes the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended November 30, 2024, as filed with the SEC on March 17, 2025. The interim results for the three months ended February 28, 2025 are not necessarily indicative of the results to be expected for the year ending November 30, 2025 or for any future periods.
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.
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 unaudited 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.
| F-8 |
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2025
Note 2 — Summary of Significant Accounting Policies (Continued)
Use of Estimates
The preparation of unaudited 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 unaudited 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 unaudited 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 $
Cash and investments Held in Trust Account
As
of February 28, 2025 and November 30, 2024, 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 unaudited 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 unaudited 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 determined that the Cayman Islands 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 February 28, 2025 and November 30, 2024 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 considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero from inception to February 28, 2025.
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 February 28, 2025 and November 30, 2024, and , respectively of Class A Ordinary Shares outstanding are subject to
possible redemption.
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 $
| F-9 |
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2025
Note 2 — Summary of Significant Accounting Policies (Continued)
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 unaudited 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 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.
For the Three Months Ended February 28, 2025 | For the Three Months Ended February 29, 2024 | |||||||
| Class A ordinary shares | ||||||||
| Numerator: net income allocable to Class A ordinary shares | $ | $ | ||||||
| Denominator: weighted average number of Class A ordinary shares | ||||||||
| Basic and diluted net income per Class A ordinary share | $ | $ | ||||||
| Class B ordinary shares | ||||||||
| Numerator: net income allocable to Class B ordinary shares | $ | $ | ||||||
| Denominator: weighted average number of Class B ordinary shares | ||||||||
| Basic and diluted net income 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 of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
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.
The
Company’s cash and investments in trust are classified within Level 1 as these securities are traded on an active public market.
As of February 28, 2025 and November 30, 2024 the Company held $
| F-10 |
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2025
Note 2 — Summary of Significant Accounting Policies (Continued)
Recent Accounting Standards
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company decided to early adopt and there was not a significant impact as result of the adoption.
Management
does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect
on the Company’s financial statement.
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 $
The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares
until the earlier to occur of: (A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination,
(x) if the last reported sale price of the Class A ordinary shares equals or exceeds $
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-11 |
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2025
Note 5 — Related Party Transactions (Continued)
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 $
Non-Redemption Agreement
On January 20, 2025, the Company entered into a non-redemption agreement (the “Non-Redemption Agreement”) with
the Sponsor and certain institutional investors named therein (the “Investors”). The Investors have agreed
that they will not exercise their Redemption Rights, or they will rescind or reverse previously submitted redemption requests prior to
the Special Meeting. Under the terms of the Non-Redemption Agreement, if the Investors do not exercise their General Meeting, or validly
rescind previously submitted redemption requests, and if the Charter Amendment and IMTA Amendment proposals are approved, then promptly
following the consummation of the proposed business combination, the Sponsor shall forfeit shares of Company common stock (the
“Forfeited Shares”) and the Company shall issue shares of Company common stock, in the aggregate, to the Investors
(the “New Shares”), for no additional consideration. The New Shares shall be issued free and clear of any liens or
other encumbrances, other than (x) pursuant to the provisions of the letter agreement, dated January 14, 2022, by and between the Company
and the Sponsor, (y) restrictions on transfer imposed by the securities laws, and (z) any other agreement relating to the shares held
by the Sponsor entered into in connection with the proposed business combination (which shall be no less favorable or more restrictive
than what is agreed to by the Sponsor). At the Investors’ election, in lieu of receiving the New Shares, following the satisfaction
of Redemption Rights in connection with the consummation of the proposed business combination, the Company shall cause its transfer agent
to pay to the Investors directly from the Company’s trust account an amount in cash equal to the product of
On
January 29, 2025 there were shares of Class A Common Shares that were redeemed for approximately $
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 $
| F-12 |
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2025
Note 6 - Commitments and Contingencies (Continued)
Contingent legal Fees
As
of February 28, 2025 and November 30, 2024 there was approximately $
Note 7 – Shareholders’ Equity
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 February 28, 2025 and November 30, 2024, 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.
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. In November 2023 the Company converted Class B ordinary shares to Class A ordinary shares for a par value of $. There are Class B ordinary shares are outstanding as of February 28, 2025 and November 30, 2024.
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 five years after the completion of a Business Combination or earlier upon redemption or liquidation.
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-13 |
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2025
Note 7 – Shareholders’ Equity (Continued)
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) $
On
June 7, 2024, the Company held its general shareholder meeting (the “General Meeting”) and passed its vote to amend the Company’s
Amended and Restated Articles of Association (the “Articles of Association”) to give the Company the right to extend the
date it has to consummate a business combination up to seven (7) times for an additional one (1) month each time, from June 20, 2024
to January 20, 2025. The cost of this extension would be the lesser of (a) $
On
January 20, 2025 the Company shareholders elected to redeem an aggregate of ordinary shares, which is $
On January 20, 2025 Articles of Association (the “Articles of Association”) to give the Company the right to extend the date it has to consummate a business combination three months, from January 20, 2025 to April 20, 2025.
Note 8 — Segment Information
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.
The Company’s chief operating decision maker has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment.
When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews key metrics, formation and operational costs and interest earned on cash and investments held in Trust Account which include the accompanying unaudited consolidated statements of operations.
| F-14 |
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2025
Note 8 — Segment Information (Continued)
The key measures of segment profit or loss reviewed by our CODM are interest earned on cash and investments held in Trust Account and
formation and operational costs. The CODM reviews interest earned on cash and investments held in Trust Account to measure and monitor
stockholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with
the trust agreement. Formation and operational costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough
capital is available to complete a business combination within the business combination period. The CODM also reviews formation and operational
costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.
Note 9 — 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 unaudited consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after the unaudited consolidated balance sheet date up to the date that the unaudited consolidated financial statements were issued.
On April 14, 2025, Technology & Telecommunication Acquisition Corporation (“TETE” or the “Company”) entered into a non-redemption agreement (the “Non-Redemption Agreement”) with certain institutional investors named therein (the “Investors”). Pursuant to the Non-Redemption Agreement, the Investors agreed that, in connection with TETE’s extraordinary meeting of shareholders to be held on April 16, 2025, the Investors would not exercise their right to redeem public shares of TETE (the “Redemption Rights”), or they would rescind or reverse previously submitted redemption requests prior to the meeting. Under the terms of the Non-Redemption Agreement, provided the proposals were approved by the shareholders, TETE and the Sponsor agreed that, promptly following the consummation of the proposed business combination, the Sponsor shall forfeit of ordinary shares of the Company (the “Forfeited Shares”) and TETE shall issue a number of shares of the post-closing company equal to such Forfeited Shares to the Investors (the “New Shares”), for no additional consideration. The New Shares shall be issued free and clear of any liens or other encumbrances, other than (x) pursuant to the provisions of the letter agreement, dated January 14, 2022, by and between TETE and the Sponsor, (y) restrictions on transfer imposed by the securities laws, and (z) any other agreement relating to the shares held by the Sponsor entered into in connection with the proposed business combination (which shall be no less favorable or more restrictive than what is agreed to by the Sponsor). At the Investors’ election, in lieu of receiving the NRA New Shares, following the satisfaction of Redemption Rights in connection with the consummation of the proposed business combination, TETE shall cause its transfer agent to pay to the Investors directly from TETE’s trust account an amount in cash equal to the product of (i) , (ii) , and (iii) the final per-share redemption price then available to Company stockholder (the “Share Consideration Payment”). In order to receive the Share Consideration Payment, the Investors shall not redeem of the TETE publicly traded Class A shares held by the Investor at the time of the business combination redemption deadline.
On April 16, 2025, shareholders of the Company voted to extend the date by which the Company has to consummate a business combination by four (4) months from April 20, 2025 to August 20, 2025.
| F-15 |
Item 2. Management’s Discussion and Analysis of Financial Statements
References to the “Company,” “us,” “our” or “we” refer to Technology & Telecommunication Acquisition Corporation. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and related notes included herein.
Cautionary Note Regarding Forward-Looking Statements
All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q (the “Report”) including, without limitation, statements under this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward- looking statements. When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or the Company’s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward- looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this paragraph.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
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.
Proposed Business Combination
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 2025.
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 February 28, 2025 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 investments 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.
| 3 |
For the three months ended February 28, 2025, we had a net income of $67,961, which consists of interest earned on cash and investments held of $251,054, partially offset by formation and operating costs of $182,093
For the three months ended February 29, 2024, we had a net income of $220,219, which consists of interest earned on investments held of $440,409, partially offset by formation and operating costs of $220,190.
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 three months ended February 28, 2025, cash used in operating activities was $90,676.
For the three months ended February 29, 2024, cash used in operating activities was $188,792.
As of February 28, 2025, we had cash and investments of $7,227,936 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 February 28, 2025, we had cash of $16,672 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.
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-Q. 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 consolidated 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.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company we are not required to make disclosures under this Item.
Item 4. 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.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the fiscal quarter ended February 28, 2025, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this Report, our disclosure controls and procedures were not effective.
Changes in Internal Control over Financial Reporting
During the fiscal quarter ended February 28. 2025, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K, as amended, filed with the SEC on March 17, 2025. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
| * | Furnished herewith |
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
| TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION | ||
| Dated: April 21, 2025 | /s/ Tek Che Ng | |
| Name: | Tek Che Ng | |
| Title: | Chairman of the Board of Directors and | |
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Dated: April 21, 2025 | /s/ Chow Wing Loke | |
| Name: | Chow Wing Loke | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||
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