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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
March
30, 2026
Date
of Report (Date of earliest event reported)
TECHNOLOGY
& TELECOMMUNICATION ACQUISITION CORPORATION
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-41229 |
|
N/A00-0000000 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
C3-2-23A,
Jalan 1/152, Taman OUG Parklane
Off
Jalan Kelang Lama
58200
Kuala Lumpur, Malaysia
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: +60 1
2334
8193
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one ordinary share, $0.0001 par value (the “Ordinary Shares”), and one-half Redeemable Warrant |
|
TETEF |
|
OTC
Pink |
| Ordinary
Sharese |
|
TETWF |
|
OTC
Pink |
| Redeemable
Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50 |
|
TETUF |
|
OTC
Pink |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item
5.07. |
Submission
of Matters to a Vote of Security Holders. |
On
March 30, 2026, Technology & Telecommunication Acquisition Corporation (the “Company” or “Parent”) held an
extraordinary general meeting of shareholders (the “Extraordinary General Meeting”). On February 25, 2026, the record date
for the Extraordinary General Meeting, there were 3,418,316 Class A Ordinary Shares of the Company entitled to be voted at the Extraordinary
General Meeting among which 3,407,509 ordinary shares of the Company or 99.68% were represented in person or by proxy.
| 1. |
Reincorporation
Proposal |
Shareholders
approved by way of a special resolution and adopted the merger of the Company with and into TETE TECHNOLOGIES INC, a Cayman Islands exempted
company formed for the sole purpose of merging with Technology & Telecommunication Acquisition Corporation ( “PubCo”),
with PubCo being the surviving entity (the “Reincorporation Merger Surviving Entity”) and thereby reincorporating in the
Cayman Islands (collectively the “Reincorporation Merger”). We refer to this proposal as the “Reincorporation Merger
Proposal.”
The
voting results were as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 3,407,509 |
|
0 |
|
0 |
| 2. |
Business
Combination Proposal |
Shareholders
approved by way of an ordinary resolution and adopted the Amended and Restated Agreement and Plan of Merger, dated as of August 2, 2023,
as amended (the “Business Combination Agreement”), by and among the Company, PubCo, TETE INTERNATIONAL INC, a Cayman Islands
exempted Company and wholly owned subsidiary of PubCo (“Merger Sub”), Bradbury Capital Holdings Inc., a Cayman Islands exempted
company (“Holdings”) (iv) Super Apps Holdings Sdn. Bhd., a Malaysian private limited company and wholly owned subsidiary
of Holdings (the “SuperApps”), (v) Technology & Telecommunication LLC, in the capacity as the representative from and
after the effective time of the business combination (the “Effective Time”) for the shareholders of Parent (other than the
shareholders of the SuperApps as of immediately prior to the Effective Time and their successors and assignees), and (vi) Loo See Yuen,
in the capacity as the representative from and after the date hereof for the shareholders of the SuperApps as of immediately prior to
the Effective Time. Promptly after the Reincorporation Merger, the following shall occur: (a) Merger Sub shall be merged with and into
Holdings, (b) the separate corporate existence of Merger Sub shall thereupon cease, and Holdings shall be the “Merger Surviving
Corporation”, and (c) the Merger Surviving Corporation shall become a wholly-owned Subsidiary of the Reincorporation Merger Surviving
Corporation. We refer to this proposal as the “Business Combination Proposal.”
The
voting results were as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 3,407,509 |
|
0 |
|
0 |
| 3. |
Change
of Name Proposal |
Shareholders
approved by way of an ordinary resolution a proposal to consider and vote upon PubCo’s change of post-Business Combination corporate
name from “TETE TECHNOLOGIES INC” to “Bradbury Capital Inc.” We refer to this proposal as the “Change of
Name Proposal.”
The
voting results were as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 3,407,509 |
|
0 |
|
0 |
Shareholders
approved by way of an ordinary resolution the adoption by the sole member of PubCo, of the Amended and Restated Memorandum and Articles
of Association of PubCo. We refer to this proposal as the “M&A Proposal.”
The
voting results were as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 3,407,509 |
|
0 |
|
0 |
Shareholders
by an ordinary resolution approved the issuance of more than 20% of PubCo ordinary shares pursuant to the terms of the Business Combination
Agreement and the private investment in public equity investment as required by Nasdaq Listing Rules 5635(a), (b), and (d). We refer
to this proposal as the “Nasdaq Proposal.”
The
voting results were as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 3,407,509 |
|
0 |
|
0 |
| 6. |
The
Equity Incentive Plan Proposal |
Shareholders
by an ordinary resolution approved the Bradbury Capital Inc. Incentive Plan.
The
voting results were as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 3,407,509 |
|
0 |
|
0 |
| 7. |
Director
Election Proposal |
Shareholders
approved the election, effective as of the effective time of the Business Combination, of Loo See Yuen, Chow Wing Loke, Alan Fung, Virginia
Jaqveline Chan, and Soon Chong Seng as the directors of the PubCo, with. We refer to this proposal as the “Directors Proposal”.
The
voting results were as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 3,407,509 |
|
0 |
|
0 |
Each
of the proposals described above was approved by TETE’s shareholders. TETE’s shareholders elected to redeem an aggregate
of 1,153 ordinary shares in connection with the General Meeting.
Important
Information About the Proposed Business Combination and Where to Find It
For
additional information on the proposed transaction, see TETE’s Current Report on Form 8-K, which will be filed concurrently with
this press release. In connection with the proposed transaction, TETE intends to file relevant materials with the SEC, including a proxy
statement with the SEC, and will file other documents regarding the proposed transaction with the SEC. TETE’s shareholders and
other interested persons are advised to read, when available, the definitive proxy statement and documents incorporated by reference
therein filed in connection with the Business Combination, as these materials contain important information about Super Apps and TETE
and the Business Combination. TETE has mailed the definitive proxy statement and a proxy card to each shareholder entitled to vote at
the meeting relating to the approval of the Business Combination and other proposals set forth in the proxy statement. Before
making any voting or investment decision, investors and shareholders of TETE are urged to carefully read the entire proxy statement,
and any other relevant documents filed with the SEC, as well as any amendments or supplements thereto, because they contain important
information about the proposed transaction.
The documents filed by TETE with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov,
or by directing a request to TETE at address No C3-2-23A, Jalan 1/152, Taman OUG Parklane Off Jalan Kelang Lama58200 Kuala Lumpur, Malaysia.
Participants
in the Solicitation
TETE
and certain of its directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be
participants in the solicitation of proxies from TETE’s shareholders in connection with the proposed transaction. A list of the
names of those directors and executive officers and a description of their interests in TETE is included in the proxy statement for the
proposed Business Combination when available at www.sec.gov.
Other information regarding the interests of the participants in the proxy solicitation is included in the proxy statement pertaining
to the proposed Business Combination when it becomes available. These documents can be obtained free of charge from the source indicated
above.
Super
Apps and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders
of TETE in connection with the proposed Business Combination. A list of the names of such directors and executive officers and information
regarding their interests in the proposed Business Combination is included in the proxy statement for the proposed Business Combination.
Additional
information regarding the participants in the proxy solicitation and a description of their direct and indirect interests is included
in the proxy statement filed with the SEC. Shareholders, potential investors and other interested persons should read the proxy statement
carefully before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated
above.
Cautionary
Statement Regarding Forward-Looking Statements
Certain
statements contained in this Current Report on Form 8-K constitute “forward-looking statements” within the meaning of federal
securities laws. Forward-looking statements may include, but are not limited to, statements with respect to (i) trends in the digital
payment industry, including changes in demand for the Company’s services; (ii) the Company’s growth prospects and market
size; (iii) the Company’s projected financial and operational performance; (iv) new product and service offerings by the Company
may introduce in the future; (v) the potential transaction, including the implied enterprise value and the likelihood and ability of
the parties to consummate the potential transaction successfully; (vi) the risk the proposed Business Combination may not be completed
in a timely manner or at all, which may adversely affect the price of TETE’s securities; (vii) the failure to satisfy the conditions
to the consummation of the proposed Business Combination, including the approval of the proposed Business Combination by the shareholders
of TETE (viii) the effect of the announcement or pendency of the proposed Business Combination on TETE’s or the Company’s
business relationships, performance and business generally; (ix) the outcome of any legal proceedings that may be instituted against
TETE or the Company related to the proposed Business Combination or any agreement related thereto; (x) the ability to maintain the listing
of TETE on Nasdaq; (xi) the price of TETE’s securities, including volatility resulting from changes in the competitive and regulated
industry in which the Company operates, variations in performance across competitors, changes in laws and regulations affecting the Company’s
business and changes in the combined capital structure; (xii) the ability to implement business pans, forecasts, and other expectations
after the completion of the proposed Business Combination and identify and realize additional opportunities; and (xiii) other statements
regarding TETE’s or the Company’s expectations, hopes, beliefs, intentions and strategies regarding the future.
In
addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including
any underlying assumptions are forward-looking statements. The words “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intends,” “outlook,” “may,” “might,”
“plan,” “possible,” “potential,” “predict,” “project,” “should,”
“would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that
a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a result, are subject, are subject to risks and uncertainties.
You
should carefully consider the risks and uncertainties described in the “Risk Factors” section of the proxy statement relating
to the transaction, which was filed by TETE with the SEC, other documents filed by TETE from time to time with SEC, and any risk factors
made available to you in connection with TETE, the Company, and the transaction. These forward-looking statements involve a number of
risks and uncertainties (some of which are beyond the control of the Company and TETE) and other assumptions, that may cause the actual
results or performance to be materially different from those expressed or implied by these forward-looking statements. TETE and the Company
caution that the foregoing list of factors is not exclusive.
No
Offer or Solicitation
This
Current Report on Form 8-K relates to a proposed Business Combination between TETE and Super Apps Sdn. Bhd., and does not constitute
a proxy statement or solicitation of a proxy and does not constitute an offer to sell or a solicitation of an offer to buy the securities
of TETE or the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
| Item
9.01. |
Financial
Statements and Exhibits. |
| EXHIBIT NO. |
|
DESCRIPTION |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
April 2, 2026
| TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION |
| |
|
|
| By: |
/s/
Tek Che Ng |
|
| Name: |
Tek
Che Ng |
|
| Title: |
Chief
Executive Officer |
|