PART I - FINANCIAL INFORMATION Financial Statements Unaudited statements show decreased assets from redemptions, a Q2 net loss, and a going concern warning Unaudited Consolidated Balance Sheets Total assets fell to $7.3 million from $31.7 million due to share redemptions, increasing the shareholders' deficit Consolidated Balance Sheet Highlights (Unaudited) | Account | May 31, 2025 | November 30, 2024 | | :--- | :--- | :--- | | Assets | | | | Cash | $3,227 | $25,348 | | Cash and investments held in trust account | $7,258,933 | $31,665,013 | | Total Assets | $7,308,391 | $31,747,147 | | Liabilities & Shareholders' Deficit | | | | Total Current Liabilities | $5,680,606 | $5,364,924 | | Total Liabilities | $9,705,606 | $9,389,924 | | Total Shareholders' Deficit | ($9,656,148) | ($9,307,790) | - The number of Class A ordinary shares subject to possible redemption decreased from 2,568,240 to 570,982, with the value decreasing from $31.7 million to $7.3 million8 Unaudited Consolidated Statements of Operations The company shifted to a net loss in Q2 2025 from a net income in Q2 2024 due to lower interest income Consolidated Statements of Operations Highlights (Unaudited) | Period | Metric | 2025 | 2024 | | :--- | :--- | :--- | :--- | | Three Months Ended May 31 | Loss from Operations | ($113,900) | ($150,675) | | | Interest Earned on Trust | $76,058 | $454,098 | | | Net (Loss) Income | ($37,842) | $303,423 | | | Basic and diluted EPS | ($0.01) | $0.05 | | Six Months Ended May 31 | Loss from Operations | ($296,993) | ($370,865) | | | Interest Earned on Trust | $327,112 | $894,507 | | | Net Income | $30,119 | $523,642 | | | Basic and diluted EPS | $0.01 | $0.08 | Unaudited Consolidated Statements of Cash Flows Cash flows show significant outflows for share redemptions, reducing the period-end cash balance to $3,227 Cash Flow Summary for Six Months Ended May 31 (Unaudited) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | ($184,096) | ($356,717) | | Net cash provided by (used in) investing activities | $24,733,192 | ($803,712) | | Net cash (used in) provided by financing activities | ($24,571,217) | $1,154,712 | | Net change in cash | ($22,121) | ($5,717) | | Cash at the end of the period | $3,227 | $4,200 | - A significant non-cash activity was the re-measurement for common stock subject to redemption, amounting to $327,112 in the first six months of 202516 Notes to Unaudited Consolidated Financial Statements Notes detail the pending $1.1 billion business combination, deadline extensions, sponsor loans, and a going concern warning - The company is a Cayman Islands incorporated SPAC with all activity related to its formation, IPO, and search for a target business combination1822 - The company has entered into a merger agreement with Bradbury Capital Holdings Inc for an aggregate consideration of $1.1 billion, payable in shares1920 - Management has determined that the company's limited liquidity and upcoming mandatory liquidation date raise substantial doubt about its ability to continue as a going concern5052 - The deadline to consummate a business combination has been extended multiple times, with the current deadline being August 20, 20254655 Management's Discussion and Analysis of Financial Condition and Results of Operations MD&A details the proposed $1.1 billion merger, operational results, liquidity issues, and a going concern warning - The company is a blank check company focused on acquiring businesses in the vision sensing technologies sector130 - The proposed business combination with Bradbury Capital Holdings Inc has an aggregate consideration of $1.1 billion and is expected to close in the second quarter of 2025131132133 Results of Operations Comparison | Period | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | :--- | | Three Months Ended May 31 | Net (Loss) Income | ($37,842) | $303,423 | | Six Months Ended May 31 | Net Income | $30,119 | $523,642 | - As of May 31, 2025, the company had only $3,227 in cash outside the trust account and faces a going concern issue due to its mandatory liquidation deadline142145 Quantitative and Qualitative Disclosures about Market Risk As a smaller reporting company, it is not required to provide disclosures for this item - As a smaller reporting company, the company is not required to make disclosures under this item149 Controls and Procedures Management concluded that disclosure controls and procedures were not effective as of May 31, 2025 - Based on an evaluation as of May 31, 2025, the principal executive and financial officers concluded that the company's disclosure controls and procedures were not effective151 - There were no material changes in internal control over financial reporting during the fiscal quarter ended May 31, 2025152 PART II - OTHER INFORMATION Legal Proceedings The company reports no legal proceedings - The company has no legal proceedings to report154 Risk Factors No material changes have occurred to the risk factors previously disclosed in the company's Annual Report - No material changes have occurred to the risk factors disclosed in the Annual Report on Form 10-K filed on March 17, 2025155 Unregistered Sales of Equity Securities and Use of Proceeds The company reports no unregistered sales of equity securities or use of proceeds - None reported156 Defaults Upon Senior Securities The company reports no defaults upon senior securities - None reported157 Mine Safety Disclosures The company reports no mine safety disclosures - None reported158 Other Information The company reports no other information - None reported159 Exhibits Report exhibits include officer certifications under the Sarbanes-Oxley Act and Inline XBRL documents - Exhibits filed include CEO and CFO certifications under Sarbanes-Oxley Sections 302 and 906, along with Inline XBRL data files160161
Technology & Telecommunication Acquisition .(TETE) - 2025 Q2 - Quarterly Report