TETEF merger with Bradbury Capital Holdings Inc. (Super Apps)
Bradbury Capital Holdings Inc. (Super Apps) (Malaysia)Pre-revenue: the filings show no meaningful actual revenue for the most recent reported period.
Announced 19 October 2022.
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
Effective equity counts every claim on the post-close company at $10.00 — rollover, public shares, the founder promote and the PIPE. The headline counts only the target.
- PIPE
- ≈ $5M · unsourced
- Min-cash condition
- $5M
- Sponsor promote
- 20%
- Break fee
- $0M
- Pro-forma shares
- 27.5M
- Exchange ratio
Floating: each target ordinary share converts into shares equal in value to the Merger Consideration divided by the target's fully diluted capitalization; TETE shares convert 1:1 into PubCo Ordinary Shares. In practice 23,500,000 PubCo shares are issued to Holdings shareholders at Closing at $10.00 per share.more ▾less ▴
common @ $8.00: $5.0 million of executed subscriptions for 625,000 TETE ordinary shares (the original 2022 Merger Agreement contemplated PIPE shares at $10.00). PIPE Investors, who include affiliatesmore ▾less ▴
PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is itself unsourced — a stored figure no filing we hold states — so neither the size nor the terms should be read as cited.
Of the $1,100,000,000 aggregate consideration (110,000,000 Closing Payment Shares at $10.00), only $235,000,000 (23,500,000 shares) is paid at Closing; the remaining $865,000,000 (86,500,000 shares) is subject to earn-out over four consecutive fiscal quarters after Closing. Contingent Shares per Earn-Out Quarter = 21,625,000 x (Revenue Achieved / a Revenue Target of USD $87,000,000 per quarter). 10% of the Merger Consideration is escrowed for 12 months to satisfy indemnification obligations.more ▾less ▴
Lock-up Period ” means the period commencing on the Closing Date and ending six months after the Closingmore ▾less ▴
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: Bradbury Capital Holdings Inc. (Super Apps)
from 8-KThe business actually being bought — described from SEC primary filings, with projections labelled as projections.
Bradbury Capital Holdings Inc. is a Cayman shell (incorporated 20-Jun-2023 solely for the merger) holding Super Apps Holdings Sdn Bhd, a Malaysian company (incorporated 20-Apr-2022) that the DEFM14A states plainly has NO operations and NO operating revenues before closing; its only asset is a 60% stake (acquired 29-Feb-2024, repurchasable by MobilityOne for RM1 if the deal fails) in OneShop Retail Sdn Bhd, into which AIM-listed MobilityOne will transfer a carve-out of its Malaysian e-voucher business (mobile airtime, PayTV vouchers, game credits; plus e-money, payment gateway, remittance, merchant-acquiring lines) ONLY after the business combination closes. The carve-out's combined historicals show $43.5M revenue at 4.7% gross margin with a $0.21M net loss for 1H2025 (~$94M FY2024, declining ~5%/yr) - versus the earn-out Revenue Target of $87M PER QUARTER (~$348M/yr, ~3.7x the actual run-rate) that gates $865M of the $1.1bn merger consideration; only $235M is paid at closing, and MobilityOne separately guarantees $125M annual revenue for 2026. Founders/backers: controlling shareholders are Wan Heng Chee (Malaysian citizen) and Bradbury Private Investment XVIII Inc. (Bradbury Asset Management (Hong Kong) Ltd, part of Bradbury Group); Loo See Yuen, founder/chairman/Group CEO of Bradbury Group, is CEO of Holdings and joins the PubCo board with Chow Wing Loke, Alan Fung, Virginia Jaqveline Chan and Soon Chong Seng; a Bradbury-affiliated PIPE bought 625,000 shares (~$5.0M) at $8.00 - $2.00 below the $10.00 IPO price. Growth story rests on a Collaboration Agreement with MYISCO (MyAngkasa Digital Services, tied to Malaysia's ANGKASA cooperative movement) to sell financial products to cooperative members.
Founded 2022.
The filings show no meaningful actual revenue for the most recent reported period.
Bradbury Capital Holdings Inc. (Super Apps) — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
vs 4 listed peersA price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what Bradbury Capital Holdings Inc. (Super Apps) actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
No multiple can be computed
Bradbury Capital Holdings Inc. (Super Apps) has no meaningful revenue yet, so no multiple is computable — this is priced on a story, not on financials. The deal still values it at $275.4M.
The company reports no meaningful sales yet, so there is nothing to divide the price by.
Post-dilution equity (net debt unknown).
1H2025A (OneShop Retail combined Carve-Out Business - business transfers to target only at closing) — a reported actual.
Not computable — the filings record only $43.5M of revenue and treat the company as pre-revenue — a multiple struck on a nominal figure is noise, not a valuation.
$1 of their sales costs $2.60 on the open market. Median of 4 listed companies we judged a true comparable, which individually run from 0.78× to 2.96×. Their share prices are from 14 August 2026, not today.
What qualifies the figures above
- Struck on the post-dilution value of $275.4M, not the announced $235M — new shares handed to the sponsor, warrant holders and the PIPE are part of what public buyers are really paying.
- The target's cash and debt are not in the filings we have, so this is an equity value used as a stand-in for enterprise value.
- CURR, IMXI, BTFT, TIGR, MBO.L, FISV, SELD, WU, KCG have no revenue to divide by, so they are shown but left out of the peer median.
The 13 listed companies it is measured against, and why
- EEFT0.78× revenue
Euronet's epay segment is the global-scale version of the exact business being carved out: prepaid mobile airtime and digital-voucher distribution to retail networks at thin distribution margins.
- CURRno revenue multiple
Operational comp: IT Services & Consulting (NEC) (Financials group); micro-cap ($137m); shares remittance, airtime, bhd, sdn, transfer, group with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- GRAB2.96× revenue
The listed Southeast-Asian 'super app' (payments + consumer services) that the target's name and stated ambition point at; benchmarks what a real SE-Asia super-app platform earns and is valued at.
- IMXIno revenue multiple
Operational comp: Transaction & Payment Services; small-cap ($456m); shares remittance, money, paid, payment, transfer, mobile with the target's own description; forward EV/Sales 0.8x.
- SE2.66× revenue
Sea Limited's SeaMoney is the region's scaled consumer payments/e-money business; regional consumer-fintech multiple anchor.
- BTFTno revenue multiple
Operational comp: Investment Banking & Brokerage Services (NEC); shares ipo, margin, kong, hong, holdings, ltd with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- DLO2.54× revenue
dLocal - emerging-markets payment processing pure-play; closest listed USD comp for EM payment-gateway economics the target licenses from MobilityOne.
- TIGRno revenue multiple
Operational comp: Investment Banking & Brokerage Services (NEC); small-cap ($1.7bn); shares soon, listed, margin, ltd, investment, financial with the target's own description; forward EV/Sales 0.3x.
- MBO.Lno revenue multiple
MobilityOne Limited (AIM) is the parent selling the carve-out, the revenue guarantor, licensor of the payment stack, and 40% JV partner - the single most direct comparable; GBp quote so multiples excluded.
- FISVno revenue multiple
Operational comp: Transaction & Payment Services; large-cap ($36.1bn); shares merchant, payments, acquiring, lines, payment, financial with the target's own description; forward EV/Sales 2.7x.
- SELDno revenue multiple
Operational comp: Investment Management & Fund Operators (NEC); shares ipo, margin, holdings, asset, ltd, investment with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- WUno revenue multiple
Operational comp: Transaction & Payment Services; mid-cap ($2.9bn); shares money, transfer, movement, payments, payment, retail with the target's own description; forward EV/Sales 1.0x.
- KCGno revenue multiple
Operational comp: Investment Management & Fund Operators (NEC); shares kong, hong, group, financial with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.
Earnout — the contingent shares
Shares that only vest if targets are hit. They are excluded from the effective value above because they are not equity today — but they are dilution waiting on success.
Of the $1,100,000,000 aggregate consideration (110,000,000 Closing Payment Shares at $10.00), only $235,000,000 (23,500,000 shares) is paid at Closing; the remaining $865,000,000 (86,500,000 shares) is subject to earn-out over four consecutive fiscal quarters after Closing. Contingent Shares per Earn-Out Quarter = 21,625,000 x (Revenue Achieved / a Revenue Target of USD $87,000,000 per quarter). 10% of the Merger Consideration is escrowed for 12 months to satisfy indemnification obligations.
Set against the actuals: the target is pre-revenue in its most recent reported period, so every earnout trigger sits above a base of roughly zero.
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.