UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-41229 TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayma ...

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 [136]. 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]. - As of February 28, 2025, the company had cash of $16,672 outside of the Trust Accounts, intended for identifying and evaluating target businesses [139]. 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]. Initial Public Offering - 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].

Financial Performance - The company reported a net income of $617,298 for the year ended November 30, 2024, compared to $179,619 for the year ended November 30, 2023, reflecting an increase of approximately 243%[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, representing a decrease of about 17%[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, indicating a decrease of approximately 6%[78][79]. - The company has incurred formation and operating costs of $1,058,411 for the year ended November 30, 2024, compared to $1,844,452 for the year ended November 30, 2023[75][76]. 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[77]. Business Combination - The total consideration for the proposed Business Combination with Bradbury Capital Holdings Inc. 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]. Financial Position and Concerns - As of November 30, 2024, the company had cash and investments of $31,665,013 held in Trust Accounts, intended for the initial business combination[80]. - The company is within 12 months of mandatory liquidation, raising substantial doubt about its ability to continue as a going concern[85]. - The company has no off-balance sheet financing arrangements or obligations[87][88].

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[57] - 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[57] - As of August 31, 2024, the company had a net income of $200,474, consisting of interest earned on investments of $408,457, offset by formation and operating costs of $207,983[106] - For the nine months ended August 31, 2024, the Company reported a net income of $724,116, with interest earned on investments totaling $1,302,964 and formation and operating costs of $578,848[107] Assets and Liabilities - Total current assets increased to $101,706 from $15,912, representing a growth of 537.5%[4] - Total liabilities rose to $8,775,838 from $7,153,390, indicating an increase of 22.7%[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 Trust Account held assets amounting to $31,138,174 as of August 31, 2024, down from $33,749,917 as of November 30, 2023[47] - As of August 31, 2024, the Company had approximately $41,000 in cash and a working capital deficit of $4,649,132[35] 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] - Net cash provided by investing activities was $3,914,707, compared to $86,728,006 in the prior year, indicating a substantial decrease[11] - Cash at the end of the period increased to $40,533 from $39,475, showing a slight improvement[11] Business Operations - The Company has not commenced any operations as of August 31, 2024, and all activities relate to its formation and initial public offering[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[20] - The Company will redeem Public Shares at a per-share price equal to the aggregate amount in the Trust Account if a Business Combination is not completed within the Combination Period[27] - 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[36] - The Company currently lacks the liquidity needed to sustain operations for at least one year from the date of the unaudited financial statements[38] - The Company is classified as an "emerging growth company" and may take advantage of certain exemptions from various reporting requirements[42] - The Company expects to incur significant costs in the pursuit of its initial Business Combination and cannot assure that its plans will be successful[104] Shareholder Activity - The Company’s shareholders redeemed a total of 8,373,932 ordinary shares in January 2023 and 149,359 ordinary shares in July 2023[31][32] - Shareholders redeemed an aggregate of 8,373,932 ordinary shares, valued at $86,353,885, on January 18, 2023, in connection with a General Meeting[82] - The Company has converted 2,875,000 Class B ordinary shares to Class A ordinary shares as of August 31, 2024[85] Financing and Loans - The Company borrowed a total of $2,020,474 from the Sponsor through various promissory notes between February 2023 and June 2024[30] - The Company has authorized the issuance of 479,000,000 Class A ordinary shares, with 3,407,500 shares issued and outstanding as of August 31, 2024[82] - The Company has accrued $90,000 and $220,000 under the Administrative Support Agreement as of August 31, 2024, and November 30, 2023, respectively[72] - Approximately $966,000 in contingent legal fees is included in accounts payable, contingent on completing a Business Combination[79] - Up to $1,500,000 of loans from the Sponsor or affiliates may be convertible into units at a price of $10.00 per unit[111] - The company does not currently believe it will need to raise additional funds for operating expenditures, but may require additional financing for the initial business combination[112] Regulatory and Compliance - The company's disclosure controls and procedures were not effective during the period covered by the report[117] - There have been no material changes to the risk factors disclosed in the Annual Report on Form 10-K filed on March 4, 2024[120] - There have been no off-balance sheet financing arrangements or special purpose entities established by the company[115]

Financial Performance - For the three months ended May 31, 2024, the company reported a net income of $303,423, an increase of 52.5% compared to a net income of $199,021 for the same period in 2023[107]. - For the six months ended May 31, 2024, the company had a net income of $523,642, a decrease of 23.4% from $682,249 for the same period in 2023[108]. - Cash used in operating activities for the six months ended May 31, 2024, was $356,717, a decrease of 15.9% from $424,270 for the same period in 2023[109]. Investments and Financing - As of May 31, 2024, the company had investments of $35,448,136 held in Trust Accounts, intended for the initial business combination[110]. - 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[108]. - The company may need to obtain additional financing to complete its initial business combination or to meet obligations if cash on hand is insufficient[113]. Operational Status - The company has not engaged in any operations or generated revenues to date, relying on interest income from marketable securities[106]. - As of May 31, 2024, the company had cash of $4,200 outside of Trust Accounts, primarily for identifying and evaluating target businesses[111]. - The company is within 12 months of its mandatory liquidation, raising substantial doubt about its ability to continue as a going concern[114]. Future Plans and Risks - The company expects to incur significant costs in pursuing its initial business combination and cannot assure the success of these plans[105].

Financial Performance - For the three months ended February 29, 2024, the company reported a net income of $220,219, down from $483,228 for the same period in 2023[104]. - Interest earned on investments held for the three months ended February 29, 2024, was $440,409, compared to $784,758 for the same period in 2023[104]. - Cash used in operating activities for the three months ended February 29, 2024, was $188,792, a decrease from $283,530 for the same period in 2023[105]. Investments and Cash Position - As of February 29, 2024, the company had investments of $34,592,182 held in Trust Accounts, intended for the initial business combination[106]. - As of February 29, 2024, the company had cash of $1,125 outside of the Trust Accounts, primarily for identifying and evaluating target businesses[107]. Business Operations and Concerns - The company is within 12 months of its mandatory liquidation, raising substantial doubt about its ability to continue as a going concern[110]. - The company has not engaged in any operations or generated revenues to date, relying on non-operating income from interest on marketable securities[103]. - The company may need to obtain additional financing to complete its initial business combination or to meet obligations if cash on hand is insufficient[109]. IPO and Financial Controls - The company completed its Initial Public Offering on January 20, 2022, generating gross proceeds of $115,000,000 from 11,500,000 Units sold at $10.00 per Unit[104]. - There have been no changes in internal control over financial reporting that materially affected the company's controls during the fiscal quarter ended February 29, 2024[116].

Financial Performance - The company had a net income of $179,619 for the year ended November 30, 2023, consisting of interest earned on investments of $2,024,071, offset by formation and operating costs of $1,844,452[52]. - The company reported a net income of $179,619 for the year ended 2023, compared to $646,487 in 2022, resulting in a basic and diluted net income per share of $0.03[205]. - 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 previous year, indicating a decrease of about 78.3%[157]. - The company incurred formation and operating costs of $1,844,452 for the year ended November 30, 2023, compared to $500,952 for the previous year, reflecting an increase of approximately 267.5%[157]. - The company reported net cash used in operating activities of $(781,376) for the year ended November 30, 2023, compared to $(400,965) in the previous year, an increase in cash outflow of about 94.5%[162]. Liquidity and Going Concern - The company does not currently have adequate liquidity to sustain operations and faces substantial doubt about its ability to continue as a going concern[58]. - The financial statements indicate substantial doubt about the company's ability to continue as a going concern if a business combination is not completed[148]. - The company has a working capital deficit of $3,112,478 as of November 30, 2023[183]. - The company may need to obtain additional financing to complete its initial business combination or to redeem a significant number of its Public Shares[57]. - 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[186]. Assets and Investments - As of November 30, 2023, the company had investments of $33,749,917 held in Trust Accounts, which are intended to be used for the initial business combination[54]. - As of November 30, 2023, the total assets of the company were $33,765,829, a significant decrease from $118,543,290 as of November 30, 2022, representing a decline of approximately 71.5%[153]. - Cash and marketable securities held in trust account decreased to $33,749,917 as of November 30, 2023, down from $118,051,997 as of November 30, 2022, a decline of about 71.4%[154]. - The company had $9,917 in cash and no cash equivalents as of November 30, 2023, compared to $491,293 in cash and no cash equivalents as of November 30, 2022[196]. Shareholder Information - The company raised gross proceeds of $115,000,000 from its Initial Public Offering of 11,500,000 Units at a price of $10.00 per Unit on January 20, 2022[53]. - The company had 3,407,500 Class A ordinary shares issued and outstanding, compared to 532,500 shares as of November 30, 2022[228]. - Shareholders redeemed an aggregate of 8,373,932 Class A ordinary shares for $86,353,885 on January 18, 2023, and 149,359 shares for $1,626,736 on July 18, 2023[228]. - The weighted average number of Class A ordinary shares outstanding decreased to 5,482,286 for the year ended November 30, 2023, from 10,351,247 in the previous year, a reduction of about 47.1%[157]. Internal Controls and Governance - 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[62]. - The company identified material weaknesses in recording of material accrued expenses, impacting the effectiveness of internal control over financial reporting as of November 30, 2023[68]. - Management has implemented remediation steps, including expanding the review process for complex securities and enhancing access to accounting literature[65]. - The Audit Committee is comprised solely of independent directors, including Kiat Wai Du as Chairperson, ensuring compliance with NASDAQ's listing standards[107]. - The company has a code of conduct and ethics applicable to its directors, officers, and employees, in accordance with federal securities laws[118]. Sponsor and Related Transactions - The company agreed to pay its sponsor a total of $10,000 per month for office space, utilities, and administrative support starting January 14, 2022[120]. - The company has not paid any compensation to the Sponsor or its affiliates for services rendered prior to the completion of an initial business combination[136]. - The company has borrowed a total of $2,020,474 across three loans from the Sponsor as of November 30, 2023[220]. - The Sponsor has promised to loan up to $500,000 to the Company as of August 10, 2023, with $300,000 outstanding under Working Capital Loans as of November 30, 2023[218]. - The company plans to repay up to an aggregate of $300,000 in loans made by the Sponsor for offering-related expenses[136].

Financial Performance - The net income for the three months ended August 31, 2023, was $116,225, compared to a net income of $335,699 for the same period in 2022[8]. - For the period ended August 31, 2023, the net income was $798,474, a significant increase from $176,423 in the same period of the previous year, representing a growth of approximately 352%[11]. - The Company reported a net income allocable to redeemable Class A ordinary shares of $64,801 for the period ended August 31, 2023, with a basic and diluted net income per share of $0.02[55]. - The net income allocable to Class B ordinary shares for the period ended August 31, 2023, was $51,424, with a basic and diluted net income per share of $0.02[55]. - 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[101]. - For the nine months ended August 31, 2023, the company had a net income of $798,474, consisting of formation and operating costs of $791,818 and interest earned on investments of $1,590,292[101]. Assets and Liabilities - Total current assets decreased significantly from $491,293 as of November 30, 2022, to $39,475 as of August 31, 2023[5]. - Cash and marketable securities held in trust account dropped from $118,051,997 in November 2022 to $32,914,283 in August 2023[5]. - Total liabilities increased from $4,129,848 in November 2022 to $5,722,463 in August 2023, primarily due to an extension loan of $1,252,615[5]. - The accumulated deficit rose from $(3,638,896) in November 2022 to $(5,683,329) in August 2023[6]. - The total shareholders' deficit increased from $(3,638,555) in November 2022 to $(5,682,988) in August 2023[6]. - As of August 31, 2023, the Company had approximately $39,475 in cash and a working capital deficit of approximately $(1,657,988)[32]. - The total amount held in the Trust Account was $32,914,283 as of August 31, 2023, compared to $118,051,997 as of November 30, 2022, indicating a significant decrease[46]. Initial Public Offering (IPO) - The company generated gross proceeds of $100,000,000 from its Initial Public Offering (IPO) on January 20, 2022[14]. - The Initial Public Offering generated gross proceeds of $115,000,000 from the sale of 11,500,000 Units at a price of $10.00 per Unit[102]. - The total transaction costs associated with the IPO amounted to $8,482,742, which included $1,800,000 in underwriting fees[15]. - Offering costs associated with the Initial Public Offering amounted to $4,532,887, which were charged to additional paid-in capital[56]. - The Company granted underwriters a 45-day option to purchase up to 1,500,000 additional Units at the Initial Public Offering price[75]. - The underwriters received a cash underwriting discount of $0.20 per Unit, totaling $2,000,000, payable upon the closing of the Initial Public Offering[76]. Business Combination and Operations - As of August 31, 2023, the company had not commenced any operations and will not generate operating revenues until after completing its initial Business Combination[13]. - The company is required to 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 broad discretion regarding the application of the net proceeds from the IPO, primarily intended for consummating a Business Combination[19]. - 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[36]. - The Company will cease all operations and redeem Public Shares if it fails to consummate a business combination during the Combination Period[39]. - The Company has the right to extend the period to complete a business combination by up to twelve times for an additional one month each time, with a deposit of $144,000 or $0.045 per Class A ordinary share outstanding[31]. - 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 for each extension[90]. - The Company intends to effectuate its initial Business Combination using cash from the proceeds of its Initial Public Offering and private placements[98]. Shareholder Activity - Shareholders redeemed an aggregate of 8,373,932 ordinary shares following the Charter Amendment filed on January 20, 2023[29]. - TETE's shareholders redeemed an aggregate of 8,373,932 ordinary shares, amounting to $86,353,885, in connection with the General Meeting on January 18, 2023[78]. - The Company will provide Public Shareholders the opportunity to redeem their shares for a pro rata portion of the Trust Account, initially anticipated to be $10.15 per share[20]. Financial Concerns - The Company does not currently have adequate liquidity to sustain operations solely focused on pursuing a business combination[36]. - There are no assurances that additional capital will be available, raising substantial doubt about the Company's ability to continue as a going concern within one year after the financial statements are issued[38]. - The company is within 12 months of mandatory liquidation, raising substantial doubt about its ability to continue as a going concern[108]. - The company may need to obtain additional financing to complete its initial business combination or to meet obligations if cash on hand is insufficient[107]. Miscellaneous - The Company has borrowed a total of $1,520,474 from the Sponsor, with $1,252,615 already paid towards these loans as of August 31, 2023[28]. - The Company has accrued $190,000 under the Administrative Support Agreement with the Sponsor as of August 31, 2023[71]. - The Company has not entered into any off-balance sheet financing arrangements or established any special purpose entities[110]. - There have been no material changes to the risk factors disclosed in the Annual Report on Form 10-K filed on March 1, 2023[114].

Financial Performance - The net income for the three months ended May 31, 2023, was $381,761, compared to a net income of $89,574 for the same period in 2022, showing a significant increase[8]. - Basic and diluted net income per ordinary share for the three months ended May 31, 2023, was $0.03, compared to $0.00 for the same period in 2022[8]. - As of May 31, 2023, the company reported a net income of $682,249 compared to a net loss of $159,276 in the same period of 2022[10]. - For the three months ended May 31, 2023, net income allocable to redeemable Class A ordinary shares was $111,445, compared to $46,553 for the same period in 2022, resulting in a basic and diluted net income per share of $0.03[54]. - For the three months ended May 31, 2023, net income allocable to Class B ordinary shares was $87,576, compared to a loss of $10,279 for the same period in 2022, with a basic and diluted net income per share of $0.03[54]. - For the six months ended May 31, 2023, the company achieved a net income of $682,249, a significant recovery from a net loss of $159,276 in the same period of 2022[95]. - 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, reflecting an increase of 450%[95]. Assets and Liabilities - As of May 31, 2023, total current assets decreased to $67,023 from $491,293 as of November 30, 2022, representing a decline of approximately 86.4%[5]. - Cash and marketable securities held in trust account decreased to $33,685,225 as of May 31, 2023, down from $118,051,997 as of November 30, 2022, a reduction of about 71.5%[5]. - Total liabilities increased to $5,010,441 as of May 31, 2023, compared to $4,129,848 as of November 30, 2022, reflecting an increase of approximately 21.3%[6]. - The total assets decreased to $33,752,248 as of May 31, 2023, from $118,543,290 as of November 30, 2022, a decline of approximately 71.5%[5]. - Total shareholders' deficit increased to $(4,943,418) as of May 31, 2023, from $(3,638,555) as of November 30, 2022, reflecting a rise of approximately 36%[6]. - The accumulated deficit grew to $(4,943,759) as of May 31, 2023, from $(3,638,896) as of November 30, 2022, indicating an increase in losses of about 36%[6]. Cash Flow and Operating Activities - The net cash used in operating activities was $424,270, an increase from $213,058 in the prior year[10]. - The total cash at the end of the period was $67,023, down from $679,200 at the beginning of the period[10]. - The company expects to incur significant costs in pursuit of its acquisition plans and anticipates negative cash flows until the completion of its initial business combination[34]. - Cash used in operating activities for the six months ended May 31, 2023, was $424,270[97]. Business Combination and Financing - The company has not commenced any operations and will not generate operating revenues until after completing its initial business combination[13]. - 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]. - 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[25]. - The holders of founder shares have agreed to waive their liquidation rights if the company fails to complete a business combination within the combination period[26]. - The company may need to obtain additional financing to complete its initial business combination or to meet obligations if a significant number of Public Shares are redeemed[101]. - The company has no current commitment from any financing source to provide additional capital, raising substantial doubt about its ability to continue as a going concern[36]. - The Sponsor has promised to loan up to $656,747 and $864,000 to the Company, with an available balance of $1,520,474 as of May 31, 2023[70]. - The company may raise additional capital through loans or investments from the Sponsor or other parties, but there are no guarantees of success[35]. Initial Public Offering - The initial public offering generated gross proceeds of $100,000,000, with transaction costs amounting to $8,482,742[14][15]. - The Company completed its Initial Public Offering by selling 11,500,000 Units at a price of $10.00 per Unit, generating gross proceeds of $115,000,000[59]. - The Company incurred offering costs of $4,532,887 related to the Initial Public Offering, which were charged to additional paid-in capital[55]. - The underwriters exercised their over-allotment option, purchasing an additional 1,500,000 Units for gross proceeds of $15,000,000[74]. Shareholder Information - The company had 532,500 Class A ordinary shares issued and outstanding as of May 31, 2023, unchanged from November 30, 2022[6]. - As of May 31, 2023, 3,126,068 Class A Ordinary Shares are outstanding and subject to possible redemption at a value of $10.15 per share[49][48]. - A total of 8,373,932 ordinary shares were redeemed by shareholders following the Charter Amendment approved on January 20, 2023[29]. - The Company has authorized the issuance of 479,000,000 Class A ordinary shares and 20,000,000 Class B ordinary shares, with 2,875,000 Class B shares issued and outstanding as of May 31, 2023[76]. Operational Costs and Expenses - The company conducted an evaluation of its disclosure controls and procedures, concluding they were effective during the reporting period[106]. - There were no changes in internal control over financial reporting that materially affected the company's financial reporting during the fiscal quarter ended May 31, 2023[107]. - The company incurred formation and operating costs of $182,740 for the three months ended May 31, 2023, compared to $53,300 for the same period in 2022[95]. - The Company has agreed to pay the Sponsor $10,000 per month for administrative support for up to 18 months, totaling $160,000 accrued as of May 31, 2023[69]. Future Plans and Concerns - 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 per Class A ordinary share[87]. - The company intends to use funds held outside the Trust Accounts primarily for identifying and evaluating target businesses, with cash of $67,023 available as of May 31, 2023[99]. - The company is within 12 months of its mandatory liquidation, raising substantial doubt about its ability to continue as a going concern[102]. - The Sponsor has agreed to indemnify the Trust Account to ensure that the amount per Public Share does not fall below $10.15[27]. - The Company adopted ASU 2020-06 effective January 1, 2024, which simplifies accounting for certain financial instruments and introduces additional disclosures for convertible debt[58].

Financial Performance - Net income for the three months ended February 28, 2023, was $483,228, compared to a net loss of $195,550 for the same period in 2022, indicating a turnaround in profitability[7] - Basic and diluted net income per ordinary share was $0.04 for the three months ended February 28, 2023, compared to a loss of $0.02 in the prior year[7] - For the three months ended February 28, 2023, the net income was $483,228, compared to a net loss of $195,550 for the same period in 2022[9] - For the three months ended February 28, 2023, net income allocable to redeemable Class A ordinary shares was $360,052, compared to a net loss of $125,854 for the same period in 2022[55] - The weighted average number of Class A ordinary shares increased to 8,217,709 from 5,214,083 year-over-year, resulting in a basic and diluted net income per redeemable Class A ordinary share of $0.04, up from a loss of $0.02[55] Assets and Liabilities - Total assets decreased from $118,543,290 on November 30, 2022, to $33,030,870 on February 28, 2023, representing a decline of approximately 72%[5] - Current liabilities increased from $104,848 to $463,085, marking a rise of about 341%[5] - Cash and marketable securities held in trust account decreased from $118,051,997 to $32,811,107, a reduction of approximately 72%[5] - Total liabilities increased from $4,129,848 to $4,488,085, an increase of approximately 9%[5] - As of February 28, 2023, the Company had approximately $207,763 in cash and a working capital deficit of approximately $(243,322)[31] Cash Flow and Operating Activities - Cash used in operating activities was $283,530 for the three months ended February 28, 2023, an increase from $162,238 in the same period of 2022[9] - The total cash at the end of the period was $207,763, down from $730,020 at the end of the same period in 2022[9] - The Company had cash used in operating activities of $283,530 for the three months ended February 28, 2023[101] Initial Public Offering (IPO) - The company generated gross proceeds of $100,000,000 from its Initial Public Offering on January 20, 2022[12] - The total costs associated with the Initial Public Offering were $8,482,742, including $1,800,000 in underwriting fees[13] - The company sold 11,500,000 Units at a price of $10.00 per Unit during the Initial Public Offering, generating gross proceeds of $115,000,000[60] - The private placement generated gross proceeds of $5,325,000 from the sale of 532,500 Private Placement Units at $10.00 each[61] Business Combination and Trust Account - 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[18] - The Trust Account held $116,725,000 from the net proceeds of the Initial Public Offering and Private Placement[16] - The Trust Account held assets amounting to $32,811,107 as of February 28, 2023, down from $118,051,997 as of November 30, 2022[45] - The company will redeem Public Shares at a price equal to the aggregate amount in the Trust Account if a Business Combination is not completed within the specified Combination Period[25] Financial Position and Concerns - 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[37] - The Company is within 12 months of its mandatory liquidation, raising substantial doubt about its ability to continue as a going concern[106] - The Company has incurred significant costs in pursuit of its acquisition plans and expects to have negative cash flows from operations until the completion of its initial business combination[35] Shareholder and Share Information - As of February 28, 2023, 3,126,068 Class A Ordinary Shares are outstanding and subject to possible redemption at a value of $10.15 per share[50] - The Company has authorized the issuance of 479,000,000 Class A ordinary shares, with 532,500 shares issued and outstanding as of February 28, 2023[76] - The company has a total of 2,875,000 Class B ordinary shares issued and outstanding, ensuring Initial Shareholders maintain at least 20% ownership post-IPO[79] Costs and Expenses - Formation and operating costs for the three months ended February 28, 2023, were $(301,530), up from $(196,096) in the same period last year, indicating higher operational expenses[7] - The Company incurred formation and operating costs of $301,530 for the three months ended February 28, 2023[99] Financing and Loans - The Sponsor has promised to loan up to $656,474 to the Company, with $328,237 already paid as of February 21, 2023[29] - The Company may need to obtain additional financing to complete its initial business combination or to redeem a significant number of Public Shares[105] Internal Controls and Risk Factors - As of February 28, 2023, the company's disclosure controls and procedures were evaluated as effective by the principal executive and financial officers[112] - There were no changes in internal control over financial reporting that materially affected the company's financial reporting during the fiscal quarter ended February 28, 2023[113] - No material changes to the risk factors disclosed in the Annual Report on Form 10-K filed on March 1, 2023, were noted[115]