[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](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The unaudited consolidated financial statements for the period ended May 31, 2025, show decreased assets and a net loss due to share redemptions and lower trust account interest, raising going concern doubts [Unaudited Consolidated Balance Sheets](index=4&type=section&id=Unaudited%20Consolidated%20Balance%20Sheets) As of May 31, 2025, total assets decreased to $7.3 million from $31.7 million due to share redemptions, while total liabilities and shareholders' deficit increased Consolidated Balance Sheet Highlights (Unaudited) | Account | May 31, 2025 (USD) | November 30, 2024 (USD) | | :--- | :--- | :--- | | **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 & 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** as of November 30, 2024, to **570,982** as of May 31, 2025, with the redemption value per share increasing from **$12.33** to **$12.71**[8](index=8&type=chunk) [Unaudited Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Operations) For the three months ended May 31, 2025, the company reported a net loss of $37,842, a reversal from prior year's net income, primarily due to decreased trust account interest Statements of Operations Summary (Unaudited) | Period | Net (Loss) Income (USD) | Basic and diluted net (loss) income per share (USD) | | :--- | :--- | :--- | | **Three Months Ended May 31, 2025** | **$(37,842)** | **$(0.01)** | | Three Months Ended May 31, 2024 | $303,423 | $0.05 | | **Six Months Ended May 31, 2025** | **$30,119** | **$0.01** | | Six Months Ended May 31, 2024 | $523,642 | $0.08 | - Interest earned on marketable securities held in the trust account decreased significantly year-over-year, from **$454,098** to **$76,058** for the three-month period, and from **$894,507** to **$327,112** for the six-month period[10](index=10&type=chunk) [Unaudited Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended May 31, 2025, cash flows were significantly impacted by $24.7 million provided by investing activities and $24.6 million used in financing activities for share redemptions Cash Flow Summary for Six Months Ended May 31 (Unaudited) | Cash Flow Activity | 2025 (USD) | 2024 (USD) | | :--- | :--- | :--- | | 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** | - The company withdrew **$24.78 million** from its trust account to fund the redemption of common stock during the six months ended May 31, 2025[16](index=16&type=chunk) [Notes to Unaudited Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) The notes detail the company's SPAC status, pending **$1.1 billion** business combination with Bradbury Capital Holdings Inc., multiple deadline extensions, significant share redemptions, and substantial doubt about its going concern ability - The company has entered into a Merger Agreement for a business combination with Bradbury Capital Holdings Inc. with an aggregate consideration of **$1.1 billion**[19](index=19&type=chunk)[20](index=20&type=chunk) - The deadline to complete 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 has determined that there is substantial doubt about the Company's ability to continue as a going concern due to liquidity needs and the upcoming mandatory liquidation date if a Business Combination is not completed[50](index=50&type=chunk)[52](index=52&type=chunk) - As of May 31, 2025, the company had outstanding working capital loans of **$1,208,975** and extension loans of **$2,817,736** from its Sponsor[88](index=88&type=chunk)[90](index=90&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) The company, a blank check entity, recorded a net loss for the three months ended May 31, 2025, due to lower trust account interest, faces liquidity constraints, and has substantial doubt about its going concern ability amid a pending **$1.1 billion** merger - The company entered into a merger agreement with Bradbury Capital Holdings Inc. for an aggregate consideration of **$1.1 billion**, with the transaction expected to close in the second quarter of 2025[131](index=131&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk) Results of Operations Summary | Period | Net (Loss) / Income (USD) | Key Drivers | | :--- | :--- | :--- | | **3 Months Ended May 31, 2025** | **$(37,842)** | Operating costs of $113,900 offset by interest income of $76,058 | | 3 Months Ended May 31, 2024 | $303,423 | Interest income of $454,098 offset by operating costs of $150,675 | | **6 Months Ended May 31, 2025** | **$30,119** | Interest income of $327,112 offset by operating costs of $296,993 | | 6 Months Ended May 31, 2024 | $523,642 | Interest income of $894,507 offset by operating costs of $370,865 | - As of May 31, 2025, the company had only **$3,227** cash outside of the Trust Account, relying on sponsor loans to fund working capital deficiencies[142](index=142&type=chunk)[143](index=143&type=chunk) - The company's liquidity condition and mandatory liquidation deadline raise substantial doubt about its ability to continue as a going concern[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, the company is not required to provide disclosures regarding market risk - As a smaller reporting company, disclosures under Item 3 are not required[149](index=149&type=chunk) [Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of May 31, 2025, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of May 31, 2025, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were **not effective**[151](index=151&type=chunk) - No material changes to the internal control over financial reporting occurred during the fiscal quarter ended May 31, 2025[152](index=152&type=chunk) [PART II - OTHER INFORMATION](index=31&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - None[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 Annual Report on Form 10-K filed on March 17, 2025 - 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 during the period - None[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[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[158](index=158&type=chunk) [Other Information](index=31&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[159](index=159&type=chunk) [Exhibits](index=31&type=section&id=Item%206.%20Exhibits) The report lists several exhibits, including CEO and CFO certifications under Sarbanes-Oxley Act Sections 302 and 906, and Inline XBRL documents - Exhibits include CEO and CFO certifications under Sarbanes-Oxley Sections **302** and **906**[160](index=160&type=chunk) - Inline XBRL data files are included as exhibits[161](index=161&type=chunk) [Signatures](index=33&type=section&id=SIGNATURES) - The report was signed on **July 11, 2025**, by Tek Che Ng, Chairman and CEO, and Chow Wing Loke, CFO[163](index=163&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 [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].