Filing Information This section provides details on the Form 10-Q filing, including the company's classification and key corporate information Form 10-Q Details 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, 20252 Registrant Classification | Classification | Status | | :---------------------- | :----- | | Large accelerated filer | ☐ | | Accelerated filer | ☐ | | Non-accelerated filer | ☒ | | Smaller reporting company | ☒ | | Emerging growth company | ☒ | | Shell company | ☒ | Company Information 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 Islands2 - As of October 20, 2025, there were 3,418,421 Class A ordinary shares, par value $0.0001, issued and outstanding5 PART I - FINANCIAL INFORMATION Item 1 Financial Statements 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 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 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 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 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 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 combination17 - 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 Shares1819 - As of August 31, 2025, the Company had not commenced any operations and generates non-operating income from interest on Trust Account proceeds21 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 concern485253 Note 2 - Summary of Significant Accounting Policies 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 regulations58 - 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 standards6061 - Class A ordinary shares subject to possible redemption are classified as temporary equity in accordance with ASC 48070 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 hierarchy80 Note 3 - Initial Public Offering 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 million82 - 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 $11.5082 Note 4 - Private Placement 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 million83 - 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 Combination8586 Note 5 - Related Party Transactions 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 option87 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, 202590 - 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, 202596 Note 6 - Commitments and Contingencies 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 rights97 - 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 Combination99 - 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 close101 Note 7 - Shareholders' Equity 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 shares103104106 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, 2025108 - 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 liquidation110 Note 8 - Segment Information 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 decisions119121 Note 9 - Subsequent Events 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 events122 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 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 technologies127 - 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 2025128130131 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 consummated143 Item 3. Quantitative and Qualitative Disclosures about Market Risk 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 Item146 Item 4. Controls and Procedures 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, 2025148 - During the fiscal quarter ended August 31, 2025, there has been no material change in internal control over financial reporting149 PART II - OTHER INFORMATION Item 1 Legal Proceedings There are no legal proceedings to report - There are no legal proceedings to report151 Item 1A. Risk Factors 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-K152 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 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 report153 Item 3 .Defaults Upon Senior Securities There are no defaults upon senior securities to report - There are no defaults upon senior securities to report154 Item 4. Mine Safety Disclosures There are no mine safety disclosures to report - There are no mine safety disclosures to report155 Item 5. Other Information There is no other information to report - There is no other information to report156 Item 6. Exhibits 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 This section contains the official signatures for the report, dated October 21, 2025, by the Chairman/CEO and CFO 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
Technology & Telecommunication Acquisition .(TETE) - 2025 Q3 - Quarterly Report