Financial Performance - 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 year ended November 30, 2022[63]. - Net income for the year ended November 30, 2023, was $179,619, a decrease of 78.2% compared to $826,045 in 2022[177]. - Basic and diluted net income per Class A ordinary share decreased from $0.06 in 2022 to $0.03 in 2023, a decline of 50%[174]. - For the year ended November 30, 2023, net income allocable to redeemable Class A ordinary shares was $179,619, a decrease of 72.2% from $646,487 in 2022[220]. - Basic and diluted net income per redeemable Class A ordinary share decreased to $0.03 in 2023 from $0.06 in 2022, representing a 50% decline[220]. - Loss from operations increased to $1.84 million in 2023 from $500,952 in 2022, an increase of approximately 267.5%[174]. Cash Flow and Liquidity - Cash used in operating activities was $781,376 for the year ended November 30, 2023, an increase from $400,965 for the year ended November 30, 2022[65]. - 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[201]. - The company does not currently have adequate liquidity to sustain operations, raising substantial doubt about its ability to continue as a going concern for the next year[203]. - As of November 30, 2023, the Company had approximately $9,917 in cash and a working capital deficit of $3,112,478[198]. - Cash withdrawn from trust in connection to redemption amounted to $87,980,622, with total cash at the end of the period being $9,917[177]. Investments and Assets - As of November 30, 2023, the company had investments of $33,749,917 held in Trust Accounts, intended for the initial business combination[66]. - The total amount of assets held in the Trust Account was $33,749,917 as of November 30, 2023, down from $118,051,997 in the previous year[211]. - Cash and marketable securities held in trust account decreased from $118.1 million in 2022 to $33.7 million in 2023, a decline of approximately 71.5%[173]. - Interest earned on investments held amounted to $2,024,071 for the year ended November 30, 2023, while formation and operating costs were $1,844,452[63]. Business Operations and Future Plans - The company plans to complete its initial business combination by March 20, 2024, or face mandatory liquidation[46]. - The company has not commenced any operations as of November 30, 2023, and will not generate operating revenues until after completing a Business Combination[180]. - 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[186]. - 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[192]. Governance and Management - The Audit Committee consists of independent directors Raghuvir Ramanadhan, Virginia Chan, and Kiat Wai Du, with Kiat Wai Du serving as Chairperson[129]. - The Compensation Committee, chaired by Virginia Chan, is responsible for evaluating officer performance and determining compensation levels[132]. - The company has not entered into any employment agreements with its executive officers[140]. - The company has not established any specific minimum qualifications for director nominees[136]. - The company intends to form a corporate governance and nominating committee as required by law or Nasdaq rules[134]. Internal Controls and Compliance - 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 within account processes[78]. - Management assessed the effectiveness of internal control over financial reporting and determined that it was not effective as of November 30, 2023, based on COSO criteria[80]. - There were no changes in internal control over financial reporting during the year ended November 30, 2023, that materially affected internal control[88]. - The company plans to enhance its internal control processes by improving access to accounting literature and considering additional staff with requisite experience[81]. Shareholder Information - As of March 4, 2024, the company had 6,384,209 publicly-held Class A ordinary shares issued and outstanding[144]. - Technology & Telecommunication LLC holds 3,407,500 shares, representing 53.4% of the outstanding shares[146]. - Glazer Capital, LLC owns 419,044 shares, accounting for 14.08% of the outstanding shares[146]. - The number of Class A ordinary shares issued and outstanding increased from 532,500 in 2022 to 3,407,500 in 2023[176]. - Class B ordinary shares converted into Class A ordinary shares totaled 2,875,000 during the year[176]. Audit and Fees - The company incurred audit fees of approximately $47,500 for the year ended November 30, 2023, compared to $42,500 for 2022[160]. - Audit-related fees for the year ended November 30, 2023, were $50,000, while there were no such fees in 2022[161]. - The company incurred approximately $864,000 in contingent legal fees for the year ended November 30, 2023, which is included in accounts payable[240]. - The audit committee will review all payments made to the Sponsor, officers, and directors on a quarterly basis[157]. Sponsor Agreements - The company agreed to pay its sponsor a total of $10,000 per month for office space and administrative support starting January 14, 2022[141]. - The company has a commitment to pay the Sponsor $10,000 per month for administrative support for up to 18 months[234]. - The company will cease paying monthly fees upon completion of its initial business combination or liquidation[141]. - The company has borrowed a total of $2,020,474 from the Sponsor as of November 30, 2023, with $1,654,471 already paid towards these loans[153].
Technology & Telecommunication Acquisition .(TETE) - 2023 Q4 - Annual Report