[Filing Information](index=1&type=section&id=Filing%20Information) This section provides details on the Form 10-Q filing, including the company's classification and key corporate information [Form 10-Q Details](index=1&type=section&id=Form%2010-Q%20Details) This document is a Quarterly Report on Form 10-Q for the period ended August 31, 2025, filed by Technology & Telecommunication Acquisition Corporation. The registrant is classified as a non-accelerated filer, smaller reporting company, emerging growth company, and a shell company - The report is a **Quarterly Report on Form 10-Q** for the quarterly period ended **August 31, 2025**[2](index=2&type=chunk) Registrant Classification | Classification | Status | | :---------------------- | :----- | | Large accelerated filer | ☐ | | Accelerated filer | ☐ | | Non-accelerated filer | ☒ | | Smaller reporting company | ☒ | | Emerging growth company | ☒ | | Shell company | ☒ | [Company Information](index=1&type=section&id=Company%20Information) Technology & Telecommunication Acquisition Corporation (TETE) is incorporated in the Cayman Islands. As of October 20, 2025, the company had 3,418,421 Class A ordinary shares issued and outstanding - The registrant's exact name is **TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION**, incorporated in the **Cayman Islands**[2](index=2&type=chunk) - As of **October 20, 2025**, there were **3,418,421 Class A ordinary shares**, **par value $0.0001**, issued and outstanding[5](index=5&type=chunk) [PART I - FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1 Financial Statements](index=4&type=section&id=Item%201%20Financial%20Statements) This section presents the unaudited consolidated financial statements, including balance sheets, statements of operations, statements of changes in shareholders' deficit, and statements of cash flows, along with comprehensive notes detailing the company's organization, business operations, significant accounting policies, and related party transactions [Unaudited Consolidated Balance Sheets](index=4&type=section&id=UNAUDITED%20CONSOLIDATED%20BALANCE%20SHEETS) This section presents the company's financial position, highlighting significant changes in cash, assets, liabilities, and shareholder's equity between August 2025 and November 2024 Consolidated Balance Sheet Highlights | Item | August 31, 2025 | November 30, 2024 | Change | | :-------------------------------- | :-------------- | :---------------- | :----- | | Cash | $2,653 | $25,348 | ▼ 89.5% | | Prepaid expenses | $36,563 | $56,786 | ▼ 35.6% | | Total Current Assets | $39,216 | $82,134 | ▼ 52.3% | | Cash and investments held in Trust Account | $141,084 | $31,665,013 | ▼ 99.5% | | Total Assets | $180,300 | $31,747,147 | ▼ 99.4% | | Accounts payable and accrued liabilities | $2,097,573 | $1,551,553 | ▲ 35.2% | | Extension loan | $2,817,736 | $2,766,371 | ▲ 1.9% | | Working capital loan | $1,266,475 | $1,047,000 | ▲ 21.0% | | Total current liabilities | $6,181,784 | $5,364,924 | ▲ 15.2% | | Deferred Underwriter Commission | $4,025,000 | $4,025,000 | ↔ 0.0% | | Total Liabilities | $10,206,784 | $9,389,924 | ▲ 8.7% | | Accumulated deficit | $(10,167,909) | $(9,308,131) | ▲ 9.2% | | Total Shareholder's Equity | $(10,167,568) | $(9,307,790) | ▲ 9.2% | [Unaudited Consolidated Statements of Operations](index=5&type=section&id=UNAUDITED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) This section details the company's financial performance, showing changes in operating costs, interest income, and net loss for the three and nine months ended August 31, 2025 and 2024 Consolidated Statements of Operations Highlights | Item | For the Three Months Ended August 31, 2025 | For the Three Months Ended August 31, 2024 | Change (3M YoY) | For the Nine Months Ended August 31, 2025 | For the Nine Months Ended August 31, 2024 | Change (9M YoY) | | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :-------------- | :---------------------------------------- | :---------------------------------------- | :-------------- | | Formation and operating costs | $(511,420) | $(207,983) | ▲ 145.9% | $(808,413) | $(578,848) | ▲ 39.7% | | Loss from Operations | $(511,420) | $(207,983) | ▲ 145.9% | $(808,413) | $(578,848) | ▲ 39.7% | | Interest earned on investments held in Trust Account | $71,642 | $408,457 | ▼ 82.4% | $398,754 | $1,302,964 | ▼ 69.4% | | Net (Loss) Income | $(439,778) | $200,474 | ▼ 319.4% | $(409,659) | $724,116 | ▼ 156.6% | | Basic and diluted net (loss) income per ordinary share | $(0.11) | $0.03 | ▼ 466.7% | $(0.09) | $0.12 | ▼ 175.0% | [Unaudited Consolidated Statements of Changes in Shareholders' Deficit](index=6&type=section&id=UNAUDITED%20CONSOLIDATED%20STATEMENTS%20OF%20CHANGES%20IN%20SHAREHOLDERS'%20DEFICIT) This section outlines the changes in the company's accumulated deficit and total shareholders' deficit over the reported periods Shareholders' Deficit Changes (November 30, 2024 - August 31, 2025) | Item | November 30, 2024 | August 31, 2025 | Change | | :-------------------------------- | :---------------- | :-------------- | :----- | | Accumulated Deficit | $(9,308,131) | $(10,167,909) | ▲ 9.2% | | Total Shareholders' Deficit | $(9,307,790) | $(10,167,568) | ▲ 9.2% | Shareholders' Deficit Changes (November 30, 2023 - August 31, 2024) | Item | November 30, 2023 | August 31, 2024 | Change | | :-------------------------------- | :---------------- | :-------------- | :----- | | Accumulated Deficit | $(7,137,819) | $(8,674,473) | ▲ 21.5% | | Total Shareholders' Deficit | $(7,137,478) | $(8,674,132) | ▲ 21.5% | [Unaudited Consolidated Statements of Cash Flows](index=8&type=section&id=UNAUDITED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) This section presents the company's cash inflows and outflows from operating, investing, and financing activities for the nine months ended August 31, 2025 and 2024 Consolidated Statements of Cash Flows Highlights (Nine Months Ended August 31) | Item | 2025 | 2024 | Change | | :--------------------------------------- | :----------- | :----------- | :----- | | Net cash used in operating activities | $(242,170) | $(520,384) | ▼ 53.5% | | Net cash provided by investing activities | $31,922,683 | $3,914,707 | ▲ 715.5% | | Net cash used in financing activities | $(31,703,208) | $(3,363,707) | ▲ 842.5% | | Net change in cash | $(22,695) | $30,616 | ▼ 174.1% | | Cash at end of period | $2,653 | $40,533 | ▼ 93.5% | [Note 1 - Description of Organization and Business Operations](index=9&type=section&id=Note%201%20-%20Description%20of%20Organization%20and%20Business%20Operations) This note details the company's formation as a blank check company, its proposed merger, and its current operational status and financial challenges, including going concern issues - **TETE** was incorporated in **Cayman Islands** on **November 8, 2021**, as a **blank check company** for a business combination[17](index=17&type=chunk) - The company has entered into a **Merger Agreement** with **Bradbury Capital Holdings Inc.** for an aggregate consideration of **$1.1 billion**, payable in **110 million** newly issued PubCo Ordinary Shares[18](index=18&type=chunk)[19](index=19&type=chunk) - As of **August 31, 2025**, the Company had not commenced any operations and generates non-operating income from interest on Trust Account proceeds[21](index=21&type=chunk) Share Redemptions and Trust Account Impact | Date | Shares Redeemed | Aggregate Principal Amount | Public Shares Outstanding After Redemption | | :---------------- | :-------------- | :------------------------- | :--------------------------------------- | | Jan 20, 2025 | 1,993,697 | $24,739,496 | 570,982 | | April 15, 2025 | 3,561 | $45,060 | 570,982 (implied) | | August 20, 2025 | 560,061 | $7,189,492 | 10,921 | - As of **August 31, 2025**, the Company had approximately **$2,653** of cash in its operating account and a working capital deficit of **$6,142,568**, raising **substantial doubt about its ability to continue as a going concern**[48](index=48&type=chunk)[52](index=52&type=chunk)[53](index=53&type=chunk) [Note 2 - Summary of Significant Accounting Policies](index=15&type=section&id=Note%202%20-%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the company's accounting principles, including GAAP compliance, emerging growth company status, temporary equity classification, and fair value hierarchy for cash and investments - The unaudited consolidated financial statements are prepared in accordance with **GAAP** for interim financial information and **SEC regulations**[58](index=58&type=chunk) - The Company is an **'emerging growth company'** and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[60](index=60&type=chunk)[61](index=61&type=chunk) - **Class A ordinary shares** subject to possible redemption are classified as **temporary equity** in accordance with **ASC 480**[70](index=70&type=chunk) Cash and Trust Account Balances | Item | August 31, 2025 | November 30, 2024 | | :-------------------------------- | :-------------- | :---------------- | | Cash | $2,653 | $25,348 | | Cash and investments held in Trust Account | $141,084 | $31,665,013 | - The Company's cash and investments in trust are classified within **Level 1** of the fair value hierarchy[80](index=80&type=chunk) [Note 3 - Initial Public Offering](index=18&type=section&id=Note%203%20-%20Initial%20Public%20Offering) This note describes the company's IPO, including the number of units sold, gross proceeds, and the composition of each unit - The Company sold **11.5 million Units** at a purchase price of **$10.00 per Unit** in its **Initial Public Offering**, generating gross proceeds of **$115 million**[82](index=82&type=chunk) - Each Unit consists of **one ordinary share** and **one redeemable warrant**, with each Public Warrant entitling the holder to purchase one ordinary share at an exercise price of **$11.50**[82](index=82&type=chunk) [Note 4 - Private Placement](index=18&type=section&id=Note%204%20-%20Private%20Placement) This note details the private sale of units to the Sponsor, including the proceeds generated and the transfer restrictions on Private Placement Warrants - Simultaneously with the IPO, the Company consummated the private sale of **532,500 Private Placement Units** to the Sponsor at a purchase price of **$10.00 per unit**, generating gross proceeds of **$5.325 million**[83](index=83&type=chunk) - A portion of the proceeds from the Private Placement Units was added to the Trust Account, and the **Private Placement Warrants** will not be transferable until **30 days after the completion of an Initial Business Combination**[85](index=85&type=chunk)[86](index=86&type=chunk) [Note 5 - Related Party Transactions](index=19&type=section&id=Note%205%20-%20Related%20Party%20Transactions) This note describes transactions with related parties, including Founder Shares, administrative support fees, and outstanding loans from the Sponsor - The Sponsor purchased **2,875,000 Class B ordinary shares (Founder Shares)** for **$25,000**, which are no longer subject to forfeiture due to the full exercise of the over-allotment option[87](index=87&type=chunk) Related Party Loans Outstanding | Loan Type | August 31, 2025 | November 30, 2024 | | :------------------- | :-------------- | :---------------- | | Working Capital Loans | $1,266,475 | $1,047,000 | | Extension Loans | $2,817,736 | $2,766,371 | - The Company pays the Sponsor **$10,000 per month** for administrative support, with **$430,000** accrued and unpaid as of **August 31, 2025**[90](index=90&type=chunk) - The **Non-Redemption Agreement** was terminated as of **August 31, 2025**, with **2,557,319 Class A Common Shares** redeemed for approximately **$31,974,048** during the nine months ended August 31, 2025[96](index=96&type=chunk) [Note 6 - Commitments and Contingencies](index=21&type=section&id=Note%206%20-%20Commitments%20and%20Contingencies) This note outlines the company's commitments and contingencies, including registration rights, deferred underwriter fees, and contingent legal fees related to a business combination - Holders of **Founder Shares, Private Placement Units**, and warrants from **Working Capital Loans** are entitled to registration rights[97](index=97&type=chunk) - Underwriters are entitled to a deferred fee of **$4,025,000** (if the over-allotment option was exercised in full), payable only upon completion of a Business Combination[99](index=99&type=chunk) - Contingent legal fees of approximately **$1,190,000** are payable upon completion of a Business Combination, with a minimum obligation of **$425,000** if the merger does not close[101](index=101&type=chunk) [Note 7 - Shareholders' Equity](index=22&type=section&id=Note%207%20-%20Shareholders'%20Equity) This note details the company's authorized share capital, including preference, Class A, and Class B ordinary shares, and the terms of public warrants - The Company is authorized to issue **1 million preference shares, 479 million Class A ordinary shares**, and **20 million Class B ordinary shares**[103](index=103&type=chunk)[104](index=104&type=chunk)[106](index=106&type=chunk) Class A Ordinary Shares Subject to Redemption | Date | Shares Subject to Redemption | | :---------------- | :--------------------------- | | August 31, 2025 | 10,921 | | November 30, 2024 | 2,568,240 | - All **2,875,000 Class B ordinary shares** were converted to Class A ordinary shares in **November 2023**, resulting in no Class B ordinary shares outstanding as of **August 31, 2025**[108](index=108&type=chunk) - **Public Warrants** become exercisable on the later of **30 days after a Business Combination** or **12 months from the IPO closing**, and expire **five years after a Business Combination** or earlier upon redemption or liquidation[110](index=110&type=chunk) [Note 8 - Segment Information](index=24&type=section&id=Note%208%20-%20Segment%20Information) This note clarifies that the company operates as a single segment, with the CEO overseeing overall operating results and resource allocation - The Company operates as a **single segment**, with the Chief Executive Officer (CODM) reviewing overall operating results, interest earned on trust account investments, and formation/operational costs to make resource allocation and performance assessment decisions[119](index=119&type=chunk)[121](index=121&type=chunk) [Note 9 - Subsequent Events](index=24&type=section&id=Note%209%20-%20Subsequent%20Events) This note confirms that no material subsequent events occurred between the balance sheet date and the issuance of the financial statements - 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 and found **no material subsequent events**[122](index=122&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and operational results. It reiterates the company's SPAC nature, details the proposed business combination with Bradbury Capital Holdings Inc., and discusses the financial performance, liquidity, and going concern considerations, highlighting net losses and significant cash usage for redemptions - The Company is a **blank check company** formed to effect a business combination, focusing on companies with operations in **vision sensing technologies**[127](index=127&type=chunk) - A **Business Combination Agreement** is in place with **Bradbury Capital Holdings Inc.** for an aggregate consideration of **$1.1 billion**, expected to close in the **fourth quarter of 2025**[128](index=128&type=chunk)[130](index=130&type=chunk)[131](index=131&type=chunk) Net (Loss) Income Summary | Period | Net (Loss) Income | | :--------------------------------------- | :---------------- | | Three months ended August 31, 2025 | $(439,778) | | Three months ended August 31, 2024 | $200,474 | | Nine months ended August 31, 2025 | $(409,659) | | Nine months ended August 31, 2024 | $724,116 | - The company faces **substantial doubt about its ability to continue as a going concern** due to liquidity conditions and the mandatory liquidation date if the Business Combination is not consummated[143](index=143&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, the registrant is not required to provide disclosures under this item - As a **smaller reporting company**, the Company is not required to make disclosures under this Item[146](index=146&type=chunk) [Item 4. Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of August 31, 2025. No material changes in internal control over financial reporting occurred during the fiscal quarter - Management concluded that the Company's **disclosure controls and procedures were not effective** as of the fiscal quarter ended **August 31, 2025**[148](index=148&type=chunk) - During the fiscal quarter ended **August 31, 2025**, there has been **no material change in internal control over financial reporting**[149](index=149&type=chunk) [PART II - OTHER INFORMATION](index=29&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1 Legal Proceedings](index=29&type=section&id=Item%201%20Legal%20Proceedings) There are no legal proceedings to report - There are **no legal proceedings** to report[151](index=151&type=chunk) [Item 1A. Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the risk factors previously disclosed in the Annual Report on Form 10-K were identified as of the date of this Quarterly Report - As of the date of this Quarterly Report on Form 10-Q, there have been **no material changes to the risk factors** disclosed in the Annual Report on Form 10-K[152](index=152&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=29&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There are no unregistered sales of equity securities or use of proceeds to report - There are **no unregistered sales of equity securities and use of proceeds** to report[153](index=153&type=chunk) [Item 3 .Defaults Upon Senior Securities](index=29&type=section&id=Item%203%20.Defaults%20Upon%20Senior%20Securities) There are no defaults upon senior securities to report - There are **no defaults upon senior securities** to report[154](index=154&type=chunk) [Item 4. Mine Safety Disclosures](index=29&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) There are no mine safety disclosures to report - There are **no mine safety disclosures** to report[155](index=155&type=chunk) [Item 5. Other Information](index=29&type=section&id=Item%205.%20Other%20Information) There is no other information to report - There is **no other information** to report[156](index=156&type=chunk) [Item 6. Exhibits](index=29&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications from the Principal Executive Officer and Principal Financial Officer, and Inline XBRL documents List of Exhibits | Exhibit Number | Description | | :------------- | :---------- | | 31.1 | Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002 | | 31.2 | Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002 | | 32.1* | Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 | | 32.2* | Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 | | 101.INS | Inline XBRL Instance Document | | 101.SCH | Inline XBRL Taxonomy Extension Schema Document | | 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | | 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | | 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | [SIGNATURES](index=30&type=section&id=SIGNATURES) This section contains the official signatures for the report, dated October 21, 2025, by the Chairman/CEO and CFO [Signatures](index=30&type=section&id=Signatures) The report was signed on October 21, 2025, by Tek Che Ng, Chairman of the Board of Directors and Chief Executive Officer, and Chow Wing Loke, Chief Financial Officer - The report was signed on **October 21, 2025**, by **Tek Che Ng** (Chairman of the Board of Directors and Chief Executive Officer) and **Chow Wing Loke** (Chief Financial Officer)[159](index=159&type=chunk)

PART I - FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Unaudited statements show decreased assets from redemptions, a Q2 net loss, and a going concern warning [Unaudited Consolidated Balance Sheets](index=4&type=section&id=Unaudited%20Consolidated%20Balance%20Sheets) Total assets fell to $7.3 million from $31.7 million due to share redemptions, increasing the shareholders' deficit Consolidated Balance Sheet Highlights (Unaudited) | Account | May 31, 2025 | November 30, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $3,227 | $25,348 | | Cash and investments held in trust account | $7,258,933 | $31,665,013 | | **Total Assets** | **$7,308,391** | **$31,747,147** | | **Liabilities & Shareholders' Deficit** | | | | Total Current Liabilities | $5,680,606 | $5,364,924 | | Total Liabilities | $9,705,606 | $9,389,924 | | Total Shareholders' Deficit | ($9,656,148) | ($9,307,790) | - The number of Class A ordinary shares subject to possible redemption decreased from **2,568,240** to **570,982**, with the value decreasing from **$31.7 million** to **$7.3 million**[8](index=8&type=chunk) [Unaudited Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Operations) The company shifted to a net loss in Q2 2025 from a net income in Q2 2024 due to lower interest income Consolidated Statements of Operations Highlights (Unaudited) | Period | Metric | 2025 | 2024 | | :--- | :--- | :--- | :--- | | **Three Months Ended May 31** | Loss from Operations | ($113,900) | ($150,675) | | | Interest Earned on Trust | $76,058 | $454,098 | | | **Net (Loss) Income** | **($37,842)** | **$303,423** | | | Basic and diluted EPS | ($0.01) | $0.05 | | **Six Months Ended May 31** | Loss from Operations | ($296,993) | ($370,865) | | | Interest Earned on Trust | $327,112 | $894,507 | | | **Net Income** | **$30,119** | **$523,642** | | | Basic and diluted EPS | $0.01 | $0.08 | [Unaudited Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Cash%20Flows) Cash flows show significant outflows for share redemptions, reducing the period-end cash balance to $3,227 Cash Flow Summary for Six Months Ended May 31 (Unaudited) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | ($184,096) | ($356,717) | | Net cash provided by (used in) investing activities | $24,733,192 | ($803,712) | | Net cash (used in) provided by financing activities | ($24,571,217) | $1,154,712 | | **Net change in cash** | **($22,121)** | **($5,717)** | | **Cash at the end of the period** | **$3,227** | **$4,200** | - A significant non-cash activity was the re-measurement for common stock subject to redemption, amounting to **$327,112** in the first six months of 2025[16](index=16&type=chunk) [Notes to Unaudited Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) Notes detail the pending $1.1 billion business combination, deadline extensions, sponsor loans, and a going concern warning - The company is a Cayman Islands incorporated SPAC with all activity related to its formation, IPO, and search for a target business combination[18](index=18&type=chunk)[22](index=22&type=chunk) - The company has entered into a merger agreement with Bradbury Capital Holdings Inc for an aggregate consideration of **$1.1 billion**, payable in shares[19](index=19&type=chunk)[20](index=20&type=chunk) - Management has determined that the company's limited liquidity and upcoming mandatory liquidation date raise **substantial doubt about its ability to continue as a going concern**[50](index=50&type=chunk)[52](index=52&type=chunk) - The deadline to consummate a business combination has been extended multiple times, with the current deadline being **August 20, 2025**[46](index=46&type=chunk)[55](index=55&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) MD&A details the proposed $1.1 billion merger, operational results, liquidity issues, and a going concern warning - The company is a blank check company focused on acquiring businesses in the **vision sensing technologies sector**[130](index=130&type=chunk) - The proposed business combination with Bradbury Capital Holdings Inc has an aggregate consideration of **$1.1 billion** and is expected to close in the second quarter of 2025[131](index=131&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk) Results of Operations Comparison | Period | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | :--- | | Three Months Ended May 31 | Net (Loss) Income | ($37,842) | $303,423 | | Six Months Ended May 31 | Net Income | $30,119 | $523,642 | - As of May 31, 2025, the company had only **$3,227 in cash** outside the trust account and faces a **going concern issue** due to its mandatory liquidation deadline[142](index=142&type=chunk)[145](index=145&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, it is not required to provide disclosures for this item - As a smaller reporting company, the company is **not required to make disclosures** under this item[149](index=149&type=chunk) [Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective as of May 31, 2025 - Based on an evaluation as of May 31, 2025, the principal executive and financial officers concluded that the company's disclosure controls and procedures were **not effective**[151](index=151&type=chunk) - There were **no material changes** in internal control over financial reporting during the fiscal quarter ended May 31, 2025[152](index=152&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - The company has **no legal proceedings** to report[154](index=154&type=chunk) [Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred to the risk factors previously disclosed in the company's Annual Report - **No material changes** have occurred to the risk factors disclosed in the Annual Report on Form 10-K filed on March 17, 2025[155](index=155&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities or use of proceeds - **None reported**[156](index=156&type=chunk) [Defaults Upon Senior Securities](index=31&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - **None reported**[157](index=157&type=chunk) [Mine Safety Disclosures](index=31&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports no mine safety disclosures - **None reported**[158](index=158&type=chunk) [Other Information](index=31&type=section&id=Item%205.%20Other%20Information) The company reports no other information - **None reported**[159](index=159&type=chunk) [Exhibits](index=31&type=section&id=Item%206.%20Exhibits) Report exhibits include officer certifications under the Sarbanes-Oxley Act and Inline XBRL documents - Exhibits filed include **CEO and CFO certifications** under Sarbanes-Oxley Sections 302 and 906, along with Inline XBRL data files[160](index=160&type=chunk)[161](index=161&type=chunk)

Business Combination - The proposed business combination with Bradbury Capital Holdings Inc. has an aggregate consideration of $1,100,000,000, payable in the form of 110,000,000 newly issued PubCo Ordinary Shares valued at $10.00 per share [130]. - The business combination is expected to close in the second quarter of 2025, pending shareholder approval and customary closing conditions [131]. - The business has not generated any revenues to date and does not expect to do so until after the completion of the initial business combination [133]. Financial Performance - For the three months ended February 28, 2025, the company reported a net income of $67,961, consisting of interest earned on cash and investments held of $251,054, partially offset by formation and operating costs of $182,093 [134]. - For the three months ended February 29, 2024, the company had a net income of $220,219, with interest earned on investments held of $440,409, partially offset by formation and operating costs of $220,190 [134]. - Cash used in operating activities for the three months ended February 28, 2025, was $90,676, compared to $188,792 for the same period in 2024 [136][137]. Cash and Investments - As of February 28, 2025, the company had cash and investments of $7,227,936 held in the Trust Accounts, which will be used to complete the initial business combination [138]. - The company generated gross proceeds of $115,000,000 from its Initial Public Offering of 11,500,000 Units at a price of $10.00 per Unit [135]. - The company may need to obtain additional financing to complete its initial business combination or to meet obligations if cash on hand is insufficient [141]. Going Concern - The company is within 12 months of its mandatory liquidation, raising substantial doubt about its ability to continue as a going concern [142].

Financial Performance - The company reported a net income of $617,298 for the year ended November 30, 2024, compared to a net income of $179,619 for the year ended November 30, 2023[75][76]. - Interest income earned on cash and investments held was $1,675,709 for the year ended November 30, 2024, down from $2,024,071 for the year ended November 30, 2023[75][76]. - Cash used in operating activities was $731,569 for the year ended November 30, 2024, compared to $781,376 for the year ended November 30, 2023[78][79]. Cash and Investments - The company had cash and investments of $31,665,013 held in Trust Accounts as of November 30, 2024[80]. - As of November 30, 2024, the company had cash of $25,348 outside of the Trust Accounts, intended for identifying and evaluating target businesses[81]. Business Combination - The total consideration for the proposed Acquisition Merger is $1,100,000,000, payable in the form of 110,000,000 newly issued shares valued at $10.00 per share[71]. - The Business Combination is expected to close in the second quarter of 2025, pending shareholder approval and customary closing conditions[72]. - The company has incurred significant costs in pursuit of its initial Business Combination and cannot assure the success of these plans[73]. Going Concern - The company is within 12 months of its mandatory liquidation, raising substantial doubt about its ability to continue as a going concern[85]. Initial Public Offering - The company completed its Initial Public Offering of 11,500,000 Units at a price of $10.00 per Unit, generating gross proceeds of $115,000,000[77].

Financial Performance - Net income for the three months ended August 31, 2024, was $200,474, compared to $116,225 for the same period in 2023, reflecting a growth of 72.4%[7] - Basic and diluted net income per ordinary share increased to $0.03 from $0.02 year-over-year, a rise of 50%[7] - Net income for the nine months ended August 31, 2024, was $724,116, a decrease of 9.3% compared to $798,474 for the same period in 2023[11] - Net income allocable to redeemable Class A ordinary shares for the three months ended August 31, 2024, was $200,474, compared to $64,801 for the same period in 2023, representing a 209% increase[55] - Basic and diluted net income per redeemable Class A ordinary share increased to $0.03 for the three months ended August 31, 2024, from $0.02 for the same period in 2023[55] Assets and Liabilities - Total current assets increased to $101,706 from $15,912, representing a growth of 537%[4] - Total liabilities rose to $8,775,838 from $7,153,390, indicating an increase of 22.6%[5] - Total assets decreased to $31,239,880 from $33,765,829, a decline of 7.5%[5] - Total current liabilities increased to $4,750,838 from $3,128,390, an increase of 51.7%[4] - The total assets held in the Trust Account amounted to $31,138,174 as of August 31, 2024, compared to $33,749,917 as of November 30, 2023[45] Cash Flow - Cash and marketable securities held in trust account decreased to $31,138,174 from $33,749,917, a decline of 7.7%[4] - Interest earned on marketable securities held in trust account for the nine months ended August 31, 2024, was $1,302,964, down from $1,590,292, a decrease of 18.1%[7] - Net cash used in operating activities improved to $(520,384) from $(701,818), reflecting a 25.8% reduction in cash outflow[11] - Cash withdrawn from trust in connection to redemption was $4,872,513, significantly lower than $87,980,621 in the previous period[11] - Cash at the end of the period increased to $40,533 from $39,475, showing a slight improvement[11] Business Combination and Operations - The Company has not commenced any operations and will not generate operating revenues until after completing a Business Combination[14] - The Company must complete a Business Combination with a fair market value equal to at least 80% of the net assets held in the Trust Account[19] - The Company has the right to extend the period to complete a business combination up to seven times for an additional one month each time, with a cost of $60,000 or $0.02 per ordinary share[32] - Management believes the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from the filing date[34] - The Company expects to incur significant costs in pursuit of its initial business combination, with no assurance of success[98] Shareholder Activity - The Company’s shareholders redeemed an aggregate of 8,373,932 ordinary shares in connection with the Charter Amendment filed on January 20, 2023[30] - On January 18, 2023, TETE's shareholders redeemed an aggregate of 8,373,932 ordinary shares, amounting to $86,353,885[78] - TETE's shareholders redeemed an aggregate of 149,359 ordinary shares on July 18, 2023, totaling $1,626,736[78] Financing and Capital Structure - The Company raised gross proceeds of $100,000,000 from its Initial Public Offering, with transaction costs totaling $8,482,742[15][16] - The Company generated gross proceeds of $115,000,000 from the sale of 11,500,000 Units at a purchase price of $10.00 per Unit during the Initial Public Offering[99] - The Company completed a private placement of 532,500 units at a purchase price of $10.00 per unit, generating gross proceeds of $5,325,000[61] - The underwriters exercised their over-allotment option, purchasing an additional 1,500,000 Option Units for gross proceeds of $15,000,000[74] - Offering costs associated with the Initial Public Offering amounted to $4,532,887, which were charged to additional paid-in capital[56] Legal and Compliance - The Company has not experienced losses on its cash account, which may exceed the Federal depository insurance coverage of $250,000[51] - The Company currently lacks the liquidity needed to sustain operations for at least one year from the date of the unaudited financial statements[36] - There have been no off-balance sheet financing arrangements or special purpose entities established by the company[106] - Disclosure controls and procedures were evaluated and found not effective during the fiscal quarter ended August 31, 2024[108] - No changes in internal control over financial reporting that materially affected the company were reported during the fiscal quarter[109] - There are no legal proceedings currently involving the company[110]

Financial Performance - Net income for the six months ended May 31, 2024, was $532,642, compared to $459,053 for the same period in 2023, indicating a year-over-year growth of approximately 15.9%[86] - Basic and diluted net income per redeemable Class A ordinary share was $0.08 for the six months ended May 31, 2024, consistent with the previous year[86] - For the six months ended May 31, 2024, the company reported a net income of $523,642, consisting of interest earned on investments of $894,507, offset by formation and operating costs of $370,865[137] - For the three months ended May 31, 2023, the company had a net income of $199,021, with interest earned on investments of $381,761 and operating costs of $182,740[162] - For the six months ended May 31, 2023, the company reported a net income of $682,249, consisting of $1,166,519 in interest earned on investments, offset by formation and operating costs of $484,270[188] Assets and Liabilities - Total assets increased to $35,504,084 as of May 31, 2024, compared to $33,765,829 on November 30, 2023, reflecting a growth of approximately 5.15%[58] - Current liabilities rose to $4,343,003 as of May 31, 2024, up from $3,128,390 on November 30, 2023, representing an increase of about 38.8%[58] - The accumulated deficit increased to $(8,312,396) as of May 31, 2024, compared to $(7,137,819) on November 30, 2023, reflecting a deterioration of approximately 16.4%[59] - As of May 31, 2024, the Company had approximately $4,200 in cash and a working capital deficit of $4,287,055[99] - The Company has a working capital loan balance of $651,000 and $300,000 outstanding as of May 31, 2024, and November 30, 2023, respectively[92] Trust Account and Securities - Cash and marketable securities held in the trust account amounted to $35,448,136 as of May 31, 2024, compared to $33,749,917 on November 30, 2023[58] - The Trust Account held assets amounting to $35,448,136 as of May 31, 2024, compared to $33,749,917 as of November 30, 2023[106] - The company has agreed to hold at least $10.15 per Unit sold in the Trust Account, invested in U.S. government securities[93] - As of May 31, 2024, the company held investments of $35,448,136 in Trust Accounts, which are intended to be used for the initial business combination[139] Business Combination and Financing - The company has extended the deadline to consummate a business combination to January 20, 2025, allowing for up to seven one-month extensions[74] - The Company must complete a Business Combination with a fair market value equal to at least 80% of the net assets held in the Trust Account[93] - The Company has until July 20, 2024, to consummate a Business Combination, with a possibility of extending this period[100] - The company has the right to extend the period to complete a business combination up to twelve times for an additional month each time, with a cost of the lesser of $144,000 or $0.045 per Class A ordinary share outstanding after redemptions[130] - The company may need to obtain additional financing to complete its initial business combination or meet obligations if cash on hand is insufficient[166] Shareholder Activity - Shareholders redeemed an aggregate of 8,373,932 ordinary shares for $86,353,885 on January 18, 2023, and 149,359 ordinary shares for $1,626,736 on July 18, 2023[124] - The company has 2,976,709 Class A ordinary shares outstanding that are subject to possible redemption as of May 31, 2024[83] Loans and Promissory Notes - The company has borrowed a total of $2,020,474 from the Sponsor through various promissory notes as of June 14, 2024[73] - The Sponsor has promised to loan the Company a total of $2,458,183 as of May 31, 2024, with loans made on February 21, 2023, June 13, 2023, and August 10, 2023[119] Company Classification and Concerns - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[79] - The company is within 12 months of its mandatory liquidation, raising substantial doubt about its ability to continue as a going concern until the consummation of a Business Combination or required liquidation[192] - The company does not expect to generate any operating revenues until after the completion of its initial business combination[187] Other Financial Information - The company has not entered into any off-balance sheet financing arrangements or established any special purpose entities[193] - There have been no material changes to the risk factors disclosed in the Annual Report filed with the SEC on March 4, 2024[174] - The company has no obligations, assets, or liabilities considered off-balance sheet arrangements[168] - The company has authorized 1,000,000 preference shares with a par value of $0.0001 per share, but none were issued as of May 31, 2024[150] - The company completed a private placement of 532,500 units at a price of $10.00 per unit, generating gross proceeds of $5,325,000 on January 20, 2022[141] - The company has accrued $60,000 and $220,000 in administrative support fees to the Sponsor as of May 31, 2024, and November 30, 2023, respectively[145] - The company has converted 2,875,000 Class B ordinary shares to Class A ordinary shares for a par value of $288 as of May 31, 2024[125]

Financial Performance - For the three months ended February 29, 2024, the company reported a net income of $220,219, consisting of interest earned on investments of $440,409, offset by formation and operating costs of $220,190[75]. - For the three months ended February 28, 2023, the company had a net income of $483,228, with interest earned on investments of $784,758, partially offset by formation and operating costs of $301,530[102]. - Cash used in operating activities for the three months ended February 29, 2024, was $188,792[112]. Investments and Financing - As of February 29, 2024, the company had investments of $34,592,182 held in Trust Accounts, which are intended to be used for the initial business combination[78]. - The company completed its Initial Public Offering on January 20, 2022, raising gross proceeds of $115,000,000 from the sale of 11,500,000 Units at $10.00 per Unit[77]. - The company does not currently anticipate needing to raise additional funds for operating expenditures prior to the initial business combination[79]. - The company may need to obtain additional financing to complete the initial business combination or to meet obligations if cash on hand is insufficient[79]. - As of February 29, 2024, the company had cash of $1,125 outside of the Trust Accounts, intended for identifying and evaluating target businesses[113]. Business Combination and Liquidation - The company has the right to extend the period to complete a business combination by up to six times for an additional month each time, with a deposit of $262,500 or $0.0525 for each Class A ordinary share outstanding[94]. - The Company is within 12 months of its mandatory liquidation, raising substantial doubt about its ability to continue as a going concern until the consummation of the Business Combination or required liquidation[114]. Compliance and Risk Factors - The company incurred expenses related to being a public company, including legal, financial reporting, accounting, and auditing compliance costs[101]. - There have been no material changes to the risk factors disclosed in the Annual Report on Form 10-K filed on March 4, 2024[119]. - The evaluation of disclosure controls and procedures concluded that they were not effective during the period covered by the report[116]. Shareholder Information - As of April 15, 2024, there are 6,384,209 Class A ordinary shares issued and outstanding, with no Class B ordinary shares[128]. - The Company has no off-balance sheet arrangements or relationships with unconsolidated entities[115].

Financial Performance - The company reported a net income of $179,619 for the year ended November 30, 2023, compared to a net income of $826,045 for the year ended November 30, 2022[63]. - Net income for the year ended November 30, 2023, was $179,619, a decrease of 78.2% compared to $826,045 in 2022[177]. - Basic and diluted net income per Class A ordinary share decreased from $0.06 in 2022 to $0.03 in 2023, a decline of 50%[174]. - For the year ended November 30, 2023, net income allocable to redeemable Class A ordinary shares was $179,619, a decrease of 72.2% from $646,487 in 2022[220]. - Basic and diluted net income per redeemable Class A ordinary share decreased to $0.03 in 2023 from $0.06 in 2022, representing a 50% decline[220]. - Loss from operations increased to $1.84 million in 2023 from $500,952 in 2022, an increase of approximately 267.5%[174]. Cash Flow and Liquidity - Cash used in operating activities was $781,376 for the year ended November 30, 2023, an increase from $400,965 for the year ended November 30, 2022[65]. - The company expects to incur significant costs in pursuit of its acquisition plans and anticipates negative cash flows from operations until the completion of its initial business combination[201]. - The company does not currently have adequate liquidity to sustain operations, raising substantial doubt about its ability to continue as a going concern for the next year[203]. - As of November 30, 2023, the Company had approximately $9,917 in cash and a working capital deficit of $3,112,478[198]. - Cash withdrawn from trust in connection to redemption amounted to $87,980,622, with total cash at the end of the period being $9,917[177]. Investments and Assets - As of November 30, 2023, the company had investments of $33,749,917 held in Trust Accounts, intended for the initial business combination[66]. - The total amount of assets held in the Trust Account was $33,749,917 as of November 30, 2023, down from $118,051,997 in the previous year[211]. - Cash and marketable securities held in trust account decreased from $118.1 million in 2022 to $33.7 million in 2023, a decline of approximately 71.5%[173]. - Interest earned on investments held amounted to $2,024,071 for the year ended November 30, 2023, while formation and operating costs were $1,844,452[63]. Business Operations and Future Plans - The company plans to complete its initial business combination by March 20, 2024, or face mandatory liquidation[46]. - The company has not commenced any operations as of November 30, 2023, and will not generate operating revenues until after completing a Business Combination[180]. - The Company must complete a Business Combination with a fair market value equal to at least 80% of the net assets held in the Trust Account[186]. - If a Business Combination is not completed within 12 months, the Company will redeem Public Shares at a price equal to the amount in the Trust Account[192]. Governance and Management - The Audit Committee consists of independent directors Raghuvir Ramanadhan, Virginia Chan, and Kiat Wai Du, with Kiat Wai Du serving as Chairperson[129]. - The Compensation Committee, chaired by Virginia Chan, is responsible for evaluating officer performance and determining compensation levels[132]. - The company has not entered into any employment agreements with its executive officers[140]. - The company has not established any specific minimum qualifications for director nominees[136]. - The company intends to form a corporate governance and nominating committee as required by law or Nasdaq rules[134]. Internal Controls and Compliance - As of November 30, 2023, the company concluded that its disclosure controls and procedures were not effective due to a material weakness in internal control related to inadequate segregation of duties within account processes[78]. - Management assessed the effectiveness of internal control over financial reporting and determined that it was not effective as of November 30, 2023, based on COSO criteria[80]. - There were no changes in internal control over financial reporting during the year ended November 30, 2023, that materially affected internal control[88]. - The company plans to enhance its internal control processes by improving access to accounting literature and considering additional staff with requisite experience[81]. Shareholder Information - As of March 4, 2024, the company had 6,384,209 publicly-held Class A ordinary shares issued and outstanding[144]. - Technology & Telecommunication LLC holds 3,407,500 shares, representing 53.4% of the outstanding shares[146]. - Glazer Capital, LLC owns 419,044 shares, accounting for 14.08% of the outstanding shares[146]. - The number of Class A ordinary shares issued and outstanding increased from 532,500 in 2022 to 3,407,500 in 2023[176]. - Class B ordinary shares converted into Class A ordinary shares totaled 2,875,000 during the year[176]. Audit and Fees - The company incurred audit fees of approximately $47,500 for the year ended November 30, 2023, compared to $42,500 for 2022[160]. - Audit-related fees for the year ended November 30, 2023, were $50,000, while there were no such fees in 2022[161]. - The company incurred approximately $864,000 in contingent legal fees for the year ended November 30, 2023, which is included in accounts payable[240]. - The audit committee will review all payments made to the Sponsor, officers, and directors on a quarterly basis[157]. Sponsor Agreements - The company agreed to pay its sponsor a total of $10,000 per month for office space and administrative support starting January 14, 2022[141]. - The company has a commitment to pay the Sponsor $10,000 per month for administrative support for up to 18 months[234]. - The company will cease paying monthly fees upon completion of its initial business combination or liquidation[141]. - The company has borrowed a total of $2,020,474 from the Sponsor as of November 30, 2023, with $1,654,471 already paid towards these loans[153].

Financial Performance - For the three months ended August 31, 2023, the company reported a net income of $116,225, with formation and operating costs of $307,548 and interest earned on investments of $423,773 [104]. - For the nine months ended August 31, 2023, the company achieved a net income of $798,474, consisting of formation and operating costs of $791,818 and interest earned on investments of $1,590,292 [106]. Investments and Cash Position - As of August 31, 2023, the company had investments of $32,914,283 held in Trust Accounts, intended for the initial business combination [109]. - As of August 31, 2023, the company had cash of $39,475 outside of Trust Accounts, primarily for identifying and evaluating target businesses [110]. - Cash used in operating activities for the nine months ended August 31, 2023, was $701,818 [108]. Initial Public Offering - The company completed its Initial Public Offering on January 20, 2022, raising gross proceeds of $115,000,000 from 11,500,000 Units at $10.00 per Unit [107]. Going Concern and Operational Status - The company is within 12 months of mandatory liquidation, raising substantial doubt about its ability to continue as a going concern [113]. - The company has not engaged in any operations or generated revenues to date, only incurring expenses related to being a public company [103]. - The company may need additional financing to complete its initial business combination or to meet obligations if cash on hand is insufficient [112]. - The company has not entered into any off-balance sheet financing arrangements or established special purpose entities [116].

Financial Performance - For the three months ended May 31, 2023, the company reported a net income of $199,021, compared to a net income of $36,274 for the same period in 2022, representing an increase of 448%[102]. - For the six months ended May 31, 2023, the company achieved a net income of $682,249, a significant turnaround from a net loss of $159,276 in the same period of 2022[104]. Investments and Cash Position - As of May 31, 2023, the company had investments of $33,685,225 held in Trust Accounts, which are intended to be used for the initial business combination[107]. - The company had cash of $67,023 outside of the Trust Accounts as of May 31, 2023, which will be used for identifying and evaluating target businesses[108]. - Cash used in operating activities for the six months ended May 31, 2023, was $424,270[106]. Initial Public Offering - The company completed its Initial Public Offering on January 20, 2022, raising gross proceeds of $115,000,000 from the sale of 11,500,000 Units at $10.00 per Unit[105]. Going Concern and Future Financing - The company is within 12 months of its mandatory liquidation, raising substantial doubt about its ability to continue as a going concern[111]. - The company may need to obtain additional financing to complete its initial business combination or to meet obligations if cash on hand is insufficient[110]. - The company has not engaged in any operations or generated revenues to date, relying on interest income from marketable securities[101]. - The company has no off-balance sheet financing arrangements or obligations[113].