PART I - FINANCIAL INFORMATION Financial Statements 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 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 $12.718 Unaudited Consolidated Statements of Operations 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 period10 Unaudited Consolidated Statements of Cash Flows 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, 202516 Notes to Unaudited Consolidated Financial Statements 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 billion1920 - The deadline to complete a business combination has been extended multiple times, with the current deadline being August 20, 20254655 - 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 completed5052 - 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 Sponsor8890 Management's Discussion and Analysis of Financial Condition and Results of Operations 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 2025131132133 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 deficiencies142143 - The company's liquidity condition and mandatory liquidation deadline raise substantial doubt about its ability to continue as a going concern145 Quantitative and Qualitative Disclosures About Market Risk 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 required149 Controls and Procedures 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 effective151 - No material changes to the internal control over financial reporting occurred during the fiscal quarter ended May 31, 2025152 PART II - OTHER INFORMATION Legal Proceedings The company reports no legal proceedings - None154 Risk Factors 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, 2025155 Unregistered Sales of Equity Securities and Use of Proceeds The company reports no unregistered sales of equity securities or use of proceeds during the period - None156 Defaults Upon Senior Securities The company reports no defaults upon senior securities - None157 Mine Safety Disclosures The company reports no mine safety disclosures - None158 Other Information The company reports no other information - None159 Exhibits 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 906160 - Inline XBRL data files are included as exhibits161 Signatures - The report was signed on July 11, 2025, by Tek Che Ng, Chairman and CEO, and Chow Wing Loke, CFO163
Technology & Telecommunication Acquisition Corporation(TETEU) - 2025 Q2 - Quarterly Report