Technology & Telecommunication Acquisition Corp

This is the definitive proxy statement soliciting shareholder votes on the de-SPAC merger. It provides all material terms for investors to decide whether to vote for the business combination and whether to exercise redemption rights. The trust account is extremely small ($142,275.91) and the estimated redemption price (~$13.15) is well above the $10.00 IPO price. The deadline is August 20, 2026. The target is a Malaysian fintech joint venture that will depend entirely on a carve-out business from MobilityOne and a collaboration with MYISCO. The document discloses significant sponsor conflicts, including nominal cost of founder shares ($25,000 for 2,875,000 shares), sponsor loans convertible at closing, and potential purchases of public shares to reduce redemptions. The earn-out structure ties $865 million of consideration to future revenue targets. Investors should note the high concentration of insider voting power (99.7%) and the complexity of the joint venture and licensing arrangements.

The document contains no claims regarding customers, revenue projections, market sizing, strategic roadmap, technology IP, partnership agreements, ongoing litigation, or management turnover. The substantive impact is purely procedural: the deferred 10-K postpones independent audit verification, delaying shareholder review, extension negotiations, and trust disbursement modeling.

With only about 10,816 public shares remaining after the February 20, 2026 redemption and trust assets of just $142,472 at November 30, 2025, the SPAC has almost no trust cash to contribute to the deal; investor value now depends almost entirely on the stock-based merger consideration. The extension to August 20, 2026 is effectively the final deadline unless shareholders approve another change, so any proxy or closing delay raises liquidation risk, in which case public shareholders would receive only their pro-rata trust amount and warrants would expire worthless. Sponsor loans and legal fees are also accumulating against a minimal cash balance.

The extension gives the SPAC additional time to complete a deal, avoiding immediate liquidation of the trust. The minimal redemption of 105 shares out of 3,982,043 entitled to vote suggests strong shareholder support and low cash outflow from the trust, preserving trust value per share. The new deadline is August 20, 2026.

If approved, the SPAC avoids immediate liquidation and gains additional time to complete the merger; if not approved, the trust will be liquidated and public shareholders redeemed at approximately $12.92 per share. The trust holds only ~$141,084 (as of Aug 31, 2025) with 10,921 public shares outstanding, and the sponsor controls 99.7% of voting power. The extension is critical to avoid dissolution and allow the deal to proceed.

If the extension is not approved, TETEF will be forced to liquidate, returning approximately $13.36 per share (the trust value as of filing) to public shareholders. Approval is nearly assured because the sponsor (Technology & Telecommunication LLC) holds 99.7% of the voting power (3,407,500 of 3,418,421 shares). The extension gives time to hold a separate shareholder vote on the Bradbury Capital Holdings business combination. Public shareholders should consider redeeming now if they prefer cash, as the redemption price (trust value) is above the OTC Pink market price (which was redacted but noted as lower). The filing also reveals sponsor loans for extension payments convertible at $10.00 per unit.

The trust is nearly depleted with only 10,921 public shares left, implying most shareholders have already demanded redemption, signaling lack of confidence in the deal. The trust per-share value ($12.92) is above the initial $10.15 trust value, but the tiny float and low cash ($2,653) raise going-concern risk. The February 2026 deadline gives limited time to close. Non-redemption agreements show sponsor is actively trying to reduce redemptions, but the termination of the April agreement suggests some investors may have balked. The $1.1 billion consideration with heavy earn-out structure ($865M) could be dilutive. Investors should monitor whether the deal closes by February 2026 or if the SPAC liquidates.

The extension provides TETEF an additional six months until February 20, 2026, to complete a business combination. The redemption of 560,061 shares reduces the trust assets available for a future deal, potentially lowering the per-share trust value for remaining public shareholders. The filing confirms no deal is yet agreed.

Without approval, TETE will liquidate and redeem public shares at approximately $12.71 per share, ending the SPAC's pursuit of its merger with Bradbury Capital Holdings. Approval provides additional time to complete the deal but also allows redemption at this meeting, potentially further reducing the trust. The sponsor has loaned $2,817,736 for prior extensions and holds 85.65% voting power, making passage likely.

Without approval, the SPAC will liquidate and public shareholders will receive approx. $12.71 per share from the trust account (which held $7,258,933 as of May 31, 2025), while warrants expire worthless. The sponsor has already loaned $2,817,736 for past extensions, convertible into 281,773 units at $10.00. Two prior non-redemption agreements with institutional investors (Meteora Capital) will reward them with sponsor-forfeited shares upon deal close. Only 570,982 public shares remain outstanding after multiple redemption waves. The stock trades at $12.00 on OTC Pink, below the $12.71 redemption price.

Without approval, the SPAC will be forced to liquidate and redeem public shares at approximately $12.71 per share, leaving founder shares and warrants worthless. The extension allows additional time to close the pending business combination, which is critical for the SPAC to avoid dissolution. The trust value is above the $10.00 IPO price, and the sponsor has significant financial incentives to close the deal, including avoidance of loss on founder shares and private placement units.

This filing directly addresses the company's ability to survive and complete its deal. Without approval of the extension, TETE states it will be forced to liquidate its trust account, redeeming public shares at approximately $13.36 per share, and warrants would expire worthless. The trust currently holds a significant per-share value, but trading is now on OTC Pink, limiting liquidity. Approval of the extension could allow the sponsor to bridge to the business combination vote, but the filing also reveals significant prior redemptions that have reduced the public float considerably, and the sponsor's and initial shareholders' interests diverge from public shareholders as they hold founder shares and private placement units that would be worthless in a liquidation.

The SPAC is approaching its August 20, 2025 business combination deadline with limited cash ($3,227 outside trust) and a large working capital deficit. Trust per-share value is $12.71, but only 570,982 public shares remain. The merger agreement with Bradbury Capital Holdings ($1.1 billion consideration) must close soon or the SPAC will liquidate. Non-redemption agreements show sponsor efforts to preserve trust assets.

Nasdaq Staff’s termination of exchange listing immediately halts secondary market trading for TETEF, removing the standard execution venue for shareholders tracking redemption deadlines or trust distributions. Because Nasdaq controls the listing qualification framework and enforcement timeline, the delisting creates a liquidity and trade-settlement gap while the Company advances toward its redemption window, requiring shareholders to utilize direct corporate redemption procedures or OTC trading mechanisms. The filing makes no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel beyond the procedural timeline outlined by Nasdaq Staff and the Nasdaq Hearing Panel.

The extension provides TETEF with an additional 4 months to find and close a deal, pushing the final deadline to August 20, 2025. The very low redemption of only 3,561 shares (out of 3,982,043 entitled to vote) indicates strong shareholder support for the extension and suggests limited pressure on the trust per-share value.

The trust value per share is $13.36. With a deadline of August 20, 2025 (just extended from April 20, 2025), the SPAC is actively managing redemptions via non-redemption agreements to preserve its trust for the pending $1.1 billion merger with Bradbury Capital Holdings Inc. The heavy redemptions (most of the public float) and negative working capital highlight a critical need to close the deal soon or face liquidation. The non-redemption agreements directly incentivize holders not to redeem.

Second, regarding other substance, the filing contains no claims regarding customers, revenue, market size, corporate strategy, technology, partnerships, active litigation, or personnel changes. Its material significance rests entirely on the structural alteration of trust cash flows by converting potential public liquidations into sponsor-backed equity or trust-funded cash settlements, which protects the remaining trust balance and locks substantial public float during the extension vote. The documented cumulative forfeiture obligations signal escalating costs of delay that will directly compress net asset value at transaction closing. Finally, the mandatory joinders to the Letter Agreement and Registration Rights Agreement permanently impose sponsor-tier transfer restrictions and equity registration rights on the secured position, cementing a sponsor equity-dilution pattern used to maintain deal progression timelines without triggering early liquidation.

Without the extension, TETE faces liquidation, returning trust proceeds to public shareholders and causing warrants and founder shares to become worthless. The extension gives time to complete the proposed business combination with Bradbury Capital Holdings Inc., but continued redemptions reduce trust value per share. The non-redemption agreements involve sponsor forfeitures and potential cash payouts from the trust to institutional investors, which dilute or reduce trust assets for other public shareholders.

Without the extension, the SPAC would be forced to liquidate by April 20, 2025, returning trust proceeds to public shareholders and making warrants worthless. The redemption price ($12.63) exceeds the current OTC Pink closing price ($12.00), incentivizing redemptions. The sponsor has significant financial exposure (founder shares worth $34.5 million, private placement units worth $5.94 million) and would lose its entire investment if the deal fails. The company has a definitive agreement with Bradbury Capital Holdings Inc. and needs more time to hold a shareholder vote on the business combination.

This is the SPAC's fifth extension request and comes after its securities were delisted from Nasdaq on January 23, 2025. Following that delisting, TETE's Class A ordinary shares, warrants, and units began trading on the Pink Current tier of OTC Markets under symbols TETEF, TETWF, and TETUF. The trust has been drained by massive redemptions: from the original ~11.5M public shares, only 574,543 public shares remain after four prior redemption events. The SPAC has a definitive agreement with Bradbury Capital Holdings Inc. but needs additional time to hold a shareholder vote on the business combination. If the extension is not approved and the Sponsor does not fund further, the SPAC will liquidate.

The OTC delisting increases execution risk for the pending $1.1B business combination. The trust has been drawn down by redemptions, and the cash balance outside trust ($25k) is negligible. The company needs to close by April 20, 2025, or liquidate. The earn-out structure means only $235M (21%) of the $1.1B consideration is paid at closing.

The late filing creates a temporary transparency gap that postpones independent verification of the sponsor’s financial position and operational trajectory, which public shareholders typically review before executing redemption elections or approving merger proposals. Because the certified officer asserts no material operational shifts are pending and forecasts resolution shortly after the original due date, the notice signals routine accounting latency rather than liquidity strain or governance breakdown.

The extension prevents automatic liquidation and gives the SPAC additional time to complete a business combination. The non-redemption agreement reduces redemption pressure and provides a mechanism to secure investor support, but the large redemption (approx. 1.99M shares) will reduce trust assets per share.

The confirmed deadline expiration and subsequent Nasdaq removal terminate exchange-listed operations, shifting the securities to the unlisted market where liquidity, price discovery, and broker participation may contract. For investors monitoring SPAC mechanics, the missed January 14, 2025 threshold signals termination of the acquisition period without a deal, typically triggering the charter-mandated redemption and dissolution sequence rather than an ongoing merger timeline. The OTC migration under revised tickers introduces execution risk and compliance reporting changes that directly impact shareholder exit pathways before final trust distribution.

What changed: SEC Form 12b-25 Notification of Late Filing regarding the Quarterly Report on Form 10-Q for the period ended February 28, 2026. The Registrant notified the Commission that it will miss the scheduled deadline for its February 28, 2026 quarterly report, citing the need for 'additional time to complete the final review of its financial statements and other disclosures.' Pursuant to Rule 12b-25(b), the company committed to submitting the delinquent 10-Q no later than the fifth calendar day following the original due date. Why it matters: Administrative holds on quarterly financial reviews introduce procedural friction ahead of shareholder action windows, though the Registrant’s explicit denial of anticipated material shifts and its assertion that all periodic reports during the preceding 12 months were timely maintained preserve baseline compliance standing.

What changed: An 8-K Current Report (Item 5.07) documenting the submission of matters to a vote of security holders at an extraordinary general meeting. The filing reports that at a March 30, 2026 extraordinary general meeting, shareholders holding 3,407,509 of 3,418,316 outstanding Class A Ordinary Shares (representing 99.68% of the record-date float) voted 3,407,509 FOR, 0 AGAINST, and 0 ABSTAIN on seven proposals. The approved items include the reincorporation merger into PubCo, adoption of the August 2, 2023 Amended and Restated Agreement and Plan of Merger covering the business combination with Super Apps Holdings Sdn. Bhd., TETE International Inc., and Bradbury Capital Holdings Inc., a corporate name change to 'Bradbury Capital Inc.', ratification of the new Memorandum and Articles of Association, clearance of Nasdaq Listing Rules 5635(a), (b), and (d) regarding forward issuances exceeding 20%, approval of the Bradbury Capital Inc. Incentive Plan, and the election of directors Loo See Yuen, Chow Wing Loke, Alan Fung, Virginia Jaqveline Chan, and Soon Chong Seng. The registrant states that shareholders redeemed an aggregate of 1,153 ordinary shares at the meeting. Why it matters: The unanimous vote tally and zero opposition eliminate structural and governance hurdles for the business combination. The minimal redemption of 1,153 shares out of over 3.4 million outstanding shares indicates negligible outflow from the trust pool, preserving capital for the merger closing. Clearing the Nasdaq proposal ensures exchange listing validity despite anticipated share issuances, while the newly appointed five-person board and ratified equity incentive plan install the operating management required to pursue the digital payment industry strategies and market expansion plans detailed in the filing's forward-looking statements.

What changed: Definitive Proxy Statement (DEFM14A) filed by Technology & Telecommunication Acquisition Corporation (TETE) for an extraordinary general meeting of shareholders to be held on March 30, 2026, to approve a business combination with Bradbury Capital Holdings Inc. (through Super Apps Holdings Sdn. Bhd.) and related proposals, including a reincorporation merger, name change, charter amendments, Nasdaq rule approvals, an equity incentive plan, director elections, and adjournment. As of this filing (March 23, 2026), the trust account held approximately $142,275.91 as of February 23, 2026, implying a per-share redemption price of approximately $13.15. The deadline to consummate a business combination is August 20, 2026, following multiple extensions. The merger consideration is $1,100,000,000, payable as 110,000,000 newly issued PubCo ordinary shares valued at $10.00 per share, with $235,000,000 paid at closing and $865,000,000 subject to earn-out provisions (four consecutive fiscal quarters, Revenue Target $87,000,000 per quarter). PIPE investors have committed $5.0 million for 625,000 TETE ordinary shares at $8.00 per share and have indicated interest, but are not obligated, to purchase an additional $16.0 million. Public shares outstanding after redemptions total 10,816 (as of February 20, 2026). Sponsor and initial shareholders own approximately 99.7% of shares outstanding and have agreed to vote in favor. Non-redemption agreements dated January 19, 2025 and April 14, 2025 were subsequently terminated, but the obligation of the Sponsor to forfeit 150,000 and 297,952 founder shares, respectively, survives termination and those shares will be transferred at Closing. The sponsor has unsecured promissory notes totaling $4,182,211 drawn for working capital and extension payments, convertible into units at $10.00 per unit. PIPE price of $8.00 per share reflects a 20% discount to the $10.00 IPO price. Why it matters: This is the definitive proxy statement soliciting shareholder votes on the de-SPAC merger. It provides all material terms for investors to decide whether to vote for the business combination and whether to exercise redemption rights. The trust account is extremely small ($142,275.91) and the estimated redemption price (~$13.15) is well above the $10.00 IPO price. The deadline is August 20, 2026. The target is a Malaysian fintech joint venture that will depend entirely on a carve-out business from MobilityOne and a collaboration with MYISCO. The document discloses significant sponsor conflicts, including nominal cost of founder shares ($25,000 for 2,875,000 shares), sponsor loans convertible at closing, and potential purchases of public shares to reduce redemptions. The earn-out structure ties $865 million of consideration to future revenue targets. Investors should note the high concentration of insider voting power (99.7%) and the complexity of the joint venture and licensing arrangements.

What changed: This document is a routine compliance exhibit: an SEC Form 12b-25, Notification of Late Filing, formally requesting regulatory relief for Technology & Telecommunication Acquisition Corporation’s failure to timely submit its Annual Report on Form 10-K. The filing reports no modifications to the merger agreement, redemption schedule, trust account composition, or business combination timeline. Why it matters: The document contains no claims regarding customers, revenue projections, market sizing, strategic roadmap, technology IP, partnership agreements, ongoing litigation, or management turnover. The substantive impact is purely procedural: the deferred 10-K postpones independent audit verification, delaying shareholder review, extension negotiations, and trust disbursement modeling.

What changed: Annual report on Form 10-K filed with the SEC on March 9, 2026, for the fiscal year ended November 30, 2025. It is a SPAC periodic report, not a deal-closing announcement. The company reports that trust account assets fell to $142,472 at November 30, 2025, from $31,665,013 a year earlier; Class A shares subject to possible redemption fell to 10,921 from 2,568,240; and 2,557,319 Class A shares were redeemed for approximately $31,974,048 during FY2025. The balance sheet carries the 10,921 redeemable shares at $13.05 per share. After year-end, on February 20, 2026, 105 shares were redeemed at $13.15 and Charter Amendment #3 extended the business-combination deadline to August 20, 2026. The company states both non-redemption agreements with investors were terminated as of November 30, 2025, and that no non-redemption incentives were provided for the August 20, 2025 or February 20, 2026 meetings. The pending merger with Bradbury Capital Holdings Inc. is still expected to close in Q2 2026 on terms of $1,100,000,000 of consideration in 110,000,000 PubCo shares at $10.00 per share. The filing also discloses a going-concern paragraph, cash outside trust of only $340, extension loans of $2,817,736, working capital loans of $1,364,475, and contingent legal fees of approximately $1,687,000. Why it matters: With only about 10,816 public shares remaining after the February 20, 2026 redemption and trust assets of just $142,472 at November 30, 2025, the SPAC has almost no trust cash to contribute to the deal; investor value now depends almost entirely on the stock-based merger consideration. The extension to August 20, 2026 is effectively the final deadline unless shareholders approve another change, so any proxy or closing delay raises liquidation risk, in which case public shareholders would receive only their pro-rata trust amount and warrants would expire worthless. Sponsor loans and legal fees are also accumulating against a minimal cash balance.

What changed: Current Report (Form 8-K) filed to disclose shareholder vote results approving an extension of the business combination deadline and an amendment to the trust agreement. Shareholders approved an extension of the deadline to consummate a business combination by six months, from February 20, 2026 to August 20, 2026 (55 months after the IPO closing). The corresponding Investment Management Trust Agreement was amended to reflect this extension. Only 105 ordinary shares were redeemed in connection with the vote. The amended articles of association were filed with the Cayman Islands Registrar. Why it matters: The extension gives the SPAC additional time to complete a deal, avoiding immediate liquidation of the trust. The minimal redemption of 105 shares out of 3,982,043 entitled to vote suggests strong shareholder support and low cash outflow from the trust, preserving trust value per share. The new deadline is August 20, 2026.

What changed: DEF 14A definitive proxy statement soliciting shareholder votes to extend the SPAC's business combination deadline and amend the trust agreement. The SPAC seeks to extend the combination period by six months from February 20, 2026 to August 20, 2026, and amend the trust agreement accordingly, because the board believes there will not be sufficient time to hold a shareholder vote on the proposed business combination with Bradbury Capital Holdings Inc. before the current deadline. Why it matters: If approved, the SPAC avoids immediate liquidation and gains additional time to complete the merger; if not approved, the trust will be liquidated and public shareholders redeemed at approximately $12.92 per share. The trust holds only ~$141,084 (as of Aug 31, 2025) with 10,921 public shares outstanding, and the sponsor controls 99.7% of voting power. The extension is critical to avoid dissolution and allow the deal to proceed.

What changed: Preliminary proxy statement (PRE 14A) filed by Technology & Telecommunication Acquisition Corp (TETEF) to solicit shareholder approval for a six-month extension of the deadline to complete its pending business combination with Bradbury Capital Holdings Inc. TETEF seeks to amend its articles of association and trust agreement to extend the combination period from February 20, 2026 to August 20, 2026 (55 months post-IPO). This is the seventh extension request; the current termination date is February 20, 2026. The filing also includes a non-binding adjournment proposal if votes are insufficient. Redemption rights are offered to public shareholders in connection with the extension. Why it matters: If the extension is not approved, TETEF will be forced to liquidate, returning approximately $13.36 per share (the trust value as of filing) to public shareholders. Approval is nearly assured because the sponsor (Technology & Telecommunication LLC) holds 99.7% of the voting power (3,407,500 of 3,418,421 shares). The extension gives time to hold a separate shareholder vote on the Bradbury Capital Holdings business combination. Public shareholders should consider redeeming now if they prefer cash, as the redemption price (trust value) is above the OTC Pink market price (which was redacted but noted as lower). The filing also reveals sponsor loans for extension payments convertible at $10.00 per unit.

What changed: Quarterly report on Form 10-Q (unaudited) for Technology & Telecommunication Acquisition Corp (TETEF), a blank-check SPAC that has not yet completed a business combination. Trust per share increased from $12.33 (Nov 30, 2024) to $12.92 (Aug 31, 2025) as stated in the balance sheet. However, the trust account balance collapsed from $31,665,013 to $141,084 due to massive redemptions: 1,993,697 shares redeemed at ~$12.41 on Jan 20, 2025 (aggregate $24,739,496), 3,561 shares at ~$12.65 on Apr 15, 2025 ($45,060), and 560,061 shares at ~$12.84 on Aug 20, 2025 ($7,189,492). Total redemptions in the nine months were 2,557,319 shares for $31,974,048. Only 10,921 public shares remain outstanding. The deadline to complete a business combination was extended six months to February 20, 2026 (approved Aug 26, 2025). The merger agreement with Bradbury Capital Holdings remains in place; the deal is expected to close in Q4 2025 per management. Non-redemption agreements were entered on Jan 20, 2025 (150,000 sponsor shares forfeitable) and Apr 14, 2025 (53.2% of 560,061 shares forfeitable), but the latter was terminated as of Aug 31, 2025. Extension loans from sponsor total $2,817,736 outstanding; working capital loans $1,266,475. Sponsor overfunded extension fees by $297,262, payable upon deal close. Why it matters: The trust is nearly depleted with only 10,921 public shares left, implying most shareholders have already demanded redemption, signaling lack of confidence in the deal. The trust per-share value ($12.92) is above the initial $10.15 trust value, but the tiny float and low cash ($2,653) raise going-concern risk. The February 2026 deadline gives limited time to close. Non-redemption agreements show sponsor is actively trying to reduce redemptions, but the termination of the April agreement suggests some investors may have balked. The $1.1 billion consideration with heavy earn-out structure ($865M) could be dilutive. Investors should monitor whether the deal closes by February 2026 or if the SPAC liquidates.

What changed: This document is a Form 12b-25 Notification of Late Filing submitted by Technology & Telecommunication Acquisition Corporation regarding its delayed Quarterly Report on Form 10-Q for the period ended August 31, 2025. According to the Registrant, it requires additional time to complete the final review of its financial statements and other disclosures, prompting this late-filing notification. This administrative delay does not alter the stated trust/share value of $13.36, the redemption deadline of 2026-08-20, or the current DEAL_APPROVED status. Why it matters: The filing introduces a compliance lag that investors track when assessing administrative readiness ahead of redemption windows or trust distributions. The Registrant commits to delivering the Form 10-Q no later than the fifth calendar day following the prescribed due date, which temporarily suspends fresh financial disclosure without altering the existing liquidation clock. Attributed to the signing executive, the narrative points to accounting review timelines rather than operational disruption, litigation, or partner shifts.