F-4/A 1 formf-4a.htm

 

As filed with the Securities and Exchange Commission on January 18, 2024

 

Registration No. 333-273624

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

AMENDMENT NO.2

TO

FORM F-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

 

 

TETE TECHNOLOGIES INC

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   6770   N/A
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

 

Technology & Telecommunication Acquisition Corporation

C3-2-23A, Jalan 1/152, Taman OUG Parklane

Off Jalan Kelang Lama

58200 Kuala Lumpur, Malaysia

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

 

Attention: Donald J. Puglisi

Puglisi & Associates

850 Library Ave., Suite 204

Newark, DE 19711
Telephone: 302-738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

Copies to:

Mitchell S. Nussbaum, Esq.

Alex Weniger-Araujo, Esq.

Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Telephone: (212) 407-4000

Jenny Chen-Drake, Esq.

The Law Offices of Jenny Chen-Drake
1441 New Highway 96 West, Suite 2, #123
Franklin, Tennessee 37064

Telephone: (310) 358-0880

 

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Merger Agreement are satisfied or waived.

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: ☐

 

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

 

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

 

Emerging growth company ☒

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 

 

 

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

PRELIMINARY PROXY STATEMENT/PROSPECTUS DATED JANUARY 18, 2024 — SUBJECT TO COMPLETION

 

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

OF TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION

AND PROSPECTUS FOR ORDINARY SHARES AND WARRANTS
OF TETE TECHNOLOGIES INC

 

Proxy Statement dated [●], 2024
and first mailed to shareholders on or about [●], 2024.

 

Dear Shareholders:

 

You are cordially invited to attend the extraordinary general meeting of the shareholders of Technology & Telecommunication Acquisition Corporation (“TETE”, “we”, “our”, or “us”), which will be held at [●].am., Eastern Time, on [●], 2024. Due to the public health impact of the COVID-19 outbreak and to support the health and well-being of TETE shareholders and other meeting participants, the Extraordinary General Meeting will be held in person at [●] and via virtual meeting format setting. You can participate in the Extraordinary General Meeting, vote, and submit questions via live webcast by visiting [●] with the password of [●] and entering the voter control number included on your proxy card. This proxy statement/prospectus includes additional instructions on how to access the extraordinary general meeting and how to listen, vote, and submit questions from home or any remote location with Internet connectivity.

 

TETE is a Cayman Islands exempted company incorporated as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, which TETE refers to as a “target business.” The business combination will be completed through a two-step process consisting of the Reincorporation Merger (as defined below) and the Acquisition Merger (as defined below). The Reincorporation Merger and the Acquisition Merger are collectively referred to herein as the “Business Combination.”

 

TETE has entered into an amended and restated agreement and plan of merger, dated as of August 2, 2023 (as it may be amended from time to time, the “Merger Agreement” or “Business Combination Agreement”), which provides for a Business Combination between TETE and Bradbury Capital Holdings Inc., a Cayman Islands exempted company (“Holdings”). Pursuant to the Merger Agreement, the Business Combination will be effected in two steps: (i) TETE will reincorporate in the Cayman Islands by merging with and into TETE TECHNOLOGIES INC, a Cayman Islands exempted company and wholly owned subsidiary of TETE (“PubCo”), with PubCo remaining as the surviving publicly traded entity (the “Reincorporation Merger”); (ii) after the Reincorporation Merger, TETE INTERNATIONAL INC (“Merger Sub”), a Cayman Islands exempted company and wholly owned subsidiary of PubCo, will be merged with and into Holdings, resulting in Holdings being a wholly owned subsidiary of PubCo (the “Acquisition Merger”). The Merger Agreement is by and among TETE, PubCo, Merger Sub, Holdings, Super Apps Holdings Sdn. Bhd., a Malaysian private limited company and wholly owned subsidiary of Holdings, Technology & Telecommunication LLC, as the representative of the shareholders of TETE, and Loo See Yuen, an individual as the representative of the shareholders of Holdings.

 

The aggregate consideration for the Acquisition Merger is $1,100,000,000, payable in the form of 110,000,000 newly issued PubCo Ordinary Shares (the “Closing Payment Shares”) valued at $10.00 per share, of which $235,000,000 shall be paid at Closing with the remaining $865,000,000 payable subject to the earn-out provisions set forth in the Merger Agreement, to Holdings and its shareholders in accordance with the terms of the Merger Agreement. At the closing of the Acquisition Merger, the issued and outstanding shares in Holdings held by the former Holdings shareholders will be cancelled and cease to exist, in exchange for the issuance of the Closing Payment Shares, 10% of which are to be issued and held in escrow to satisfy any indemnification obligations incurred under the Merger Agreement. At the closing of the Acquisition Merger, the one fully paid share in Merger Sub held by PubCo will become one fully paid share in the surviving corporation, so that Holdings will become a wholly-owned subsidiary of PubCo. Holders of TETE ordinary shares will be asked to approve, among other things, the Merger Agreement and the other related Proposals. The combined company, i.e. the surviving entity of the Reincorporation Merger, after the Business Combination is referred to in this proxy statement/prospectus/prospectus as the “Combined Company.”

 

i

 

 

At the extraordinary general meeting, TETE shareholders will be asked to consider and vote upon the following proposals:

 

  To approve, as a Special Resolution, the Reincorporation Merger Plan of Merger, a copy of which is attached to this proxy statement/prospectus as Annex A-2, which we refer to as the “Reincorporation Merger Proposal” or “Proposal No. 1.”
     
  To approve, as an Ordinary Resolution, the Business Combination, the entry by the Company into the Business Combination Agreement and the matters contemplated thereby, including the Reincorporation Merger, the Acquisition Merger and the Acquisition Merger Plan of Merger, which we refer to as the “Business Combination Proposal” or “Proposal No. 2.”

 

  To approve, as an Ordinary Resolution PubCo’s change of post-Business Combination corporate name from “TETE TECHNOLOGIES INC” to “Bradbury Capital Inc.”, which we refer to as the “Change of Name Proposal” or “Proposal No. 3.”

 

  To approve, as an Ordinary Resolution, the adoption by the sole member of PubCo, of the Amended and Restated Memorandum and Articles of Association of PubCo as further described herein, a copy of which is attached to this proxy statement/prospectus as Annex B which we refer to as the “M&A Proposal” or “Proposal No. 4.”

 

Collectively, Proposal No.3 and Proposal No. 4 are referred to as the “Charter Amendment Proposals”.

 

  To approve, as an Ordinary Resolution, the issuance of more than 20% of PubCo Ordinary Shares pursuant to the terms of the Merger Agreement, as required by Nasdaq Listing Rules 5635(a), (b), and (d). This proposal is referred to as the “Nasdaq Proposal” or “Proposal No. 5.”

 

  To approve, as an Ordinary Resolution, the adoption of the Bradbury Capital Inc. Incentive Plan by PubCo. A copy of the form of the Incentive Plan is attached to this proxy statement/prospectus as Annex C. This proposal is called the “Incentive Plan Proposal” or “Proposal No. 6.”

 

  To consider a proposal, if put, to approve, as an Ordinary Resolution, the adjournment of the extraordinary general meeting in the event TETE does not receive the requisite shareholder vote to approve the Business Combination. This proposal is called the “Adjournment Proposal” or “Proposal No. 7.”

 

If the TETE shareholders approve the Reincorporation Merger Proposal and the Business Combination Proposal, immediately prior to the consummation of the Business Combination, all outstanding units of TETE (each of which consists of one TETE Class A Ordinary Share and one TETE Warrant) (the “TETE Units”) will cease separate existence and trading. Upon the consummation of the Business Combination, the current equity holdings of the TETE shareholders shall be exchanged as follows:

 

(i) Each TETE Class A Ordinary Share issued and outstanding immediately prior to the Effective Time of the Reincorporation Merger (other than any redeemed shares, any TETE Ordinary Shares that are owned by TETE as treasury shares or any TETE Ordinary Shares owned by any direct or indirect wholly owned subsidiary of TETE immediately prior to the Effective Time (“Excluded Shares”) and any TETE Ordinary Shares held by any person who has validly exercised their dissenters’ rights in respect of the Reincorporation Merger pursuant to the Cayman Companies Act (“Dissenting Shares”)) will automatically be cancelled and cease to exist and, for each TETE Class A Ordinary Share, PubCo shall issue to each TETE shareholder (other than TETE shareholders who exercise their redemption rights in connection with the Business Combination or in respect of any Excluded Shares or Dissenting Shares) one validly issued Class A ordinary share of PubCo (“PubCo Ordinary Share”); and

 

(ii) Each TETE Warrant issued and outstanding immediately prior to Effective Time of the Reincorporation Merger will convert into a PubCo Warrant to purchase one PubCo Ordinary Share (or equivalent portion thereof). The PubCo Warrants will have substantially the same terms and conditions as set forth in the TETE Warrants.

 

It is anticipated that, upon consummation of the Business Combination, TETE’s existing shareholders, including the Sponsor (as defined below), will own approximately 21.4% of the issued PubCo Ordinary Shares, and the existing shareholders of Holdings will own approximately 78.6% of the issued PubCo Ordinary Shares. These relative percentages assume that (i) none of TETE’s existing public shareholders exercise their redemption rights, as discussed herein; and (ii) there is no exercise or conversion of TETE Warrants (as defined below). If any of TETE’s existing public shareholders exercise their redemption rights, the anticipated percentage ownership of TETE’s existing shareholders will be reduced. You should read “Summary of the Proxy statement/prospectus — The Business Combination Proposal” and “Unaudited Pro Forma Condensed Combined Financial Statements” for further information.

 

Pursuant to the Merger Agreement, TETE agreed to cause PubCo to receive an amount of at least $5,000,000 in immediately available cash in a private placement or other financing to be consummated simultaneously with the Closing (the “PIPE Investment”), and it is a condition precedent to Closing that PubCo shall receive the PIPE Investment comprised of (i) amounts not redeemed from TETE’s trust account and (ii) amounts raised in the PIPE Investment. As of the date of this proxy statement, TETE and Holdings have not entered into any agreements relating to transaction financing for the proposed Business Combination. The management teams of TETE and Holdings are continuing to analyze the available financing options based on cost, amount available under the facility and future effects that any financing would have on the capitalization of PubCo. Neither the Sponsor, directors, officers or their affiliates will invest in the transaction financing, or any PIPE Investment, nor will such parties receive any additional securities pursuant to anti-dilution adjustments based on any additional financing activities. The Sponsor and TETE’s insiders have waived any adjustment to the number of shares of PubCo Ordinary Shares they will receive upon consummation of the Business Combination pursuant to anti-dilution rights attached to the shares of TETE issued prior to TETE’s initial public offering. Upon entry into a financing arrangement for the Business Combination, including any PIPE Investment, TETE will disclose such arrangement (including the potential dilution) in accordance with the rules of the SEC.

 

Only shareholders who held TETE Ordinary Shares (the “TETE Shares”) at the close of business on [●], 2024 will be entitled to vote at the extraordinary general meeting and at any adjournments thereof. Holders of TETE Shares will be asked to approve the Business Combination and other related proposals.

 

ii

 

 

Regardless of how many shares you own, your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting.

 

TETE is a blank check company incorporated in Cayman Islands on November 8, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more target businesses. TETE’s units, Class A ordinary shares, and warrants are traded on the Nasdaq Global Market (“Nasdaq”) under the symbols “TETEU,” “TETE,” and “TETEW,” respectively. TETE will apply for listing, to be effective at the time of the Business Combination, of the Merger Consideration on Nasdaq under the proposed symbol “TETE.” It is a condition of the consummation of the Business Combination that the listing application for the Merger Consideration shall have been approved by Nasdaq, but there can be no assurance such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the Nasdaq condition set forth in the Merger Agreement is waived by Holdings and Super Apps.

 

The table below presents the potential ownership interest of TETE’s public shareholders, the Sponsor, Holdings’ shareholders and TETE’s IPO underwriter in PubCo across a range of varying redemption scenarios:

 

    Assuming
Minimum
Redemption
    Assuming
Mid-point
Redemption
    Assuming
Maximum
Redemption
 
    Shares     %     Shares     %     Shares     %  
Shares issued to Holdings shareholders     23,500,000       78.6 %     23,500,000       80.9 %     23,500,000       83.3 %
TETE Sponsor(1)     3,407,500       11.4 %     3,407,500       11.7 %     3,407,500       12.1 %
TETE public shareholders     2,976,709       10.0 %     2,131,848       7.3 %     1,286,987       4.6 %
Shares outstanding     29,884,209       100.0 %     29,039,348       100.0 %     28,194,487       100.0 %

 

1. The 3,407,500 shares held by TETE Sponsor includes 2,875,000 Insider Shares, which were acquired prior to the IPO for an aggregate purchase price of $25,000.

 

In addition, the following table illustrates varying ownership levels in PubCo immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public shareholders, on a fully diluted basis, showing full exercise and conversion of all securities, including (i) the Public Warrants and Private Placement Warrants, (ii) the Extension Loan, (iii) the shares issuable under the PIPE Investment, and (iv) Contingent Shares issuable to MobilityOne:

 

Additional Dilution Sources (1)    Assuming
Minimum
Redemption
    % of
Total (2) 
    Assuming
Mid-point
Redemption
    % of
Total (2) 
    Assuming
Maximum
Redemption
    % of
Total (2) 
 
Shares underlying TETE Private Placement Warrants(3)      532,500       1.8 %     532,500       1.8 %     532,500       1.9 %
Shares underlying TETE Public Warrants(4)      11,500,000       27.8 %     11,500,000       28.4 %     11,500,000       29.0 %
Shares underlying TETE Extension Loan(5)     304,095       1.0 %     304,095       1.0 %     304,095       1.1 %
Shares issuable under PIPE Investment(6)      500,000       1.6 %     500,000       1.7 %     500,000       1.7 %
Shares issuable to MobilityOne(7)      440,000       1.5 %     440,000       1.5 %     440,000       1.5 %

 

(1) All share numbers and percentages for the Additional Dilution Sources are presented without the potential reduction of any amounts paid by the holders of the given Additional Dilution Sources and therefore may overstate the presentation of dilution.
(2) The Percentage of Total with respect to each Additional Dilution Source set forth above, including the Total Additional Dilutive Sources, includes the full amount of shares issued with respect to the applicable Additional Dilution Source in both the numerator and denominator. For example, in the illustrative redemption scenario, the Percentage of Total with respect to the shares underlying the TETE Private Placement Warrants would be calculated as follows: (a) 532,500 shares issued pursuant to the Private Placement Warrants; divided by (b) (i) 29,884,209 shares (the number of shares outstanding prior to any issuance pursuant to the shares underlying the Private Placement Warrants) plus (ii) 532,500 shares issued pursuant to the shares underlying the Private Placement Warrants.
(3) Assumes exercise of all Private Placement Warrants to purchase 532,500 shares.
(4) Assumes exercise of all Public Warrants to purchase 11,500,000 shares.
(5) Assumes conversion of all Extension Loan into 152,047 units, with each unit consisting of one share and one warrant to purchase one share.
(6) Assumes 500,000 shares issuable under the potential PIPE Investment. Pursuant to the Merger Agreement, TETE and Super Apps agree that they shall use their reasonable best efforts to cause PubCo to receive an amount of at least $5,000,000 PIPE Investment. As of the date of this proxy statement, TETE and Holdings have not entered into any agreements relating to transaction financing for the proposed Business Combination.
(7) Assumes 400,000 Contingent Shares to MobilityOne. Following the consummation of the share sale pursuant to the SSA, MobilityOne will receive cash payments of $8.8 million and $4.4 million from Super Apps within 14 days and 180 days, respectively, of completion of the Business Combination. As further consideration of MobilityOne’s undertakings and guarantee of achieving the Revenue Target, Super Apps shall cause TETE to issue part of the Contingent Shares to MobilityOne Limited (which is the parent of MobilityOne) with aggregate value of $4.4 million upon OneShop Retail achieving the Revenue Target. The Contingent Shares will be issued at a price of $10.00 per share. In the event that the Business Combination is consummated, but the Revenue Target is not achieved, the Share Sale will continue, but MobilityOne will not be entitled to the Contingent Shares.

 

Because Wan Heng Chee, the majority shareholder of Holdings, will hold approximately [_]% of the voting power of PubCo upon the closing of the Business Combination, we will be a “controlled company” under the corporate governance rules of Nasdaq. We do not currently expect to rely upon the “controlled company” exemptions. However, PubCo may in the future decide to rely on the controlled company exemptions should it decide that it is in its interest to do so. See “Risk Factors — Upon completion of the Business Combination, PubCo will become a “controlled company” within the meaning of Nasdaq listing standards and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements. As a result, you may not have the same protections afforded to shareholders of companies that are subject to such requirements.”

 

Investing in PubCo’s securities involves a high degree of risk. We encourage you to read this proxy statement/prospectus carefully. In particular, you should review the matters discussed under the section entitled “Risk Factors.”

 

As of the date of this proxy statement/prospectus, there was approximately $[_] in TETE’s trust account. On [_], 2023, the last sale price of Class A ordinary shares was $[_] per share.

 

Pursuant to TETE’s existing amended and restated memorandum and articles of association (the “Existing M&A”), TETE is providing its public shareholders with the opportunity to redeem all or a portion of their Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in TETE’s trust account as of two Business Days prior to the consummation of the Business Combination, including interest, less taxes payable, divided by the number of then outstanding Public Shares that were sold as part of the TETE Units in TETE’s initial public offering (“IPO”), subject to the limitations described herein. TETE estimates that the per-share price at which public shares may be redeemed from cash held in the trust account will be approximately $[_] at the time of the extraordinary general meeting. TETE’s public shareholders may elect to redeem their shares even if they vote for the Business Combination Proposal or do not vote at all. TETE has no specified maximum redemption threshold under TETE’s Existing M&A. Holders of outstanding TETE Warrants do not have redemption rights in connection with the Business Combination.

 

TETE is providing this proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. The Initial Shareholders, who own approximately [_]% of TETE Shares as of the Record Date, have agreed to vote all shares they own in favor of the Business Combination Proposal, and intend to vote for each of the other Proposals as well, although there is no agreement in place with respect to voting on those Proposals.

 

On [_], 2023, the record date for the extraordinary general meeting (the “Record Date”), the last sale price of Class A ordinary shares was $[_].

 

Each shareholder’s vote is very important. Whether or not you plan to attend the extraordinary general meeting in person, please submit your proxy card without delay. Shareholders may revoke proxies at any time before they are voted at the extraordinary general meeting. Voting by proxy will not prevent a shareholder from voting in person if such shareholder subsequently chooses to attend the extraordinary general meeting.

 

The accompanying proxy statement/prospectus provides shareholders of TETE with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of TETE. We encourage you to read the entire accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety.

 

TETE’s board of directors unanimously recommends that TETE shareholders vote “FOR” approval of each of the Proposals.

 

   
Tek Che Ng  
Chief Executive Officer  
Technology & Telecommunication Acquisition Corporation  
   
[●], 2024  

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

 

iii

 

 

HOW TO OBTAIN ADDITIONAL INFORMATION

 

This proxy statement/prospectus incorporates important business and financial information about TETE that is not included or delivered herewith. If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by TETE with the Securities and Exchange Commission, such information is available without charge upon written or oral request. Please contact the following:

 

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Toll Free: (800) 662-5200

Collect: (203) 658-9400

TETE.info@investor.morrowsodali.com

 

If you would like to request documents, please do so no later than [●], 2024 to receive them before TETE’s extraordinary general meeting. Please be sure to include your complete name and address in your request. Please see the section entitled “Where You Can Find Additional Information” to find out where you can find more information about TETE and Super Apps. You should rely only on the information contained in this proxy statement/prospectus in deciding how to vote on the Business Combination. Neither TETE nor Super Apps has authorized anyone to give any information or to make any representations other than those contained in this proxy statement/prospectus. Do not rely upon any information or representations made outside of this proxy statement/prospectus. The information contained in this proxy statement/prospectus may change after the date of this proxy statement/prospectus. Do not assume after the date of this proxy statement/prospectus that the information contained in this proxy statement/prospectus is still correct.

 

iv

 

 

TRADEMARKS

 

This document contains references to trademarks, trade names, and service marks belonging to other entities. Solely for convenience, trademarks, trade names, and service marks referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

 

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MARKET AND INDUSTRY DATA

 

This proxy statement/prospectus includes industry and market data obtained from periodic industry publications, third-party studies and surveys. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable. Although we believe the industry and market data to be reliable as of the date of this proxy statement/prospectus, this information could prove to be inaccurate. Industry and market data could be wrong because of the method by which sources obtained their data and because information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. Each publication, study and report speaks as of its original publication date (and not as of the date of this proxy statement/prospectus). Certain of these publications, studies and reports were published before the COVID-19 pandemic and therefore do not reflect any impact of COVID-19 on any specific market or globally. In addition, we do not know all of the assumptions regarding general economic conditions or growth that were used in preparing the forecasts from the sources relied upon or cited herein. We have not independently verified this third-party information. The industry in which Super Apps operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in the sections entitled “Special Note Regarding Forward-Looking Statements” beginning on page 75 of this proxy statement/prospectus and “Risk Factors – Risk Factors Relating to Super Apps” beginning on page 38 of this proxy statement/prospectus and elsewhere in this proxy statement/prospectus.

 

vi

 

 

FREQUENTLY USED TERMS

 

Unless otherwise stated in this proxy statement/prospectus or unless the context requires otherwise, references in this proxy statement/prospectus to:

 

  “Amended and Restated Memorandum and Articles of Association” means the proposed Amended and Restated Memorandum and Articles of Association of PubCo to be in effect following the Business Combination, substantially in the form as set forth as Annex B;
     
  “Board” or “TETE Board” means the board of directors of TETE;
     
  “Business Combination” means the transactions contemplated by the Merger Agreement;
     
  “Merger Agreement” means the business combination agreement dated October 19, 2022, by and among TETE, Super Apps, the Sponsor, and Loo See Yuen as amended and restated by the Amended and Restated Agreement and Plan of Merger, dated August 2, 2023, by and among TETE, PubCo, Merger Sub, Holdings, Super Apps, the Sponsor and Loo See Yuen, as may be amended, supplemented or otherwise modified from time to time, and its schedules and exhibits thereto;
     
  “Business Day” means any day (except any Saturday, Sunday, or public holiday) on which banks in New York City, New York are open for business;
     
  “Cayman Companies Act” means the Companies Act (Revised) of the Cayman Islands (as the same may be amended from time to time);
     
  “Class A ordinary shares” means the Class A ordinary shares of TETE of par value $0.0001 each;
     
  “Class B ordinary shares” means the Class B ordinary shares of TETE of par value $0.0001 each;
     
  “Closing” means closing of the Business Combination in accordance with the terms of the Merger Agreement;
     
  “COVID-19” are to the novel coronavirus pandemic;
     
  “DTC” means Depository Trust Company;
     
  “Exchange Act” Securities Exchange Act of 1934, as amended;
     
  “Existing M&A” means TETE’s amended and restated memorandum and articles of association adopted by special resolution passed on 19 July 2023;
     
  “Extraordinary general meeting” means the meeting of the shareholders of TETE that is the subject of this proxy statement/prospectus;
     
  Fairness Opinion means the fairness analysis and opinion issued by Baker Tilly MH Advisory Sdn Bhd by the request of TETE to opine the fairness of the proposed acquisition of 100% of the equity interest of Super Apps for the merger consideration of USD1.1 billion (Merger Consideration”) See the Baker Tilly report in this proxy statement/prospectus attached as Annex D)
     
  “Holdings” means Bradbury Capital Holdings Inc., a Cayman Islands exempted company;
     
  “Initial Shareholders” means the Sponsor and the officers and directors of TETE who hold Insider Shares and 532,500 Private Placement Units;
     
  “Insider Shares” means the aggregate of 2,875,000 Class A ordinary shares of TETE, par value $0.0001, held by our Initial Shareholders, which were acquired prior to the IPO for an aggregate purchase price of $25,000;
     
  “IPO” means the initial public offering of TETE, completed on January 20, 2022, pursuant to which the TETE Units were listed on Nasdaq;
     
  “Merger Consideration” means the 110,000,000 PubCo Ordinary Shares, with a deemed price of $10.00 per share, to be issued to the shareholders of Holdings in accordance with the terms of the Merger Agreement;
     
  “Merger Sub” means TETE INTERNATIONAL INC, a Cayman Islands exempted company and wholly-owned subsidiary of PubCo;
     
  “Nasdaq” means the Nasdaq Global Market;
     
  “Ordinary Resolution” means an ordinary resolution under Cayman Islands law and in accordance with the Existing M&A, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares that are present in person or represented by proxy and entitled to vote thereon at the Extraordinary General Meeting;

 

vii

 

 

  “Ordinary Shares” means the Class A ordinary shares;
     
  “OneShop Retail” means OneShop Retail Sdn Bhd a Malaysian private limited company
     
  “PIPE Investment” means a private placement or other private financing to be consummated simultaneously with the Closing;
     
  “Plans of Merger” means (i) the Plan of Merger in connection with the Reincorporation Merger and (ii) the Plan of Merger in connection with the Acquisition Merger, collectively.
     
  “Private Placement Units” means private TETE Units held by the Sponsor, which were acquired by the Sponsor at the consummation of the IPO;
     
  “Private Shares” means the Class A ordinary shares of TETE, par value $0.0001 per share, included in the Private Units;
     
  “Private Units” means the 532,500 units of TETE, consisting of one Class A ordinary share and one warrant, issued in a private placement that closed concurrently with the IPO;
     
  “Projections” means the financial projections prepared by the management of Super Apps that were delivered to TETE in July 2022 in connection with the Business Combination;
     
  “PubCo” means TETE TECHNOLOGIES INC, a Cayman Islands exempted company;
     
  “PubCo Ordinary Shares” means Class A Ordinary Shares of PubCo, par value $0.0001 per share;
     
  “PubCo preference shares” means preference shares of Pubco, par value of $0.0001 each;
     
  “PubCo Warrants” means the redeemable warrants entitling the holder thereof to purchase one PubCo Ordinary Share;
     
  “Public Shares” means the Class A ordinary shares of TETE, par value $0.0001 per share, issued in the IPO;
     
  “Record Date” means [●];
     
  “SEC” or “Securities and Exchange Commission” means the Securities and Exchange Commission of the United States;
     
  “Securities Act” means the Securities Act of 1933, as amended;
     
  “Incentive Plan” means the proposed PubCo’s Incentive Plan to be in effect as of and contingent on Closing, the form of which is attached to this proxy statement/prospectus as Annex C;
     
  “Special Resolution” means a special resolution under Cayman Islands law and the Existing M&A, being the affirmative vote of at least two-thirds of the holders of the issued and outstanding Ordinary Shares who, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting;
     
  “Sponsor” means Technology & Telecommunication LLC, the sponsor of TETE;
     
  “Super Apps” means Super Apps Holdings Sdn Bhd, a Malaysian private limited company and a wholly owned subsidiary of Holdings;
     
  “TETE,” “we,” “us” or “our company” means Technology & Telecommunication Acquisition Corporation;
     
  “TETE preference shares” means preference shares of TETE, par value of $0.0001 each;
     
  “TETE Shares” means the Public Shares and the Insider Shares;
     
  “TETE Units” means the units issued in the IPO, consisting of one Public Share and one TETE Warrant;
     
  “TETE Warrants” means the redeemable warrants entitling the holder thereof to purchase one Public Share;
     
  “Transfer Agent” or “Continental” means Continental Stock Transfer & Trust Company;
     
  “Trust account” means the trust account of TETE that holds the proceeds of the IPO;
     
  “U.S. Dollars” and “$” means the legal currency of the United States; and
     
  “U.S. GAAP” means the accounting principles generally accepted in the United States.

 

Reporting Currency

 

The reporting currency of TETE is the U.S. Dollar. This proxy statement/prospectus also contains translations of certain foreign currency amounts into U.S. Dollars for the convenience of the reader. The reporting currency of Super Apps is the U.S. Dollar and the accompanying combined and consolidated financial statements have been expressed in U.S. Dollars. In addition, Super Apps and its subsidiaries operating in Malaysia maintain their books and record in their local currency, Malaysian Ringgit, which is a functional currency being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not U.S. Dollars are translated into U.S. Dollars, in accordance with ASC Topic 830-30, “Translation of Financial Statements”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statements of changes in shareholder’s equity. We make no representation that the Malaysian Ringgit or U.S. Dollar amounts referred to in this proxy statement/prospectus could have been or could be converted into U.S. Dollars or Malaysian Ringgit, as the case may be, at any particular rate or at all.

 

viii

 

 

TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION

C3-2-23A, Jalan 1/152, Taman OUG Parklane

Off Jalan Kelang Lama

58200 Kuala Lumpur, Malaysia

Attn: Tek Che Ng

Tel: +60 1 2334 8193

 

NOTICE OF EXTRAORDINARY GENERAL MEETING OF

TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION SHAREHOLDERS

 

To Be Held on [●], 2024

 

To Technology & Telecommunication Acquisition Corporation (“TETE”) Shareholders:

 

NOTICE IS HEREBY GIVEN that you are cordially invited to attend an extraordinary general meeting of shareholders of TETE (“TETE,” “we,” “our,” or “us”) to be held in person at [●] and via virtual meeting format setting, on [●], 2024, at [●] a.m. (the “extraordinary general meeting”), for the following purposes:

 

  To approve, as a Special Resolution, the Reincorporation Merger Plan of Merger, a copy of which is attached to this proxy statement/prospectus as Annex A-2, which we refer to as the “Reincorporation Merger Proposal” or “Proposal No. 1.”
     
  To approve, as an Ordinary Resolution, the Business Combination, the entry by the Company into the Business Combination Agreement and the matters contemplated thereby, including the Reincorporation Merger and the Acquisition Merger and the Acquisition Merger Plan of Merger, which we refer to as the “Business Combination Proposal” or “Proposal No. 2.”

 

  To approve, as an Ordinary Resolution PubCo’s change of post-Business Combination corporate name from “TETE TECHNOLOGIES INC” to “Bradbury Capital Inc.”, which we refer to as the “Change of Name Proposal” or “Proposal No. 3.”

 

  To approve, as an Ordinary Resolution the adoption by the sole member of PubCo of the Amended and Restated Memorandum and Articles of Association of PubCo as further described herein, a copy of which is attached to this proxy statement/prospectus as Annex B which we refer to as the “M&A Proposal” or “Proposal No. 4.”

 

Collectively, Proposal No.3 and Proposal No. 4 are referred to as the “Charter Amendment Proposals”

 

  To approve, as an Ordinary Resolution, the issuance of more than 20% of PubCo’s Ordinary Shares pursuant to the terms of the Merger Agreement, as required by Nasdaq Listing Rules 5635(a), (b), and (d). This proposal is referred to as the “Nasdaq Proposal” or “Proposal No. 5.”

 

  To approve, as an Ordinary Resolution, the adoption of the Bradbury Capital Inc. Incentive Plan by PubCo. A copy of the form of the Incentive Plan is attached to this proxy statement/prospectus as Annex C. This proposal is called the “Incentive Plan Proposal” or “Proposal No. 6.”

 

  To consider a proposal, if put, to approve, as an Ordinary Resolution, the adjournment of the extraordinary general meeting in the event TETE does not receive the requisite shareholder vote to approve the Business Combination. This proposal is called the “Adjournment Proposal” or “Proposal No. 7.”

 

The Business Combination Proposal is conditioned upon the approval of Proposal No. 1 and Proposal No. 5. Proposals No. 1, 3, 4, 5 and 6 are dependent upon approval of the Business Combination Proposal. It is important for you to note that in the event that the Business Combination Proposal is not approved, TETE will not consummate the Business Combination. If TETE does not consummate the Business Combination and fails to complete an initial business combination by November 20, 2023 (unless otherwise extended) TETE will be required to dissolve and liquidate.

 

ix

 

 

Proposals 1 through 7 are sometimes collectively referred to herein as the “Proposals.”

 

As of the date of this proxy statement/prospectus, there were [_] TETE Shares issued and outstanding and entitled to vote. Only TETE shareholders who hold shares of record as of the close of business on [●], 2024 are entitled to vote at the extraordinary general meeting or any adjournment of the extraordinary general meeting. This proxy statement/prospectus is first being mailed to shareholders on or about [●], 2024. Approval of the Reincorporation Merger Proposal requires the affirmative vote of at least two-thirds (2/3) of the holders of the issued and outstanding Ordinary Shares who, being entitled to do so, vote in person or by proxy at the extraordinary general meeting. Further, approval of each of the Charter Amendment Proposals, the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, and the Adjournment Proposal will each require the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares present in person, including by virtual attendance, or represented by proxy and entitled to vote thereon at the extraordinary general meeting. Attending the extraordinary general meeting in person, including by virtual attendance, or represented by proxy and abstaining from voting will have the same effect as voting against all the proposals and, assuming a quorum is present, broker non-votes will have no effect on the Reincorporation Merger Proposal, the Business Combination Proposal, the Charter Amendment Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, and the Adjournment Proposal.

 

TETE currently is authorized to issue 479,000,000 Class A ordinary shares and 20,000,000 Class B ordinary shares, as well as 1,000,000 TETE preference shares.

 

Whether or not you plan to participate in the extraordinary general meeting, please date, sign, and return your proxy card without delay, or submit your proxy through the Internet or by telephone as promptly as possible in order to ensure your representation at the extraordinary general meeting no later than the time appointed for the meeting or adjourned meeting. If you fail to return your proxy card and do not participate in the extraordinary general meeting, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting.

 

You may revoke a proxy at any time before it is voted at the extraordinary general meeting by executing and returning a proxy card dated later than the previous one, by participating in the extraordinary general meeting and casting your vote by hand or by submitting a written revocation to Morrow Sodali LLC, 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902, Telephone: (800) 662-5200 (“Morrow Sodali LLC”), that is received by Morrow Sodali LLC before we take the vote at the extraordinary general meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

 

TETE is providing the accompanying proxy statement/prospectus and accompanying proxy card to TETE’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general meeting, the Business Combination and other related business to be considered by TETE’s shareholders at the extraordinary general meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the extraordinary general meeting, all of TETE’s shareholders should read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 38 of the accompanying proxy statement/prospectus.

 

After careful consideration, the board of directors of TETE has unanimously approved the Merger Agreement and the transactions contemplated thereby, and unanimously recommends that shareholders vote “FOR” the adoption of the Merger Agreement and approval of the transactions contemplated thereby, and “FOR” all other proposals presented to TETE’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of TETE, you should keep in mind that TETE’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 2 – The Business Combination Proposal — Interests of TETE’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

 

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO TETE’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE (IF ANY) TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

 

By order of the Board of Directors,

 

   
Tek Che Ng  
Chief Executive Officer of  
Technology & Telecommunication Acquisition Corporation  
   
[●], 2024  

 

x

 

 

TABLE OF CONTENTS

 

  PAGE
HOW TO OBTAIN ADDITIONAL INFORMATION iV
TRADEMARKS v
MARKET AND INDUSTRY DATA Vi
FREQUENTLY USED TERMS VII
NOTICE OF EXTRAORDINARY GENERAL MEETING OF TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION SHAREHOLDERS Ix
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR TETE SHAREHOLDERS 1
DELIVERY OF DOCUMENTS TO TETE SHAREHOLDERS 13
SUMMARY OF THE proxy statement/prospectus 14
TRADING MARKET AND DIVIDENDS 37
RISK FACTORS 38
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 75
EXTRAORDINARY GENERAL MEETING OF TETE SHAREHOLDERS 76
PROPOSAL No.1 – THE REINCORPORATION MERGER PROPOSAL 84
Proposal No. 2 – THE BUSINESS COMBINATION PROPOSAL 85
PROPOSAL NO. 3 – THE CHARTER AMENDMENT PROPOSALS 111
PROPOSAL NO. 4 – THE NASDAQ PROPOSAL 113
PROPOSAL NO. 5 – THE INCENTIVE PLAN PROPOSAL 113
PROPOSAL NO. 6 – THE ADJOURNMENT PROPOSAL 115
U.S. FEDERAL INCOME TAX AND CAYMAN ISLANDS TAX CONSIDERATIONS 121
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS 128
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 136
INFORMATION ABOUT SUPER APPS 141
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SUPER APPS 165
MANAGEMENT’s DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF TETE 175

 

xi

 

 

INFORMATION ABOUT TETE 177
TETE’S DIRECTORS AND EXECUTIVE OFFICERS 180
DIRECTORS AND EXECUTIVE OFFICERS OF SUPER APPS 186
DIRECTORS AND EXECUTIVE OFFICERS OF THE PUBCO AFTER THE BUSINESS COMBINATION 187
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT PRIOR TO THE BUSINESS COMBINATION 192
SECURITY OWNERSHIP OF PUBCO AFTER THE BUSINESS COMBINATION 193
CERTAIN TRANSACTIONS AND RELATED PARTY TRANSACTIONS 194
DESCRIPTION OF PUBCO’S SECURITIES 196
COMPARISON OF SHAREHOLDERS’ RIGHTS 201
SHARES ELIGIBLE FOR FUTURE SALE 202
EXPERTS 203
SHAREHOLDER PROPOSALS AND OTHER MATTERS 204
ENFORCEABILITY OF CIVIL LIABILITY 204
DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS 204
WHERE YOU CAN FIND ADDITIONAL INFORMATION 204
LEGAL MATTERS 204
INDEX TO FINANCIAL STATEMENTS F-1
ANNEX A-1 – Merger Agreement A-1-1
ANNEX A-2 – REINCORPORATION MERGER PLAN OF MERGER A-2-1
ANNEX B – Amended Memorandum and Articles OF ASSOCIATION B-1
ANNEX C – Incentive Plan C-1
ANNEX D – FAIRNESS OPINION OF BAKER TILLY D-1

 

xii

 

 

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR TETE SHAREHOLDERS

 

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to TETE’s shareholders. Shareholders should read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the extraordinary general meeting, which will be held in person at [●] and via virtual meeting format setting at 10:00 a.m. Eastern Time on [●], 2024 (the “Meeting”). If you hold your shares through a bank, broker, or other nominee, you will need to take additional steps to participate in the extraordinary general meeting, as described in this proxy statement/prospectus.

 

Q:Why am I receiving this proxy statement/prospectus?

 

A: TETE, PubCo, Merger Sub, Holdings, Super Apps, Technology & Telecommunication LLC, and Loo See Yuen have agreed to the Business Combination under the terms of the Merger Agreement, which is attached to this proxy statement/prospectus as Annex A-1, and is incorporated into this proxy statement/prospectus by reference. The board of directors of TETE (the “Board”) is soliciting your proxy to vote for the Business Combination and other Proposals at the Meeting because you owned TETE Class A ordinary shares at the close of business on [_], 2023, the “Record Date” for the Meeting, and are therefore entitled to vote at the Meeting. This proxy statement/prospectus summarizes the information that you need to know in order to cast your vote. You are encouraged to read this proxy statement/prospectus, including the section titled “Risk Factors” and all the Annexes hereto.

 

TETE shareholders are being asked to consider and vote upon a proposal to adopt the Merger Agreement pursuant to which TETE will merge with and into PubCo, with PubCo being the surviving company and PubCo will thereafter become, through an acquisition merger, the beneficial owner of all of the issued and outstanding shares and other equity interests of Holdings, and related proposals.

 

The units that were issued in TETE’s initial public offering, or the “TETE Units”, each consist of one Class A ordinary share of TETE, $0.0001 par value per share, or the “Public Shares”, and one redeemable warrant, each redeemable warrant entitling the holder thereof to purchase one Public Share at $11.50 per share, or the “TETE Warrants”. TETE shareholders (except for Initial Shareholders or officers or directors of TETE) will be entitled to redeem their Public Shares for a pro rata share of the trust account (currently anticipated to be approximately $[_] per share for shareholders) net of taxes payable. The TETE Units, Public Shares, and TETE Warrants are currently listed on Nasdaq.

 

The provisions of the Amended and Restated Memorandum and Articles will differ in certain material respects from the Existing M&A. Please see “What amendments will be made to the constitutional documents of PubCo?” below.

 

This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the extraordinary general meeting of TETE shareholders. You should read it carefully.

 

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its Annexes.

 

Q:What is being voted on?

 

A: Below are the proposals on which TETE shareholders are being asked to vote:

 

  To approve, as a Special Resolution, the Reincorporation Merger Plan of Merger, which we refer to as the “Reincorporation Merger Proposal” or “Proposal No. 1.”
     
  To approve, as an Ordinary Resolution, the Business Combination, the entry by the Company into the Business Combination Agreement and the matters contemplated thereby, including the Reincorporation Merger, the Acquisition Merger and the Acquisition Merger Plan of Merger, which we refer to as the “Business Combination Proposal” or “Proposal No. 2.”

 

1
 

 

  To approve, as an Ordinary Resolution PubCo’s change of post-Business Combination corporate name from “TETE TECHNOLOGIES INC” to “Bradbury Capital Inc.”, which we refer to as the “Change of Name Proposal” or “Proposal No. 3.”

 

  To approve, as an Ordinary Resolution the adoption by the sole member of PubCo of the Amended and Restated Memorandum and Articles of Association of PubCo as further described herein, a copy of which is attached to this proxy statement/prospectus as Annex B which we refer to as the “M&A Proposal” or “Proposal No. 4.”

 

Collectively, Proposal No.3 and Proposal No. 4 are referred to as the “Charter Amendment Proposals”.

 

  To approve, as an Ordinary Resolution, the issuance of more than 20% of PubCo’s Ordinary Shares pursuant to the terms of the Merger Agreement, as required by Nasdaq Listing Rules 5635(a), (b), and (d). This proposal is referred to as the “Nasdaq Proposal” or “Proposal No. 5.”

 

  To approve, as an Ordinary Resolution, the adoption of the Incentive Plan by PubCo (the form of which is attached to this proxy statement/prospectus as Annex C). This proposal is called the “Incentive Plan Proposal” or “Proposal No. 6.”

 

  To consider a proposal, if put, to approve, as an Ordinary Resolution, the adjournment of the extraordinary general meeting in the event TETE does not receive the requisite shareholder vote to approve the Business Combination. This proposal is called the “Adjournment Proposal” or “Proposal No. 7.”

 

If our shareholders do not approve each of the Proposals, then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the Merger Agreement could terminate and the Business Combination may not be consummated. For more information, please see “Proposal No. 2 – The Business Combination Proposal,” “Proposal No. 3 – The Change of Name Proposal,” “Proposal No. 4 – The M&A Proposal”, “Proposal No.5 – The Nasdaq Proposal”, “Proposal No. 6 – The Incentive Plan Proposal”, and “Proposal No. 7 – The Adjournment Proposal.”

 

TETE will hold the extraordinary general meeting to consider and vote upon these Proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of TETE should read it carefully.

 

After careful consideration, the TETE Board has determined that the Reincorporation Merger Proposal, the Business Combination Proposal, the Charter Amendment Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, and the Adjournment Proposal are in the best interests of TETE and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

 

The existence of financial and personal interests of one or more of TETE’s directors may result in conflicts of interest on the part of such director(s) between what he, she or they may believe is in the best interests of TETE and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, TETE’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 2 – The Business Combination Proposal – Interests of TETE’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

 

Q:Are any of the Proposals conditioned on one another?

 

A.

The Business Combination Proposal is conditioned upon the approval of Proposal No. 1 and Proposal No. 5. Proposals No. 1, 3, 4, 5 and 6 are dependent upon approval of the Business Combination Proposal. It is important for you to note that in the event that the Business Combination Proposal is not approved, TETE will not consummate the Business Combination. If TETE does not consummate the Business Combination and fails to complete an initial business combination by November 20, 2023 (unless otherwise extended) TETE will be required to dissolve and liquidate.

 

 

Q: Did the TETE board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

 

A. Yes. Baker Tilly MH Advisory Sdn Bhd (“Baker Tilly”) (“Baker Tilly”) provided the TETE Board a fairness opinion which concluded that, as of the date of its opinion, and based on and subject to the assumptions, qualifications and other matters set forth therein, the Merger Consideration to be issued by PubCo in the Business Combination is fair, from a financial point of view, to TETE. See “The Business Combination Proposal – Opinion of Baker Tilly” for additional information regarding the scope, assumptions made, procedures followed, matters considered, qualifications and limitations of the review undertaken and other matters considered by Baker Tilly in connection with the preparation of its fairness opinion.

 

Q:What is the value of the consideration to be received in the Business Combination?

 

A. The aggregate value of the Merger Consideration to be paid by TETE in the Business Combination is approximately $1,100,000,000 (calculated as follows: 110,000,000 PubCo Ordinary Shares to be issued to shareholders of Holdings, multiplied by $10.00 per share (the deemed value of the shares in the Merger Agreement)).

 

Q: Will PubCo obtain new financing in connection with the Business Combination?

 

A. Pursuant to the Merger Agreement, TETE and Super Apps agree that they shall use their reasonable best efforts to cause PubCo to receive an amount of at least $5,000,000 in immediately available cash, net of expenses and liabilities, in a private placement or other financing to be consummated with the Closing (the “PIPE Investment”), and it is a condition precedent to Closing that PubCo shall receive the PIPE Investment comprised of (i) amounts not redeemed from TETE’s trust account and (ii) amounts raised in the PIPE Investment.
   
 

As of the date of this proxy statement, TETE and Holdings have not entered into any agreements relating to transaction financing for the proposed Business Combination. The management teams of TETE and Holdings are continuing to analyze the available financing options based on cost, amount available under the facility and future effects that any financing would have on the capitalization of PubCo. Neither the Sponsor, directors, officers or their affiliates will invest in the transaction financing, or any PIPE Investment, nor will such parties receive any additional securities pursuant to anti-dilution adjustments based on any additional financing activities. The Sponsor and TETE’s insiders have waived any adjustment to the number of shares of PubCo Ordinary Shares they will receive upon consummation of the Business Combination pursuant to anti-dilution rights attached to the shares of TETE issued prior to TETE’s initial public offering (the “IPO”). Upon entry into a financing arrangement for the Business Combination, including any PIPE Investment, TETE will disclose such arrangement (including the potential dilution) in accordance with the rules of the SEC.

 

2
 

 

Q:How will the combined company be managed following the Business Combination?

 

A. Immediately following the Closing, PubCo’s board of directors will consist of five directors, two of whom shall be designated by the Sponsor and three of whom shall be designated by Super Apps. At the Closing, PubCo, Sponsor and certain shareholders of Holdings will enter into a voting agreement relating to the Sponsor’s right to have two nominees on PubCo’s post-closing board of directors.
   
  After the consummation of the Business Combination, PubCo will be a “foreign private issuer” under the U.S. securities laws and the rules of Nasdaq. For more information about the foreign private issuer, please see the sections titled “Director and Executive Officers of PubCo after the Business Combination — Foreign Private Issuer Status.”

 

Q: What equity stake will current TETE shareholders and current equity holders of Holdings hold in PubCo immediately after the consummation of the Business Combination?

 

A.

The table below presents the potential ownership interest of TETE’s public shareholders, the Sponsor, Holdings’ shareholders and TETE’s IPO underwriter in PubCo across a range of varying redemption scenarios:

 

   Assuming
Minimum
Redemption
   Assuming
Mid-point
Redemption
   Assuming
Maximum
Redemption
 
   Shares   %   Shares   %   Shares   % 
Shares issued to Holdings shareholders   23,500,000     78.6 %   23,500,000     80.9 %   23,500,000     83.3 %
TETE Sponsor(1)    3,407,500     11.4 %   3,407,500     11.7 %   3,407,500     12.1 %
TETE public shareholders   2,976,709     10.0 %   2,131,848     7.3 %   1,286,987     4.6 %
Shares outstanding    29,884,209     100.0%    29,039,348     100.0%    28,194,487     100.0%

 

1. The 3,407,500 shares held by TETE Sponsor includes 2,875,000 Insider Shares, which were acquired prior to the IPO for an aggregate purchase price of $25,000.

 

In addition, the following table illustrates varying ownership levels in PubCo immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public shareholders, on a fully diluted basis, showing full exercise and conversion of all securities, including (i) the Public Warrants and Private Placement Warrants, (ii) the Extension Loan, (iii) the shares issuable under the PIPE Investment, and (iv) Contingent Shares issuable to MobilityOne:

 

Additional Dilution Sources (1)    Assuming
Minimum
Redemption
    % of
Total (2) 
    Assuming
Mid-point
Redemption
    % of
Total (2) 
    Assuming
Maximum
Redemption
    % of
Total (2) 
 
Shares underlying TETE Private Placement Warrants(3)      532,500       1.8 %     532,500       1.8 %     532,500       1.9 %
Shares underlying TETE Public Warrants(4)      11,500,000       27.8 %     11,500,000       28.4 %     11,500,000       29.0 %
Shares underlying TETE Extension Loan(5)     304,095       1.0 %     304,095       1.0 %     304,095       1.1 %
Shares issuable under PIPE Investment(6)      500,000       1.6 %     500,000       1.7 %     500,000       1.7 %
Shares issuable to MobilityOne(7)      440,000       1.5 %     440,000       1.5 %     440,000       1.5 %

 

(1) All share numbers and percentages for the Additional Dilution Sources are presented without the potential reduction of any amounts paid by the holders of the given Additional Dilution Sources and therefore may overstate the presentation of dilution.
(2) The Percentage of Total with respect to each Additional Dilution Source set forth above, including the Total Additional Dilutive Sources, includes the full amount of shares issued with respect to the applicable Additional Dilution Source in both the numerator and denominator. For example, in the illustrative redemption scenario, the Percentage of Total with respect to the shares underlying the TETE Private Placement Warrants would be calculated as follows: (a) 532,500 shares issued pursuant to the Private Placement Warrants; divided by (b) (i) 29,884,209 shares (the number of shares outstanding prior to any issuance pursuant to the shares underlying the Private Placement Warrants) plus (ii) 532,500 shares issued pursuant to the shares underlying the Private Placement Warrants.
(3) Assumes exercise of all Private Placement Warrants to purchase 532,500 shares.
(4) Assumes exercise of all Public Warrants to purchase 11,500,000 shares.
(5) Assumes conversion of all Extension Loan into 152,047 units, with each unit consisting of one share and one warrant to purchase one share.
(6) Assumes 500,000 shares issuable under the potential PIPE Investment. Pursuant to the Merger Agreement, TETE and Super Apps agree that they shall use their reasonable best efforts to cause PubCo to receive an amount of at least $5,000,000 PIPE Investment. As of the date of this proxy statement, TETE and Holdings have not entered into any agreements relating to transaction financing for the proposed Business Combination.
(7) Assumes 400,000 Contingent Shares to MobilityOne. Following the consummation of the share sale pursuant to the SSA, MobilityOne will receive cash payments of $8.8 million and $4.4 million from Super Apps within 14 days and 180 days, respectively, of completion of the Business Combination. As further consideration of MobilityOne’s undertakings and guarantee of achieving the Revenue Target, Super Apps shall cause TETE to issue part of the Contingent Shares to MobilityOne Limited (which is the parent of MobilityOne) with aggregate value of $4.4 million upon OneShop Retail achieving the Revenue Target. The Contingent Shares will be issued at a price of $10.00 per share. In the event that the Business Combination is consummated, but the Revenue Target is not achieved, the Share Sale will continue, but MobilityOne will not be entitled to the Contingent Shares.

 

The following table shows the dilutive effect and the effect on the per share value of shares held by non-redeeming holders  under a range of redemption scenarios and dilutive securities exercise scenarios:

 

    Assuming Minimum
Redemption
    Assuming Mid-point
Redemption
    Assuming Maximum
Redemption
 
    Shares     Value
Per Share
    Shares     Value
Per Share
    Shares     Value
Per Share
 
Base Scenario(1)      29,884,209     $ (6.53 )     29,039,348     $ (7.04 )     28,194,487     $ (7.59 )
Excluding Sponsor Shares(2)      27,541,709     $ (7.09 )     26,696,848     $ (7.66 )     25,851,987     $ (8.27 )
Exercising TETE Public Warrants(3)     41,384,209     $ (4.72 )     40,539,348     $ (5.05 )     39,694,487     $ (5.39 )
Exercising TETE Private Placement Warrants(4)      30,416,709     $ (6.42 )     29,571,848     $ (6.92 )     28,726,987     $ (7.45 )
Conversion of Extension Loan into units(5)      30,188,304     $ (6.47 )     29,343,443     $ (6.97 )     28,498,582     $ (7.50 )
Issuance of shares under the PIPE Investment(6)      30,384,209     $ (6.43 )     29,539,348     $ (6.93 )     28,694,487     $ (7.45 )
Issuance of Contingent Shares to MobilityOne(7)      30,324,209     $ (6.44 )     29,479,348     $ (6.94 )     28,634,487     $ (7.47 )

 

(1) Represents the post-Closing share ownership of the PubCo assuming various levels of redemption by TETE public shareholders.
(2) Represents the Base Scenario excluding the 3,407,500 shares held by the Sponsor.
(3) Represents the Base Scenario plus the full exercise of the 11,500,000 TETE Public Warrants.
(4) Represents the Base Scenario plus the full exercise of the 532,500 TETE Private Placement Warrants.
(5) Represents the Base Scenario plus the 304,095 shares underlying the conversion of the TETE Extension Loan into units, with each unit consisting one share and one warrant to purchase one share.
(6) Represents the Base Scenario plus the 500,000 shares issuable under the potential PIPE Investment. Pursuant to the Merger Agreement, TETE and Super Apps agree that they shall use their reasonable best efforts to cause PubCo to receive an amount of at least $5,000,000 PIPE Investment. As of the date of this proxy statement, TETE and Holdings have not entered into any agreements relating to transaction financing for the proposed Business Combination.
(7) Represents the Base Scenario plus the 440,000 Contingent Shares issuable to MobilityOne. Following the consummation of the share sale pursuant to the SSA, MobilityOne will receive cash payments of $8.8 million and $4.4 million from Super Apps within 14 days and 180 days, respectively, of completion of the Business Combination. As further consideration of MobilityOne’s undertakings and guarantee of achieving the Revenue Target, Super Apps shall cause TETE to issue part of the Contingent Shares to MobilityOne Limited (which is the parent of MobilityOne) with aggregate value of $4.4 million upon OneShop Retail achieving the Revenue Target. The Contingent Shares will be issued at a price of $10.00 per share. In the event that the Business Combination is consummated, but the Revenue Target is not achieved, the Share Sale will continue, but MobilityOne will not be entitled to the Contingent Shares.

 

Because Wan Heng Chee, the majority shareholder of Holdings, will hold approximately [_]% of the voting power of PubCo upon the closing of the Business Combination, we will be a “controlled company” under the corporate governance rules of Nasdaq. We do not currently expect to rely upon the “controlled company” exemptions. However, PubCo may in the future decide to rely on the controlled company exemptions should it decide that it is in its interest to do so. See “Risk Factors — Upon completion of the Business Combination, PubCo will become a “controlled company” within the meaning of Nasdaq listing standards and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements. As a result, you may not have the same protections afforded to shareholders of companies that are subject to such requirements.”

 

The following table illustrates the effective underwriting fees per share for the public shares following consummation of the Business Combination, in each of the redemption scenarios:

 

   Assuming
Minimum
Redemptions(1)
   Assuming
Mid-point
Redemptions(1)
   Assuming
Maximum
Redemptions(1)
 
Underwriting fee  $            $            $          
Underwriting fee as a percentage of the Trust Account(3)   %   %   %
Underwriting fee per public share(3)  $   $   $ 

 

  (1) Share ownership under each redemption scenario in the table above is only presented for illustrative purposes. TETE cannot predict how many of its public shareholders will exercise their right to have their public shares redeemed for cash. As a result, the number of TETE public shares redeemed in connection with the Business Combination may differ from the amounts presented above.
  (2) Calculated based on a trust value of $[_] as of November [  ], 2023.

 

3
 

 

Q:Why is TETE proposing the Charter Amendment Proposals?

 

A: The Amended and Restated Memorandum and Articles of Association of PubCo that we are asking our shareholders to approve in connection with the Business Combination has certain differences to Existing M&A. We are also asking our shareholders to approve the change of name of PubCo from “TETE TECHNOLOGIES INC” to “Bradbury Capital Inc.” on Closing (the proposal to approve the change of name, the “Change of Name Proposal” or “Proposal No.3” and the proposal to approve the Amended and Restated Memorandum and Articles of Association, the “M&A Proposal” or “Proposal No.4”, and together the “Charter Amendment Proposals”). For additional information about the proposed changes to the PubCo’s organizational documents please see the sections entitled “Proposal No. 4 – The M&A Proposal”

 

Q:What amendments will be made to the current constitutional documents of PubCo?

 

A: In addition to voting on the Business Combination, TETE shareholders are also being asked to consider and vote upon Proposal No. 3 to approve PubCo’s change of post-Business Combination corporate name from “TETE TECHNOLOGIES INC” to “Bradbury Capital Inc.”; and to approve the amendment and replacement of PubCo’s existing amended and restated memorandum and articles of association with the Amended and Restated Memorandum and Articles of Association, a copy of which is attached to this proxy statement/prospectus as Annex B. For additional information about the proposed changes to PubCo’s organizational documents please see the sections entitled “Proposal No. 4 – The M&A Proposal”

 

Q:Why is TETE proposing the Nasdaq Proposal?

 

A: We are proposing the Nasdaq Proposal in order to comply with Nasdaq Listing Rules 5635(a), (b) and (d), which require shareholder approval of certain transactions that result in the issuance of 20% or more of the outstanding voting power or ordinary shares issued and outstanding before the issuance of such stock or an issuance or potential issuance of stock that would result in a change of control.

 

In connection with the Business Combination, we expect to issue 110,000,000 PubCo Ordinary Shares. Because we may issue 20% or more of our issued and outstanding ordinary shares, we are required to obtain shareholder approval of such issuance pursuant to Nasdaq Listing Rules 5635(a), (b) and (d). For more information, please see the section entitled “Proposal No. 5 – The Nasdaq Proposal.

 

Q:Why is TETE proposing the Incentive Plan Proposal?

 

A: The purpose of the Incentive Plan Proposal is to further align the interests of the eligible participants with those of shareholders by providing long-term incentive compensation opportunities tied to the performance of PubCo. Please see the section entitled “Proposal No. 6 – The Incentive Plan Proposal.”

 

Q:Why is TETE proposing the Adjournment Proposal?

 

A: We are proposing the Adjournment Proposal to allow the adjournment of the extraordinary general meeting to a later date or dates to permit further solicitation of proxies in the event there are not sufficient votes for the Reincorporation Merger Proposal, the Business Combination Proposal, the Charter Amendment Proposals, the Incentive Plan Proposal or the Nasdaq Proposal. In no event will TETE seek adjournment which would result in soliciting of proxies, having a shareholder vote, or otherwise consummating a business combination after November 20, 2023. Please see the section entitled “Proposal No. 7 – The Adjournment Proposal” for additional information.

 

4
 

 

Q: Do any of TETE’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?

 

A: Certain of TETE’s directors and executive officers may be deemed to have interests in the transactions contemplated by the Merger Agreement that are different from, or in addition to, those of TETE’s shareholders generally. These interests may present these individuals with certain potential conflicts of interest. Our independent directors reviewed and considered these interests during their evaluation and negotiation of the Business Combination and in unanimously approving, as members of the TETE Board, the Merger Agreement and the transactions contemplated therein, including the Business Combination. The TETE Board concluded that the potential benefits that it expected TETE and its stockholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. When you consider the recommendation of the TETE Board in favor of approval of the Merger, you should keep in mind that TETE’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder, including:

 

  If the proposed Business Combination is not consummated by November 20, 2023 (unless otherwise extended), then we will be required to liquidate. In such event, the 2,875,000 Insider Shares, which were acquired prior to the IPO for an aggregate purchase price of $25,000, will be worthless. Such Insider Shares had an aggregate market value of approximately $[_] based on the closing price of Public Shares of $[_] on Nasdaq as of [_], 2023. As a result of the nominal price of $[_] per Insider Share paid by the Sponsor compared to the recent market price of TETE’s Class A ordinary shares, the Sponsor and its affiliates are likely to earn a positive rate of return on their investments in the Insider Shares even if the holders of TETE’s Class A ordinary shares experience a negative rate of return on their investments in the Class A ordinary shares.
     
  If the proposed Business Combination is not consummated by November 20, 2023 (unless otherwise extended), then 532,500 Private Placement Units purchased by the Sponsor for a total purchase price of $5,325,000, will be worthless. Such Private Placement Units had an aggregate market value of approximately $[_] closing price of TETE Units of $[_] on Nasdaq as of [_], 2023.
     
 

The Sponsor invested an aggregate of $5,350,000 in TETE, comprised of the $25,000 purchase price for the Insider Shares and $5,325,000 purchase price for the Private Placement Units. The amount held in TETE’s Trust Account was approximately $[_] on the Record Date, implying a value of $[_] per public share. Based on these assumptions, each PubCo Ordinary Share would have an implied value of $[_] per share upon consummation of the Business Combination, representing a [_]% decrease from the initial implied value of $[_] per public share. While the implied value of $[_] per share upon consummation of the Business Combination would represent a dilution to our public stockholders, this would represent a significant increase in value for the Sponsor relative to the price it paid for each Insider Share. At approximately $[_] per share, the 2,875,000 PubCo Ordinary Shares that the Sponsor would own upon consummation of the Business Combination would have an aggregate implied value of $[_]. As a result, even if the trading price of PubCo’s Ordinary Shares significantly declines, the value of the Insider Shares held by the Sponsor will be significantly greater than the amount the Sponsor paid to purchase such shares. For more information, please see “Risk Factors – The nominal purchase price paid by the Sponsor and directors and officers of TETE for the Insider Shares may significantly dilute the implied value of the public shares in the event the parties complete an initial business combination. In addition, the value of the Insider Shares will be significantly greater than the amount the Sponsor and directors and officers of TETE paid to purchase such shares in the event the parties complete an initial business combination, even if the Merger causes the trading price of PubCo’s Ordinary Shares to materially decline.”

     
  As of [_], 2023, TETE has unsecured promissory notes in the aggregate principal amount of $[_] outstanding. In the absence of shareholder approval for a further extension, if the proposed Business Combination is not consummated by November 20, 2023 (unless otherwise extended), then such loans may not be repaid.
     
  Unless TETE consummates the Business Combination, its officers, directors and Initial Shareholders will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceeded the amount of its working capital. As of [_], 2023, $[_] of advances was paid by Sponsor for expenses incurred on TETE’s behalf and if the proposed Business Combination is not consummated by November 20, 2023 (unless otherwise extended), that amount would not be repaid. As a result, the financial interest of TETE’s officers, directors and Initial Shareholders or their affiliates could influence its officers’ and directors’ motivation in selecting Super Apps as a target and therefore there may be a conflict of interest when it determined that the Business Combination is in the shareholders’ best interest.
     
  TETE’s Chief Executive Officer and Chief Financial Officer are director nominees of PubCo’s board.
     
  The exercise of TETE’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and, in our shareholders’, best interest.

 

  The continued indemnification of current directors and officers and the continuation of directors’ and officers’ liability insurance.
     
  TETE’s current charter provides that TETE renounces any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter that may be a corporate opportunity for any member of TETE management, on the one hand, and TETE, on the other hand, or the participation in which would breach any existing legal obligation, under applicable law or otherwise, of a member of TETE management to any other entity. TETE is not aware of any such corporate opportunities not being offered to TETE and does not believe that waiver of the corporate opportunities doctrine has materially affected TETE’s search for an acquisition target or will materially affect TETE’s ability to complete an initial business combination.

 

The foregoing interests may influence the officers and directors of TETE to support or approve the Merger. As such, the Sponsor and our officers and directors may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate. In considering the recommendations of the TETE Board to vote for the proposals, TETE’s stockholders should consider these interests. For more information, please see “Risk Factors — Some of the TETE officers and directors may be argued to have conflicts of interest that may influence them to support or approve the Business Combination without regard to your interests.

 

Approval of the Reincorporation Merger Proposal will require the affirmative vote of at least two-thirds (2/3) of the holders of the issued and outstanding Ordinary Shares who, being entitled to do so, vote in person or by proxy at the extraordinary general meeting. Further, approval of each of the Charter Amendment Proposals, the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, and the Adjournment Proposal will each require the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding TETE Shares present in person or represented by proxy and entitled to vote thereon at the extraordinary general meeting. As of the Record Date, 2,875,000 Insider Shares or approximately [_]% of the issued and outstanding TETE Shares, will be voted in favor of each of the Proposals.

 

5
 

 

In addition, the exercise of TETE’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes or waivers are appropriate and in TETE shareholders’ best interests.

 

Q:When and where is the extraordinary general meeting of TETE shareholders?

 

A: The extraordinary general meeting will take place at [●] and virtually via [●] on [●], 2024, at [●] a.m.

 

Q:Who may vote at the extraordinary general meeting?

 

A: Only holders of record of TETE Shares as of the close of business on [●], 2024 may vote at the extraordinary general meeting. As of the date of this proxy statement/prospectus, there were 6,384,209 TETE Shares issued and outstanding and entitled to vote. Please see “Extraordinary General Meeting of TETE Shareholders — Record Date; Who is Entitled to Vote” for further information.

 

Q:How many votes do I have?

 

A. TETE shareholders are entitled to one vote at the extraordinary general meeting for each Ordinary Share held of record as of the Record Date. As of the close of business on the Record Date for the extraordinary general meeting, there were 6,384,209 Ordinary Shares issued and outstanding, of which 3,110,709 were issued and outstanding Public Shares.

 

Q:What is the quorum requirement for the extraordinary general meeting?

 

A: One or more shareholders who together hold not less than a majority of the TETE Shares issued and outstanding as of the Record Date and entitled to attend and vote at the extraordinary general meeting must be present in person, including by virtual attendance, or represented by proxy in order to hold the extraordinary general meeting and conduct business. This is called a quorum. TETE Shares will be counted for purposes of determining if there is a quorum if the shareholder (i) is present and entitled to vote at the Meeting, or (ii) has properly submitted a proxy card. In the absence of a quorum, shareholders representing a majority of the votes present in person, including by virtual attendance, or represented by proxy at such meeting may adjourn the Meeting until a quorum is present. Broker non-votes will not be considered present for the purposes of establishing a quorum.

 

Q:What vote is required to approve the Proposals?

 

A: Approval of the Reincorporation Merger Proposal, will require the affirmative vote of at least two-thirds (2/3) of the holders of the issued and outstanding Ordinary Shares who, being entitled to do so, vote in person or by proxy at the extraordinary general meeting. Further, approval of the Charter Amendment Proposals, the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, and the Adjournment Proposal will each require the affirmative vote of a simple majority of votes cast by the holders of the issued and outstanding TETE Shares present in person or represented by proxy and entitled to vote at the extraordinary general meeting. Attending the extraordinary general meeting either in person, including by virtual attendance, or by proxy and abstaining from voting will have the same effect as voting against all the Proposals, and, assuming a quorum is present, broker non-votes will have no effect on the Proposals.

 

6
 

 

Q:How will the Initial Shareholders vote?

 

A: TETE’s Initial Shareholders, who as of the Record Date owned 2,875,000 Insider Shares, or approximately [_]% of the issued and outstanding TETE Shares, have agreed to vote their respective Insider Shares acquired by them prior to the IPO in favor of the Business Combination Proposal and related proposals. TETE’s Initial Shareholders have also agreed that they will vote any Public Shares that they purchase in the open market in or after the IPO in favor of each of the Proposals.

 

Q:Do I have redemption rights?

 

A. If you are a holder of Public Shares, you have the right to request that we redeem all or a portion of your Public Shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public shareholders may elect to redeem all or a portion of the Public Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If you wish to exercise your redemption rights, please see the answer to the question: “How do I exercise my redemption rights?” below.

 

Pursuant to the letter agreement, dated January 14, 2023, entered into by and among TETE and the Initial Shareholders, the Initial Shareholders, for no additional consideration, agreed to waive their redemption rights with respect to all of their Ordinary Shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

 

Q:Am I required to vote in order to have my Public Shares redeemed and how do I exercise my redemption rights?

 

A:

No. You are not required to vote in order to have the right to demand that TETE redeem your Public Shares for cash equal to your pro rata share of the aggregate amount then on deposit in the trust account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the trust account, net of taxes payable). These rights to demand redemption of Public Shares for cash are sometimes referred to herein as redemption rights.

 

If you are a public shareholder and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern time on [●], 2024 (two Business Days before the extraordinary general meeting), that TETE redeem your shares into cash; and (ii) submit your request in writing to TETE’s Transfer Agent, at the address listed at the end of this section and delivering your shares to TETE’s Transfer Agent physically or electronically using the depository trust company’s deposit/withdrawal at custodian (“DWAC”) system two Business Days prior to the vote at the extraordinary general meeting.

 

7
 

 

Any corrected or changed written demand of redemption rights must be received by TETE’s Transfer Agent two Business Days prior to the extraordinary general meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the Transfer Agent two Business Days prior to the vote at the Meeting.

 

Public shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from TETE’s Transfer Agent and to effect delivery. It is TETE’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks.

 

Public shareholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination. Any public shareholder who holds Public Shares on or before [●], 2024 (two Business Days before the extraordinary general meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid, at the consummation of the Business Combination. Public shareholders are eligible to redeem their shares at any time prior to [●], 2024, regardless of whether such shareholder became a shareholder before or after the Record Date. However, public shareholders will not be able to seek redemption after [●], 2024 (two Business Days before the extraordinary general meeting) and therefore public shareholders will not be able decide whether to redeem based on whether the Business Combination is approved or not at the extraordinary general meeting as the redemption decision must be made two days prior to such meeting.

 

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the business combination proposal at the extraordinary general meeting. If you deliver your shares for redemption to TETE’s transfer agent and later decide prior to the extraordinary general meeting not to elect redemption, you may request that TETE’s transfer agent return the shares (physically or electronically). You may make such request by contacting TETE’s transfer agent at the address listed at the end of this section.

 

Q:If I am a holder of units, can I exercise redemption rights with respect to my units?

 

A: No. Holders of issued and outstanding units must elect to separate the units into the underlying public shares, public warrants, and public rights prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares, public warrants, and public rights, or if you hold units registered in your own name, you must contact our Transfer Agent, directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to our Transfer Agent in order to validly redeem its shares. You are requested to cause your public shares to be separated and your share certificates (if any) and other redemption forms (as applicable) delivered to our Transfer Agent, by 5:00 p.m., Eastern Time, on [●], 2024 two Business Days before the extraordinary general meeting) in order to exercise your redemption rights with respect to your Public Shares.

 

Q:What are the U.S. federal income tax consequences of exercising my redemption rights?

 

A:

The U.S. federal income tax consequences of exercising redemption rights with respect to our Public Shares will depend on a holder’s particular facts and circumstances. See “—Material U.S. Federal Income Tax Considerations” for a discussion of material U.S. federal tax consequences of the redemption of our Public Shares. We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights with respect to your Public Shares and to rely solely upon their advice.

 

In the event that a U.S. Holder (as defined below) elects to redeem its Public Shares for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of the Public Shares under Section 302 of the Internal Revenue Code (the “Code”) or is treated as a distribution under Section 301 of the Code and whether TETE would be characterized as a passive foreign investment company (“PFIC”). If the redemption qualifies as a sale or exchange of the Public Shares or is treated as a distribution will depend on the facts and circumstances of each particular U.S. Holder at the time such holder exercises his, her, or its redemption rights. If the redemption qualifies as a sale or exchange of the Public Shares, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the Public Shares surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the Public Shares redeemed exceeds one year.

 

Subject to the PFIC rules, long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. However, it is unclear whether the redemption rights with respect to the Public Shares may prevent a U.S. Holder from satisfying the applicable holding period requirements. Long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations. See “Material U.S. Federal Income Tax Consequences — Certain U.S. Federal Income Tax Consequences of Exercising Redemption Rights” and “Material U.S. Federal Income Tax Consequences — Passive Foreign Investment Company Status” for a more detailed discussion of the U.S. federal income tax consequences of a U.S. Holder electing to redeem its Public Shares for cash, including with respect to TETE’s potential PFIC status and certain tax implications thereof.

 

Additionally, because the Reincorporation Merger will occur prior to the redemption by U.S. Holders that exercise redemption rights with respect to Public Shares, U.S. Holders exercising such redemption rights will be subject to the potential tax consequences of section 367(a) of the Code and the PFIC rules. The tax consequences of the exercise of redemption rights, including pursuant to Section 367(a) of the Code and the PFIC rules, are discussed more fully below under “Material U.S. Federal Income Tax Consequences — Certain U.S. Federal Income Tax Consequences to U.S. Holders of Exercising Redemption Rights.” All holders of Public Shares considering exercising their redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws.

 

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Q. How do the public warrants differ from the private placement warrants and what are the related risks for any public warrant holders post business combination?
   
A.

The public warrants are identical to the private placement warrants in material terms and provisions, except that the private placement warrants will not be transferable, assignable or salable until 30 days after the completion of TETE’s initial business combination (except in limited circumstances). Following the Closing, PubCo may redeem your public warrants prior to their exercise at a time that is disadvantageous to you. PubCo will have the ability to redeem outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per public warrant, provided that the closing price of PubCo’s Ordinary Shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading day period ending on the third trading day prior to proper notice of such redemption, provided that certain other conditions are met. If and when the public warrants become redeemable by PubCo, it may exercise the redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, PubCo may redeem the public warrants as set forth above even if the holders are otherwise unable to exercise the public warrants. Redemption of the outstanding public warrants could force you (i) to exercise your public warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your public warrants at the then-current market price when you might otherwise wish to hold your public warrants or (iii) to accept the nominal redemption price which, at the time the outstanding public warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

 

If a registration statement covering the ordinary shares issuable upon exercise of the public warrants is not effective within 60 days from the consummation of TETE’s initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when PubCo shall have failed to maintain an effective registration statement, exercise the public warrants on a cashless basis pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act provided that such exemption is available. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis.

 

Historical trading prices for the Class A ordinary shares have varied between a low of approximately $[_] per share on [_], 2021 to a high of approximately $[_] per share on [_], 2023 but have not approached the $18.00 per share threshold for redemption (which, as described above, would be required for 20 trading days within a 30 trading-day period after they become exercisable and prior to their expiration, at which point the public warrants would become redeemable). In the event that, after the Transactions, PubCo elects to redeem all of the redeemable warrants as described above, PubCo will fix a date for the redemption. Notice of redemption will be mailed by first class mail, postage prepaid, by PubCo not less than 30 days prior to the redemption date to the registered holders of the public warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the Warrant Agreement dated January 14, 2021, between TETE and Continental Stock Transfer & Trust Company, as warrant agent, shall be conclusively presumed to have been duly given whether or not the registered holder received such notice. In addition, beneficial owners of the redeemable warrants will be notified of such redemption by our posting of the redemption notice to the Depository Trust Corporation. Please see “Risk Factors — Even if TETE consummates the Business Combination, there can be no assurance that the public warrants will be in the money during their exercise period, and they may expire worthless” and “Risk Factors — TETE may redeem unexpired warrants, in accordance with their terms, prior to their exercise at a time that is disadvantageous to holders of warrants” for more information.

 

Q: Will holders of Public Shares or TETE Warrants be subject to U.S. federal income tax on the PubCo Ordinary Shares or PubCo Warrants received in the Reincorporation Merger?

 

A:

 

Subject to the limitations and qualifications described in “U.S. Federal Income Tax Considerations,” including the application of the PFIC rules, the Reincorporation Merger should qualify as a “reorganization” within the meaning of Section 368 of the Code.

 

The rules under Section 368 of the Code, however, are complex and qualification for such treatment could be adversely affected by events or actions that occur following the Business Combination that are out of TETE’s control.

 

Moreover, Section 367(a) of the Code may apply to the Reincorporation Merger if PubCo transfers the assets it acquires from TETE pursuant to the Reincorporation Merger to certain subsidiary corporations in connection with the Business Combination. Section 367(a) of the Code, and the applicable Treasury regulations promulgated thereunder, would only apply to U.S. Holders who would be treated as a “five-percent transferee shareholder” (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of PubCo following the Business Combination (a “5 Percent Holder”) who do not enter into a five-year gain recognition agreement in the form provided in Treasury Regulations Section 1.367(a)-8 (“GRA”), and would cause the Reincorporation Merger to result in gain recognition (but not loss) by such 5 Percent Holders. The requirements under Section 367(a) are not discussed herein There are significant factual and legal uncertainties concerning the determination of whether these requirements will be satisfied and there is limited guidance as to their application, particularly with regard to indirect stock transfers in cross-border reorganizations.

 

If the Reincorporation Merger does not qualify as a “reorganization”, then a U.S. Holder that exchanges its Public Shares or TETE Warrants for the consideration under the Reincorporation Merger will recognize gain or loss equal to the difference between (i) the fair market value of the PubCo Ordinary Shares and PubCo Warrants received and (ii) the U.S. Holder’s adjusted tax basis in the Public Shares and TETE Warrants exchanged. For a more detailed discussion of certain U.S. federal income tax consequences of the Reincorporation Merger, see the section titled “U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Consequences of the Reincorporation Merger to U.S. Holders” in this proxy statement/prospectus/prospectus. Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Reincorporation Merger.

 

Q: What are the Cayman Islands tax consequences of exercising my redemption rights?

 

A: There are no material tax considerations with respect to the Business Combination or the redemption of TETE Shares from a Cayman Islands law perspective. Please refer to the section entitled “U.S. Federal Income Tax and Cayman Islands Tax Considerations – Material Cayman Islands Tax Consequences” for Cayman Islands Tax considerations with respect to the ownership of new TETE securities.

 

Q:How can I vote?

 

A: If you are a shareholder of record, you may vote by attending the extraordinary general meeting live in person or vote by proxy using the enclosed proxy card, the Internet or telephone. Whether or not you plan to participate in the extraordinary general meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have already voted by proxy, you may still attend the extraordinary general meeting and vote in person or online, if you choose.

 

To vote in person at the extraordinary general meeting, follow the instructions below under “How may I participate in the extraordinary general meeting?”

 

To vote using the proxy card, please complete, sign and date the proxy card and return it in the prepaid envelope. If you return your signed proxy card before the extraordinary general meeting, we will vote your shares as you direct.

 

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To vote via the telephone, you can vote by calling the telephone number on your proxy card. Please have your proxy card handy when you call. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded.

 

To vote via the Internet, please go to [●] and follow the instructions. Please have your proxy card handy when you go to the website. As with telephone voting, you can confirm that your instructions have been properly recorded.]

 

Telephone and Internet voting facilities for shareholders of record will be available 24 hours a day until 11:59 p.m. Eastern Time on [●], 2024. After that, telephone and Internet voting will be closed, and if you want to vote your shares, you will either need to ensure that your proxy card is received before the date of the extraordinary general meeting or attend the extraordinary general meeting to vote your shares online.

 

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from us. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self- addressed, postage-paid envelope provided.

 

If you plan to vote at the extraordinary general meeting, you will need to contact TETE’s Transfer Agent, Continental Stock Transfer & Trust Company, or Continental, at the phone number or email below to receive a control number and you must obtain a legal proxy from your broker, bank or other nominee reflecting the number of Ordinary Shares you held as of the Record Date, your name and email address. You must contact Continental for specific instructions on how to receive the control number. Please allow up to 48 hours prior to the Meeting for processing your control number.

 

After obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the extraordinary general meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to Continental. Requests for registration should be directed to 917-262-2373 or email proxy@continentalstock.com. Requests for registration must be received no later than [●] p.m., Eastern Time, on [●], 2024.

 

You will receive a confirmation of your registration by email after we receive your registration materials. We encourage you to access the extraordinary general meeting prior to the start time leaving ample time for the check in.

 

Q:How may I participate in the extraordinary general meeting?

 

A. If you are a shareholder of record as of the Record Date for the extraordinary general meeting, you should receive a proxy card from Continental, containing instructions on how to attend the extraordinary general meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental at 917-262-2373 or email proxy@continentalstock.com.

 

You can pre-register to attend the extraordinary general meeting starting on [●], 2024. Go to [●] and enter the control number found on your proxy card you previously received, as well as your name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the extraordinary general meeting, you will need to re-log into [●] using your control number.

 

If your shares are held in street name, and you would like to join and not vote, Continental will issue you a guest control number. Either way, you must contact Continental for specific instructions on how to receive the control number. Please allow up to 48 hours prior to the Meeting for processing your control number.

 

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Q: Who can help answer any other questions I might have about the extraordinary general meeting?

 

A. If you have any questions concerning the extraordinary general meeting (including accessing the Meeting by virtual means) or need help voting your TETE Shares, please contact Continental at 917-262-2373 or email proxy@continentalstock.com.

 

The Notice of Extraordinary General Meeting, proxy statement/prospectus and form of Proxy Card are available at: [●].

 

Q: If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

 

A: No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. TETE believes the Proposals are non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction. Broker non-votes will not be considered present for the purposes of establishing a quorum and will have no effect on the Proposals. If you do not provide instructions with your proxy, your bank, broker, or other nominee may submit a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker, or nominee is not voting your shares is referred to as a “broker non-vote.” Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your TETE Shares in accordance with directions you provide.

 

Q:What if I abstain from voting or fail to instruct my bank, brokerage firm, or nominee?

 

A: TETE will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the extraordinary general meeting of TETE shareholders. For purposes of approval, an abstention on any Proposals will have the same effect as a vote “AGAINST” such Proposal.

 

Q:If I am not going to attend the extraordinary general meeting, should I return my proxy card instead?

 

A. Yes. Whether you plan to attend the extraordinary general meeting in person, virtually or not at all, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

 

Q:How can I submit a proxy?

 

A. You may submit a proxy by (a) visiting [●] and following the on-screen instructions (have your proxy card available when you access the webpage), or (b) calling toll-free [●] in the U.S. or [●] from foreign countries from any touch-tone phone and follow the instructions (have your proxy card available when you call), or (c) submitting your proxy card by mail by using the previously provided self-addressed, stamped envelope.

 

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Q:Can I change my vote after I have mailed my proxy card?

 

A: Yes. You may change your vote at any time before your proxy is voted at the extraordinary general meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the extraordinary general meeting in person and casting your vote or by submitting a written revocation stating that you would like to revoke your proxy that we receive prior to the extraordinary general meeting. If you hold your shares through a bank, brokerage firm, or nominee, you should follow the instructions of your bank, brokerage firm, or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:

 

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Toll Free: (800) 662-5200

Collect: (203) 658-9400

Email: TETE.info@investor.morrowsodali.com

 

Unless revoked, a proxy will be voted at the extraordinary general meeting in accordance with the shareholder’s indicated instructions. In the absence of instructions, proxies will be voted FOR each of the Proposals.

 

Q:Should I send in my share certificates now?

 

A: Yes. TETE shareholders who intend to have their Public Shares redeemed, by electing to have those Public Shares redeemed for cash on the proxy card, should send their certificates at least two Business Days before the extraordinary general meeting. Please see “Extraordinary General Meeting of TETE Shareholders – Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.

 

Q: Who will solicit the proxies and pay the cost of soliciting proxies for the extraordinary general meeting?

 

A: TETE will pay the cost of soliciting proxies for the extraordinary general meeting. TETE has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the extraordinary general meeting. TETE has agreed to pay Morrow Sodali LLC its customary fees, plus disbursements, and will reimburse Morrow Sodali LLC for its reasonable out-of-pocket expenses and indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages, and expenses. TETE will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of TETE Shares for their expenses in forwarding soliciting materials to beneficial owners of the TETE Shares and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet, or in person. They will not be paid any additional amounts for soliciting proxies.

 

Q:What happens if I sell my shares before the extraordinary general meeting?

 

A: The Record Date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting, as well as the date that the Business Combination is expected to be consummated. If you transfer your TETE Shares after the Record Date, but before the extraordinary general meeting, unless the transferee obtains from you a proxy to vote those shares, you would retain your right to vote at the extraordinary general meeting, but you will have transferred ownership of the shares and will not hold an interest in TETE after the Business Combination is consummated.

 

Q: What happens if a substantial number of the public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

 

A. Our public shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public shareholders is reduced as a result of redemptions by public shareholders.

 

Q:May I seek statutory appraisal rights or dissenter rights with respect to my shares?

 

A: The Cayman Companies Act prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. For additional information, see the section entitled “Extraordinary General Meeting of TETE Shareholders – Appraisal Rights.

 

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Q:What happens if the Business Combination is not consummated?

 

A: If TETE does not consummate the Business Combination by November 20, 2023 (unless otherwise extended), then pursuant to Article 37.2 of TETE’s Existing M&A, TETE’s directors must take all actions necessary in accordance with the Cayman Companies Act to dissolve and liquidate TETE as soon as reasonably practicable. Following dissolution, TETE will no longer exist as a company. In any liquidation, the funds held in the trust account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets will be distributed pro-rata to holders of Public Shares who acquired such ordinary shares in TETE’s IPO or in the aftermarket. If the Business Combination is not effected by November 20, 2023 (unless otherwise extended), then the TETE Warrants will expire worthless. The estimated consideration that each Public Share would be paid at liquidation would be approximately $[_] per share for shareholders based on amounts on deposit in the trust account as of [_], 2023. The closing price of Public Shares on Nasdaq as of [_], 2023 was $[_]. TETE’s Initial Shareholders waived the right to any liquidation distribution with respect to any Insider Shares held by them.

 

Q:What happens to the funds deposited in the trust account following the Business Combination?

 

A: Following the Closing, funds in the trust account will be released to PubCo. Holders of Public Shares exercising redemption rights will receive their per share redemption price. The balance of the funds will be utilized to fund the Business Combination. As of the date of this proxy statement/prospectus, there was approximately $[_] million in TETE’s trust account. Approximately $[_] per outstanding share issued in TETE’s IPO will be paid to redeeming public investors. Any funds remaining in the trust account after such uses will be used for future working capital and other corporate purposes of PubCo.

 

Q:What happens if I fail to take any action with respect to the extraordinary general meeting?

 

A: If you fail to vote with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a shareholder of PubCo. If you fail to vote with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a shareholder of TETE. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination.

 

Q:What should I do if I receive more than one set of voting materials?

 

A. Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Ordinary Shares.

 

Q:Where can I find the voting results of the extraordinary general meeting?

 

A. The preliminary voting results will be announced at the extraordinary general meeting. TETE will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four Business Days after the extraordinary general meeting.

 

DELIVERY OF DOCUMENTS TO TETE SHAREHOLDERS

 

Pursuant to the rules of the SEC, TETE and servicers that it employs to deliver communications to its shareholders are permitted to deliver to two or more shareholders sharing the same address a single copy of the proxy statement/prospectus, unless TETE has received contrary instructions from one or more of such shareholders. Upon written or oral request, TETE will deliver a separate copy of the proxy statement/prospectus to any shareholder at a shared address to which a single copy of the proxy statement/prospectus was delivered and who wishes to receive separate copies in the future. Shareholders receiving multiple copies of the proxy statement/prospectus may likewise request that TETE deliver single copies of the proxy statement/prospectus in the future. Shareholders may notify TETE of their requests by contacting Morrow Sodali LLC, TETE’s proxy solicitor, at:

 

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Toll Free: (800) 662-5200

Collect: 206-870-8565

Email: TETE.info@investor.morrowsodali.com

 

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

This summary highlights selected information from this proxy statement/prospectus but may not contain all of the information that may be important to you. Accordingly, we encourage you to carefully read this entire proxy statement/prospectus, including the Merger Agreement attached as Annex A-1. Please read these documents carefully as they are the legal documents that govern the Business Combination and your rights in the Business Combination.

 

The Parties

 

The TETE Parties

 

The following diagram illustrates the pre-Business Combination structure of TETE Parties:

 

 

 

(1) The shares held by public shareholders are subject to redemption in accordance with the organizational documents of Technology & Telecommunication Acquisition Corporation (“TETE”).

 

(2) Technology & Telecommunication LLC, TETE’s sponsor, is managed by Tek Che Ng, who is also the Chief Executive Officer of TETE.

 

(3) Immediately prior to consummation of the Business Combination, TETE will reincorporate in the Cayman Islands by merging with and into TETE Technologies Inc (“PubCo”), a Cayman Islands exempted company and wholly owned subsidiary of TETE, with PubCo remaining as the surviving publicly traded entity.

 

(4) Upon consummation of the Business Combination, TETE Merger International Inc (“Merger Sub”) will merge with and into Bradbury Capital Holdings (“Holdings”), with Holdings surviving the merger as a wholly-owned subsidiary of PubCo.

 

Technology & Telecommunication Acquisition Corporation

 

Technology & Telecommunication Acquisition Corporation, or TETE, was incorporated as a blank check company on November 8, 2021, under the laws of the Cayman Islands, for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as a “target business.” TETE’s efforts to identify a prospective target business were not limited to any particular industry or geographic location.

 

On January 20, 2022, TETE consummated the IPO of 10,000,000 units, generating gross proceeds of $100,000,000. Simultaneously with the closing of the IPO, TETE consummated the private sale of an aggregate of 480,000 units to the Sponsor at a purchase price of $10.00 per private placement unit, generating gross proceeds to TETE in the amount of $4,800,000.

 

On January 20, 2022, the underwriters purchased an additional 1,500,000 units pursuant to the exercise of the underwriters’ over-allotment option. The over-allotment option units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to TETE of $15,000,000. Also, in connection with the full exercise of the over-allotment option, the Sponsor purchased an additional 52,500 private placement units at a purchase price of $10.00 per unit.

 

Following the closing of the IPO on January 20, 2022, an amount of $116,725,000 ($10.15 per unit) from the net proceeds of the sale of the units in the IPO and the private placement was placed in a trust account which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by TETE meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by TETE, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the trust account.. As of the date of this proxy statement/prospectus, funds in the trust account totaled approximately $[_] million.

 

On January 18, 2023, TETE held its extraordinary meeting of shareholders. During this meeting, TETE’s shareholders approved the proposals to (i) amend TETE’s Amended and Restated Articles of Association to give TETE the right to extend the date by which it has to consummate a business combination (the “Combination Period”) up to six (6) times for an additional one (1) month each time, from January 20, 2023 to July 20, 2023; (ii) amend TETE’s investment management trust agreement, dated as of January 14, 2022, by and between the Company and Continental Stock Transfer & Trust Company, to allow the Company to extend the Combination Period up to six (6) times for an additional one (1) month each time from January 20, 2023 to the Extended Date by depositing into the Trust Account, for each one-month extension, the lesser of (a) $262,500 and (b) $0.0525 for each Class A ordinary share outstanding, and (iii) amend the Articles of Association to expand the methods that TETE may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission. On January 20, 2023, 8,373,932 Public Shares were redeemed by a number of shareholders at a price of approximately $10.3122 per share, in an aggregate principal amount of $86,353,885. Following the redemptions, there were 3,126,068 TETE Class A ordinary shares outstanding. On January 21, 2023, TETE issued an unsecured promissory note to its Sponsor, in the amount of $656,474, which amount was deposited into the trust account to extend the available time to complete a business combination to February 20, 2023. The Company subsequently deposited $164,118.57 per month into the trust account to further extend the Combination Period to July 20, 2023.

 

On July 18, 2023, TETE held an extraordinary meeting of shareholders. During this meeting, TETE’s shareholders approved the proposals to (i) amend TETE’s amended and restated articles of association in existence at that time to give TETE the right to extend the Combination Period up to twelve (12) times for an additional one (1) month each time, from July 20, 2023 to July 20, 2024; (ii) amend TETE’s investment management trust agreement, dated as of January 14, 2022, by and between the Company and Continental Stock Transfer & Trust Company, to allow the Company to extend the Combination Period up to twelve (12) times for an additional one (1) month each time from July 20, 2023 to July 20, 2024, by depositing into the Trust Account, for each one-month extension, the lesser of (a) $144,000 and (b) $0.045 for each Class A ordinary share outstanding, and (iii) amend the amended and restated articles of association to provide for the right of a holder of TETE’s Class B ordinary shares, par value $0.0001 per share, to convert into Class A ordinary shares, par value $0.0001 per share, of the Company on a one-for-one basis at any time and from time to time prior to the closing of a business combination at the election of the holder. On July 18, 2023, 149,359 Public Shares were redeemed by a number of shareholders at a price of approximately $10.89 per share, in an aggregate principal amount of $1,626,736.79. Following the redemptions, there were 2,976,709 Public Shares outstanding. The Company subsequently deposited $133,951.91 into the trust account on four occasions to extend the Combination Period from July 20, 2023 to November 20, 2023. Each extension payment is loaned to the Company by the Sponsor pursuant to a promissory note and the Company will repay the aggregate amount contributed by the Sponsor for the extensions at Closing. The loans are not interest-bearing and may be converted into Class A ordinary shares at Closing at the option of the Sponsor. For additional information regarding the promissory notes, see “Certain Transactions and Related Party TransactionsRelated Party Extensions Loan” and “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” in this proxy statement/prospectus. Neither TETE, the Sponsor nor any other individual or entity received securities or other consideration in exchange for the extension payments.

 

None of the funds held in trust will be released from the trust account, other than interest income to pay any tax obligations, until the earlier of the completion of an initial business combination within the required time period or our entry into liquidation if TETE has not consummated a business combination by November 20, 2023 (unless otherwise extended).

 

 

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The net proceeds deposited into the trust fund remain on deposit in the trust fund earning interest. As of the date of this proxy statement/prospectus, there was, as a result of the redemptions discussed above, approximately $[_] in TETE’s trust account including interest earned.

 

On September 1, 2023, TETE issued an aggregate of 2,875,000 Class A ordinary shares to the holders of TETE’s Class B ordinary shares upon the conversion of an equal number of Class B ordinary shares (the “Conversion”). The 2,875,000 Class A ordinary shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B ordinary shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in this proxy statement/prospectus. Following the Conversion, there were 6,384,209 Class A ordinary shares issued and outstanding.

 

TETE Units, Public Shares, and TETE Warrants are each quoted on Nasdaq, under the symbols “TETEU,” “TETE,” and “TETEW,” respectively. Each of TETE Units consist of one ordinary share and one redeemable warrant. TETE Units commenced trading on January 20, 2022. Public Shares and TETE Warrants commenced trading on March 7, 2022.

 

TETE’s principal executive offices are located C3-2-23A, Jalan 1/152, Taman OUG Parklane, Off Jalan Kelang Lama, 58200 Kuala Lumpur, Malaysia and the telephone number is +60 1 2334 8193.

 

TETE Technologies Inc

 

TETE Technologies Inc (“PubCo”) was incorporated in the Cayman Islands on June 16, 2023, for the sole purpose of the Reincorporation Merger. Upon consummation of the Reincorporation Merger, TETE will merge with and into PubCo, with PubCo as the surviving publicly traded entity.

 

After the consummation of the Business Combination, PubCo will be a “foreign private issuer” under the U.S. securities laws and the rules of Nasdaq. For more information about the foreign private issuer, please see the sections titled “Director and Executive Officers of PubCo after the Business Combination — Foreign Private Issuer Status.”

 

TETE International Inc

 

TETE International Inc (“Merger Sub”) was incorporated in the Cayman Islands on July 10, 2023 and is a wholly-owned subsidiary of PubCo formed to consummate the Business Combination. Upon the consummation of the Business Combination, Merger Sub will merge with and into Holdings, with Holdings surviving the merger as a wholly-owned subsidiary of PubCo.

 

The Target Parties

 

Holdings and Super Apps

 

The following diagram illustrates the pre-Business Combination structure of Bradbury Capital Holdings Inc. and Super Apps Holdings Sdn Bhd:

 

 

(1) Bradbury Private Investment XVIII Inc. is a fund managed by Bradbury Asset Management (Hong Kong) Limited, which is part of the Bradbury Group. Loo See Yuen is the founder, chairman and Group CEO of Bradbury Group.

 

(2) Super Apps entered into a Share Sale Agreement with MobilityOne Sdn Bhd (“MobilityOne”), dated October 19, 2022, pursuant to which Super Apps Holdings Sdn Bhd (“Super Apps”) will acquire 60% of the equity interest in OneShop Retail Sdn Bhd (“OneShop Retail”) immediately prior to the consummation of the Business Combination. The relationship between Super Apps and MobilityOne with respect to OneShop Retail will be governed pursuant to a Joint Venture Agreement, dated October 19, 2022.

 

Bradbury Capital Holdings Inc.

 

Bradbury Capital Holdings Inc. (“Holdings”) was incorporated in the Cayman Islands on June 20, 2023, for the sole purpose of the Acquisition Merger. Following the consummation of the Acquisition Merger, Merger Sub will merge with and into Holdings, with Holdings surviving the merger as a wholly-owned subsidiary of PubCo.

 

 

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Super Apps Holdings Sdn Bhd

 

Super Apps Holdings Sdn Bhd (“Super Apps”), a Malaysian private limited company, was incorporated on April 20, 2022, with Bradbury Private Investment XVIII Inc. and Wan Heng Chee as its initial shareholders. Super Apps was incorporated in connection with its proposed plan of acquiring OneShop Retail and entering into a joint venture with MobilityOne and collaboration agreement with MYISCO. On June 24, 2023, both shareholders transferred their shares to Holdings in exchange for shares of Holdings, resulting in Super Apps becoming a wholly-owned subsidiary of Holdings.

 

A scheme of amalgamation or a scheme of reconstruction was considered from a Malaysian law perspective, whereupon Super Apps would be merged with a wholly-owned Malaysian subsidiary of TETE pursuant to such a scheme. However, upon further analysis, such a scheme would not have been feasible for the following reasons: (1) it is unlikely that the scheme would have satisfied the requirements and conditions for stamp duty exemption under the Stamp Act 1949, thus incurring substantial stamp duty; and (2) the scheme is a Court driven process, leading to uncertainty with respect to the timeline for the scheme to be approved by the Court.

 

After considering the above, parties concluded that the most viable structure is for Holdings to be incorporated and for Super Apps to become a wholly-owned subsidiary of Holdings. Holdings would thereafter merge with Merger Sub.

 

MobilityOne and OneShop Retail

 

The following diagram illustrates the pre-Business Combination structure of MobilityOne Sdn Bhd and OneShop Retail Sdn Bhd:

 

 

(1) MobilityOne Limited, a Jersey corporation, is listed on the London Stock Exchange (AIM: MBO).

 

(2) Super Apps entered into a Share Sale Agreement with MobilityOne Sdn Bhd (“MobilityOne”), dated October 19, 2022, pursuant to which Super Apps Holdings Sdn Bhd (“Super Apps”) will acquire 60% of the equity interest in OneShop Retail Sdn Bhd (“OneShop Retail”) immediately prior to the consummation of the Business Combination. The relationship between Super Apps and MobilityOne with respect to OneShop Retail will be governed pursuant to a Joint Venture Agreement, dated October 19, 2022.

 

(3) Pursuant to the Joint Venture Agreement, MobilityOne will transfer to OneShop Retail a carve-out of certain of MobilityOne’s electronic voucher business lines after the consummation of the Business Combination.

 

MobilityOne Sdn Bhd

 

MobilityOne Sdn Bhd, a Malaysian company (“MobilityOne”) is wholly-owned subsidiary of MobilityOne Limited, a Jersey corporation listed on the London Stock Exchange (AIM: MBO). MobilityOne is principally involved in the provision of e-commerce infrastructure solutions and platforms. MobilityOne business includes electronic voucher business, enterprise solutions, mobile payment applications, messaging, and communication as well as eMoney systems. MobilityOne currently conducts e-Money, Merchant Acquiring, Money Services Business and Money Lending businesses from Malaysia under the approval from either Central Bank of Malaysia or Bank Negara Malaysia (BNM) and Ministry of Local Government Development (KPKT).

 

Under the Joint Venture Agreement between Super Apps and MobilityOne, MobilityOne will provide technical and business support to OneShop Retail. MobilityOne will carve-out part of its existing electronic voucher business of selling mobile airtime, PayTV vouchers, game credits and other form of e-vouchers into OneShop Retail aimed at achieving the Revenue Target. The Carve Out Business includes certain transferred customers, authorizations and other related rights exclusively associated with the Carve Out Business.

 

OneShop Retail Sdn Bhd

 

OneShop Retail Sdn Bhd, a Malaysian private limited company (“OneShop Retail”), was formed on October 17, 2019, and is a wholly-owned subsidiary of MobilityOne Sdn Bhd., a Malaysian company (“MobilityOne”). OneShop Retail is engaged in the business of wholesaling all types of goods, materials, and commodities to retail stores. Due to the Covid pandemic from year 2000 to 2022, OneShop Retail’s business activity has been limited. Pursuant to the Joint Venture Agreement, MobilityOne will transfer to OneShop Retail a carve-out of certain of MobilityOne’s electronic voucher business lines (the “Carve-Out Business”) after the consummation of the Business Combination. After the consummation of the Business Combination, OneShop Retail will hold the Carve-Out Business and conduct the related business operations of the Carve-Out Business. Super Apps may in the future discontinue operations of the wholesale business to retailers that is currently being conducted by OneShop Retail and focus exclusively on operating and expanding the Carve-Out Business.

 

Post-Closing Organizational Structure of PubCo

 

The following diagram illustrates the post-Closing organizational structure of PubCo, assuming (i) TETE shareholders do not redeem any shares in connection with the Business Combination and (ii) no exercise of the public warrants and private warrants:

 

 

(1) Technology & Telecommunication LLC, the sponsor of Telecommunication Acquisition Corporation (“TETE”), is managed by Tek Che Ng, who is also the Chief Executive Officer of TETE.

 

(2) The shareholders of Bradbury Capital Holdings (“Holdings”) are Wan Heng Chee, a Malaysian citizen, and Bradbury Private Investment XVIII Inc., a fund managed by Bradbury Asset Management (Hong Kong) Limited, which is part of the Bradbury Group. Loo See Yuen is the founder, chairman and Group CEO of Bradbury Group.

 

(3) Immediately prior to consummation of the Business Combination, TETE will reincorporate in the Cayman Islands by merging with and into TETE Technologies Inc (“PubCo”), a Cayman Islands exempted company and wholly owned subsidiary of TETE, with PubCo remaining as the surviving publicly traded entity.

 

(4) Upon consummation of the Business Combination, TETE Merger International Inc (“Merger Sub”) will merge with and into Holdings, with Holdings surviving the merger as a wholly-owned subsidiary of PubCo.

 

(5) Super Apps Holdings Sdn Bhd (“Super Apps”) entered into a Share Sale Agreement with MobilityOne Sdn Bhd (“MobilityOne”), dated October 19, 2022, pursuant to which Super Apps will acquire 60% of the equity interest in OneShop Retail Sdn Bhd (“OneShop Retail”) immediately prior to the consummation of the Business Combination. The relationship between Super Apps and MobilityOne with respect to OneShop Retail will be governed pursuant to a Joint Venture Agreement, dated October 19, 2022.

 

(6) MobilityOne Limited, a Jersey corporation, is listed on the London Stock Exchange (AIM: MBO).

 

Share Sale Agreement between Super Apps and MobilityOne to Acquire a Majority Interest in OneShop Retail

 

On October 19, 2022, Super Apps entered into a share sale agreement (as supplemented from time to time) (the “SSA”) with MobilityOne to acquire a 60% equity interest in OneShop Retail. The share sale is anticipated to close immediately prior to the consummation of the Business Combination.

 

MobilityOne is a wholly-owned subsidiary of MobilityOne Limited, a Jersey corporation listed on the London Stock Exchange (AIM: MBO). MobilityOne is principally involved in the provision of e-commerce infrastructure solutions and platforms. It offers mobile payment applications, payment and enterprise solutions, messaging and communication as well as eMoney solutions.

 

OneShop Retail is engaged in the business of wholesaling all types of goods, materials and commodities to retail stores. Despite its operations, OneShop Retail is classified as a semi-dormant subsidiary within MobilityOne Limited’s corporate structure, reflecting its limited involvement in MobilityOne’s core activities. Under the Joint Venture Agreement between Super Apps and MobilityOne, MobilityOne will provide technical and business support to OneShop Retail. MobilityOne will carve-out part of its existing electronic voucher business of selling mobile airtime, PayTV vouchers, game credits and other form of e-vouchers into OneShop Retail The audited carve-out financials for OneShop Retail reflects both OneShop Retail’s current operations as a wholeseller of goods and the MobilityOne carve-out electronic vouchers business. Super Apps may discontinue or limit OneShop Retail’s wholesale business of goods to retail stores after the completion of the Business Combination to focus on operating and expanding the Carve-Out Business (as defined below).

Following the consummation of the share sale pursuant to the SSA, MobilityOne will receive cash payments of $8.8 million and $4.4 million from Super Apps within 14 days and 180 days, respectively, of completion of the Business Combination. As further consideration of MobilityOne’s undertakings and guarantee of achieving the Revenue Target (as defined below), Super Apps shall cause TETE to issue part of the Contingent Shares to MobilityOne Limited (which is the parent of MobilityOne) with aggregate value of $4.4 million upon OneShop Retail achieving the Revenue Target. The Contingent Shares will be issued at a price of $10.00 per share. In the event that the Business Combination is consummated, but the Revenue Target is not achieved, the Share Sale will continue, but MobilityOne will not be entitled to the Contingent Shares. A summary of the consideration due under the SSA is as follows:

 

  USD (Approximately)
14 days upon completion of the Business Combination 8.8 Million
180 days from the date of Business Combination 4.4 Million
Upon achieving the Revenue Target (payable in Contingent Shares) 4.4 Million

 

Super Apps intends to account for the acquisition of the 60% equity interest in OneShop Retail pursuant to IFRS 3, Business Combinations as the accounting acquirer using the acquisition method as the creation of the joint venture does meet the definition of a business. Each identifiable asset and liability will be measured at its acquisition-date fair value. Non-controlling interest relating to MobilityOne’s 40% ownership will be measured at fair value.

 

 

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Joint Venture Agreement with MobilityOne

 

Super Apps, MobilityOne and OneShop Retail are parties to a Joint Venture Agreement that will take effect upon the consummation of the Business Combination. Pursuant to the Joint Venture Agreement, MobilityOne will transfer to OneShop Retail a carve-out of certain of MobilityOne’s electronic voucher business lines (the “Carve-Out Business”) after the consummation of the Business Combination. After the consummation of the Business Combination, OneShop Retail will hold the Carve-Out Business and conduct the related business operations of the Carve-Out Business. Super Apps may in the future discontinue operations of the wholesale business to retailers that is currently being conducted by OneShop Retail and focus exclusively on operating and expanding the Carve-Out Business.

 

The Carve-Out Business will consist of:

 

(1) the contractual agreements or arrangements necessary or desirable to enable OneShop Retail to offer and process e-voucher transactions such as (x) the License Agreement (as further described below) which will allow OneShop Retail to access MobilityOne’s digital infrastructure; and (y) access to merchants and service providers as Mobilityone and OneShop Retail may in the future mutually determine;

 

(2) certain retail customers consisting primarily of non-industry specific retail mom and pop merchants, chain stores and other independent merchants that use MobilityOne’s physical payment devices (terminals) to receive payments and corporate customers;

 

(3) all customer contracts related to such customers, if any; and

 

(4) a portion of MobilityOne’s existing workforce to facilitate a smooth business transition. Transferred personnel will terminate their employment relationship with MobilityOne and enter into new employment arrangements with OneShop Retail. The initial estimated number of personnel to be transferred is approximately twenty.

 

MobilityOne may also provide operational know-how to facilitate the operation, expansion and development of OneShop Retail’s business on an as needed basis as mutually determined by the parties. The Carve-Out Business to be contributed to OneShop Retail by MobilityOne is more fully described in the section entitled “Description of the Carve-Out Business” of this prospectus.

 

In accordance with the terms of the Joint Venture Agreement, MobilityOne has also guaranteed that OneShop Retail will achieve revenues of at least totaling $125 million in annual revenue for 2024 or any other mutually agreed upon period (the “Revenue Target”). In order to achieve the Revenue Target, Super Apps will undertake to provide all the necessary working capital requirements of OneShop Retail. The parties expect that MobilityOne’s revenue guarantee and Super Apps’ undertaking to provide the necessary working capital requirements to OneShop Retail will be accounted for as a contingent liability for MobilityOne and Super Apps, respectively, until it is highly likely that the $125 million Revenue Target will be met. Immediately following the Business Combination and until such time as Super Apps is able to derive alternative sources of revenue, Super App’s operating revenues will be derived from its 60% equity interest in OneShop Retail.

 

Under the Joint Venture Agreement, MobilityOne undertakes to provide the necessary technical and business support to OneShop Retail. While the Joint Venture will make use of MobilityOne’s proprietary payment ecosystem, it is expected that the strategy to achieve the Revenue Target will not have a material impact on the MobilityOne’s existing activities.

 

Super Apps intends to account for the acquisition of the 60% equity interest in OneShop Retail pursuant to IFRS 3, Business Combinations as the accounting acquirer using the acquisition method as the creation of the joint venture does meet the definition of a business. Each identifiable asset and liability will be measured at its acquisition-date fair value. Non-controlling interest relating to MobilityOne’s 40% ownership will be measured at either fair value.

 

MobilityOne will be novating customer contracts over to the Joint Venture. The customers being transferred over to the Joint Venture generated aggregate revenues of approximately USD$140 during the fiscal year ended 2022, with each customer generating approximately $75 million in fiscal year 2022. MobilityOne has evaluated the guarantee as a financial liability under IFRS 9, Financial Instruments and determined the fair value to be zero as there is an extremely low probability that the revenue target won’t be met.

 

 

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The License Agreement

 

Immediately prior to the Closing of the Business Combination, MobilityOne (“Licensor”) and OneShop Retail (“Licensee”) will enter into a non-exclusive Software License Agreement (the “License Agreement”) which shall become effective upon the Closing. Pursuant to the License Agreement, MobilityOne will grant to OneShop Retail a non-exclusive, royalty-free license, including the right to grant sublicenses to its affiliates, relating to certain proprietary technology related to or covering the software and technology for MobilityOne’s proprietary payment ecosystem, including software for the e-wallet, mobility payments, payment gateway and remittance business (the “Licensed Technology”). A copy of the License Agreement is attached hereto as Exhibit 10.14.

 

The License Agreement will expire ten (10) years after the Closing of the Business Combination.

 

Proposals to be put to the TETE Shareholders at the Extraordinary General Meeting

 

The following is a summary of the proposals to be put to the extraordinary general meeting of TETE and certain transactions contemplated by the Merger Agreement. The Business Combination Proposal is conditioned upon the approval of Proposal No. 1 and Proposal No. 5. Proposals No. 1, 3, 4, 5 and 6 are dependent upon approval of the Business Combination Proposal. The transactions contemplated by the Merger Agreement will be consummated only if the Proposals are approved at the extraordinary general meeting.

 

The Business Combination Proposal (or “Proposal No. 2.”)

 

On August 2, 2023, TETE entered into the Merger Agreement by and among TETE, PubCo, Merger Sub, Holdings, Super Apps and Technology & Telecommunication LLC, and Loo See Yuen. Pursuant to the Merger Agreement, the Business Combination will be effected in two steps: (i)  TETE will reincorporate to the Cayman Islands by merging with and into PubCo as a result of the Reincorporation Merger; (ii) Merger Sub will merge with and into Holdings resulting in Holdings being a wholly-owned subsidiary of PubCo. The board of directors of TETE has unanimously (i) approved and declared advisable the Merger Agreement, the Business Combination and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related matters by the shareholders of TETE.

 

Consideration

 

The aggregate consideration for the Acquisition Merger is $1,100,000,000, payable in the form of 110,000,000 newly issued PubCo Ordinary Shares (the “Closing Payment Shares”) valued at $10.00 per share to Holdings and its shareholders. At the closing of the Acquisition Merger, the issued and outstanding shares in Holdings held by the former Holdings shareholders will be cancelled and cease to exist, in exchange for the issuance of the Closing Payment Shares, 10% of which are to be issued and held in escrow to satisfy any indemnification obligations of the former Holdings shareholders.

 

The aggregate consideration for the Acquisition Merger is shares of PubCo (the “Merger Consideration”) is equal to: (a) One Billion One Hundred Million U.S. Dollars ($1,100,000,000), minus (b) any Closing Net Indebtedness (as defined in the Merger Agreement), of which $235,000,000 shall be paid at Closing with the remaining $865,000,000 subject to the earn-out provisions set forth in the Merger Agreement. The Merger Consideration is payable in the form of PubCo Ordinary Shares, 10% of which are to be issued and held in escrow to satisfy any indemnification obligations of the former Holdings shareholders. The Closing Net Indebtedness as of the date of this proxy statement/prospectus supplement is $0 and any increase in the Closing Net Indebtedness will result in a dollar for dollar decrease in the Merger Consideration.

 

 

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Within fifteen (15) days after the end of each of the four consecutive fiscal quarters following the Closing (each an “Earn-Out Quarter”), PubCo shall deliver to the Sponsor a written statement setting forth in reasonable detail its determination of the Revenue (as defined below) for the applicable Earn-Out Quarter and the resulting Contingent Merger Consideration earned for such Earn-Out Quarter. PubCo Ordinary Shares issuable in each Earn-Out Quarter (the “Contingent Shares”) shall be calculated as follows:

 

A = 21, 625,000 (B/ C)

 

Where:

 

A = the Contingent Shares for the relevant Earn-Out Quarter

 

B = Revenue Achieved

 

C = Revenue Target

 

For purposes of the Merger Agreement, the following terms have the following meanings: “Revenue Achieved” means the consolidated revenue of PubCo and its subsidiaries for each applicable Earn-Out Quarter, as set forth in PubCo’s filings with the SEC; and “Revenue Target” means $87,000,000 for each applicable Earn-Out Quarter.

 

At the Closing, without any further action on the part of TETE, PubCo, Merger Sub, Holdings or Super Apps, each ordinary share of Holdings issued and outstanding immediately prior to the Closing shall be canceled and automatically converted into the right to receive, without interest, a number of PubCo Ordinary Shares equal in value to the quotient of the Merger Consideration divided by the fully diluted capitalization of Holdings, subject to the earn-out provisions set forth in the Merger Agreement. No certificates or scrip representing fractional PubCo Ordinary Shares will be issued pursuant to the Business Combination. Share certificates evidencing the Merger Consideration shall bear restrictive legends as required by any securities laws at the time of the Business Combination.

 

PubCo Board of Directors and Executive Officers

 

Immediately following the Closing, PubCo’s board of directors will consist of five directors, two of whom shall be designated by the Sponsor and three of whom shall be designated by Holdings. At the Closing, TETE, Sponsor and certain shareholders of Holdings will enter into a voting agreement relating to the Sponsor’s right to have two nominees on TETE’s post-closing board of directors.

 

Representations and Warranties

 

In the Merger Agreement, Holdings and Super Apps make certain representations and warranties (with certain exceptions set forth in the disclosure schedules to the Merger Agreement) relating to, among other things: (a) proper corporate organization and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Merger Agreement and other transaction documents; (c) required consents and approvals; (d) non-contravention; (e) capital structure; (f) absence of bankruptcy proceedings, (g) financial statements, (h) liabilities, (i) absence of certain developments, (j) accounts receivable and accounts payable, (k) compliance with laws, (l) title to property, (m) international trade and anti-bribery compliance, (n) tax matters, (o) intellectual property, (p) insurance, (q) absence of litigation (r) bank accounts and powers of attorney, (s) labor matters, (t) employee benefits, (u) environmental and safety, (v) related party transactions, (w) material contacts, (x) SEC matters, (y) brokers and other advisors, and (z) other customary representations and warranties.

 

 

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In the Merger Agreement, TETE, PubCo and Merger Sub make certain representations and warranties relating to, among other things: (a) proper corporate organization and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Merger Agreement and other transaction documents; (c) non-contravention, (d) brokers and other advisors, (e) capitalization, (f) issuance of the Merger Consideration, (g) consents and required approvals, (h) the trust account, (i) employees, (j) tax matters, (k) stock exchange listing, (l) reporting company status, (m) undisclosed liabilities, (n) SEC filings and financial statements, (o) business activities, (p) TETE contracts, (q) absence of litigation, (r) investment company status; and (s) other customary representations and warranties.

 

Covenants

 

The Merger Agreement also contains, among other things, covenants providing for:

 

  Each of Holdings, Super Apps and their subsidiaries operating its business in the ordinary course prior to the Closing and not taking certain specified actions without the prior written consent of TETE;
     
  Super Apps providing access to its books and records and providing information relating to its business to TETE;
     
  Super Apps delivering the financial statements required by TETE to make applicable filings with the SEC;
     
  TETE maintaining its existing listing on Nasdaq until the Closing and obtaining approval of the listing of PubCo on Nasdaq and the continued listing of TETE securities issued in connection with the IPO;
     
  TETE keeping current, and timely filing, all reports required to be filed or furnished with the SEC and otherwise comply in all material respects with its reporting obligations under applicable laws; and
     
  TETE entering into agreements pursuant to which (i) certain persons shall commit (each, a “PIPE Investor”) to purchase TETE Shares at a purchase price of ten dollars ($10.00) per share in an amount to be determined by and among the PIPE Investors, Super Apps and TETE, and/or (ii) with certain “beneficial owners” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of TETE Shares pursuant to which such TETE shareholders shall agree, upon the terms and subject to the conditions set forth therein, not to redeem their TETE Shares in connection with the Business Combination and to waive their redemption rights under TETE’s Existing M&A; provided that the combination of proceeds under (i) and (ii) shall be equal to an aggregate of at least five million dollars ($5,000,000) held inside or outside TETE’s trust account immediately prior to the consummation of the Business Combination (the “Transaction Financing”).

 

Conduct Prior to Closing

 

From the date of the Merger Agreement until the earlier of the Closing or the date of termination of the Merger Agreement, the parties agreed, among other things, to the following:

 

  The parties will not solicit, initiate, encourage or continue discussions with any third party with respect to any transaction other than the transactions contemplated or permitted by the Merger Agreement; and
     
  TETE, with the assistance of Super Apps, will file and cause to become effective a proxy statement/prospectus of TETE for the purpose of soliciting proxies from TETE’s shareholders for approval of certain matters related to the transactions contemplated by the Merger Agreement.

 

 

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Conditions to Closing

 

General Conditions

 

Consummation of the transactions contemplated by the Merger Agreement is conditioned on, among other things, (i) the absence of any order or provisions of any applicable law prohibiting the transactions or preventing the transactions; (ii) TETE receiving approval of the Business Combination from its shareholders in accordance with TETE’s Existing M&A; (iii) the Nasdaq initial listing application with respect to the Business Combination having been approved by Nasdaq, and (iv) the SEC having approved the proxy statement/prospectus filed in connection with the Business Combination.

 

Super Apps’s Conditions to Closing

 

The obligations of Super Apps to consummate the transactions contemplated by the Merger Agreement, in addition to the conditions described above, are conditioned upon each of the following, among other things:

 

  TETE complying with all of its obligations under the Merger Agreement in all material respects;
     
  the representations and warranties of TETE being true on and as of the Closing, other than as would not reasonably be expected to have a Material Adverse Effect (as defined in the Merger Agreement); and
     
  there having been no Material Adverse Effect to TETE.

 

TETE’s Conditions to Closing

 

The obligations of TETE, PubCo and Merger Sub to consummate the transactions contemplated by the Merger Agreement, in addition to the conditions described above in the first paragraph of this section, are conditioned upon each of the following, among other things:

 

  the representations and warranties of Super Apps being true on and as of the Closing, other than as would not reasonably be expected to have a Material Adverse Effect;
     
  Super Apps complying with all of the obligations under the Merger Agreement in all material respects;
     
  Super Apps and MobilityOne Sdn. Bhd., a Malaysian private limited company (“MobilityOne”) which beneficially owns 100% of the outstanding ordinary shares of OneShop Retail Sdn. Bhd., a Malaysian private limited company (“OneShop Retail”), shall have closed the transaction relating to the purchase by Super Apps of 60% of MobilityOne’s ownership interest in OneShop Retail pursuant to the Share Sale Agreement, dated October 19, 2022, by and between Super Apps and MobilityOne, which is attached hereto as Exhibit 10.11;

 

 

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  Super Apps and MobilityOne shall have entered into a shareholder’s agreement, which shall govern the relationship between Super Apps and MobilityOne as shareholders of OneShop Retail, including with respect to the composition of the board of directors of OneShop Retail; and
     
  Super Apps and MyIsCo Sdn Bhd, a wholly owned subsidiary of MyAngkasa Digital Services Sdn Bhd, a Malaysian private limited company led by Angkatan Koperasi Kebangsaan Malaysia (“ANGKASA”), shall, at least one day prior to the Closing, enter into a Collaboration Agreement (the “Collaboration Agreement”) allowing OneShop Retail, as the authorized bill payment collection and credit lending agency of ANGKASA, to operate its payment collection system through ANGKASA’s authorized dealers for the collection and remission of any payment of bills via cash payment, credit card, debit card or cheque. The Collaboration Agreement is attached hereto as Exhibit 10.12.

 

Termination

 

The Merger Agreement may be terminated and/or abandoned at any time prior to the Closing upon mutual agreement of the parties or by:

 

  TETE, if Holdings or Super Apps has breached any representation, warranty, agreement or covenant contained in the Merger Agreement, such that the conditions to TETE’s obligations to close would not be met, and such breach has not been cured within the earlier of (A) January 20, 2024 (the “Outside Date”) and (B) thirty (30) days following the receipt by Super Apps of a notice describing such breach;
     
  Super Apps, if TETE, PubCo or Merger Sub has breached any representation, warranty, agreement or covenant contained in the Merger Agreement, such that the conditions to Super Apps’s obligations to close would not be met, and such breach has not been cured within the earlier of (A) the Outside Date and (B) thirty (30) days following the receipt by TETE a notice describing such breach;

 

  either TETE or Super Apps, if the Closing has not occurred by the Outside Date, provided that the failure of the Business Combination to have been consummated on or before the Outside Date was not due to such party’s breach of or failure to perform any of its representations, warranties, covenants or agreements set forth in the Merger Agreement;
     
  either TETE or Super Apps, if an Order (as defined in the Merger Agreement) permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the Merger Agreement shall be in effect and shall have become final and non-appealable; provided that this right shall not be available to a party if such Order was due to such party’s breach of or failure to perform any of its representations, warranties, covenants or agreements set forth in the Merger Agreement;
     
  either Super Apps or TETE, if the Merger Agreement or the transactions contemplated thereby fail to be authorized or approved by TETE shareholders;
     
  Super Apps, if TETE’s board of directors shall have withdrawn, amended, qualified or modified its recommendation to the shareholders of TETE that they vote in favor of Parent Proposals (as defined in the Merger Agreement); and
     
  TETE, if the shareholders of Holdings do not approve the Merger Agreement and the transactions contemplated thereunder.

 

 

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Indemnification

 

Subject to the terms of the Merger Agreement, the representations and warranties concerning Super Apps and its subsidiaries and all covenants and agreements contained in the Merger Agreement shall survive the Closing and shall terminate at the close of business on the date that is twelve (12) months following the Closing. Ten percent (10%) of the Merger Consideration shall be held in escrow and shall serve as the sole source of payment for the indemnification obligations, if any, of the Holdings’ shareholders pursuant to the Merger Agreement.

 

The foregoing summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the actual Merger Agreement, which is attached hereto as Annex A-1.

 

Additional Agreements Executed at the Signing of the Merger Agreement

 

Company Shareholder Support Agreement

 

In connection with the Merger Agreement, certain shareholders of Holdings each entered into a shareholder support agreement (the “Company Shareholder Support Agreement”) with TETE and Holdings, pursuant to which each such shareholder agrees to vote the shares of Holdings they beneficially own in favor of each of the proposals to be included in the applicable written consent of Holdings’ shareholders, to take all actions reasonably necessary to consummate the Business Combination and to vote against any proposal that would prevent the satisfaction of the conditions to the Business Combination set forth in the Merger Agreement.

 

The foregoing description of the Company Shareholder Support Agreement is qualified in its entirety by reference to the full text of the form of Company Shareholder Support Agreement, a copy of which is attached hereto as Exhibit 10.5.

 

Parent Shareholder Support Agreement

 

In connection with the execution of the Merger Agreement, certain shareholders of TETE each entered into a shareholder support agreement (the “Parent Shareholder Support Agreement”) with Holdings and TETE, pursuant to which each such shareholder agrees to vote all TETE Shares beneficially owned by them in favor of each of the proposals to be presented at the extraordinary general meeting, to take all actions reasonably necessary to consummate the Business Combination and to vote against any proposal that would prevent the satisfaction of the conditions to the Business Combination set forth in the Merger Agreement.

 

The foregoing description of the Parent Shareholder Support Agreement is qualified in its entirety by reference to the full text of the form of Parent Shareholder Support Agreement, a copy of which is attached hereto as Exhibit 10.6.

 

Additional Agreements to be Executed at Closing

 

The Merger Agreement provides that, upon consummation of the Business Combination, PubCo will enter into the following additional agreements.

 

Lock-up Agreement

 

In connection with the Closing, the shareholders of Holdings will enter into a lock-up agreement (the “Lock-up Agreement”) with TETE, pursuant to which each will agree, subject to certain customary exceptions, not to:

 

  (i) offer, sell, contract to sell, pledge, or otherwise dispose of, directly or indirectly, any ordinary shares of PubCo or securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares held by them immediately after the Closing, or enter into a transaction that would have the same effect;

 

 

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  (ii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any of such shares, whether any of these transactions are to be settled by delivery of such shares, in cash or otherwise; or
     
  (iii) publicly announce the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any “Short Sales” (as defined in the Lock-up Agreement) with respect to any security of PubCo;

 

until the date that is six months after the Closing; provided, however, that the restrictions set forth in the Lock-up Agreement shall not apply to certain of the shares as set forth in each of the Lock-up Agreement. Notwithstanding the foregoing, if after the Closing, there is a “Change of Control” of TETE (as defined in the Lock-up Agreement), all of the shares shall be released from the restrictions set forth therein.

 

The foregoing description of the Lock-Up Agreement is qualified in its entirety by reference to the full text of the Lock-Up Agreement, a copy of which is attached hereto as Exhibit 10.7.

 

Voting Agreement

 

At Closing, TETE and certain shareholders of Holdings will enter into a voting agreement (the “Voting Agreement”), pursuant to which, among other things, the Sponsor will be granted a right to nominate two directors to the post-business combination board of directors.

 

The foregoing description of the Voting Agreement is subject to and qualified in its entirety by reference to the full text of the form of Voting Agreement, a copy of which is attached hereto as Exhibit 10.8.

 

Employment Agreement

 

In connection with the Closing, PubCo and Loo See Yuen will enter into an Employment Agreement (the “Employment Agreement”). Pursuant to the Employment Agreement, PubCo will agree to employ Loo See Yuen as Chief Executive Officer of PubCo. The term of employment shall be for a period of five years, with automatic one-year extensions unless either party gives the other party one-month prior written notice. The Employment Agreement will provide for payment of $240,000 per annum in cash compensation and Loo See Yuen will be eligible to participate in the incentive plan of PubCo, as well as any standard employee benefit plan of PubCo, including, any retirement plan, life insurance plan, health insurance plan and travel/holiday plan. PubCo may terminate the employment for cause, at any time, without notice or remuneration, for certain acts of the executive officer, including but not limited to the commitments of any serious or persistent breach or non-observance of the terms and conditions of the employment, conviction of a criminal offense, willful disobedience of a lawful and reasonable order, fraud or dishonesty, or engages or in any manner participates in any activity which is competitive with or intentionally injurious to PubCo, or any of its affiliates or subsidiaries. Loo See Yuen may resign at any time with one-month prior written notice. Loo See Yuen will agree to hold, both during and after the Employment Agreement expires, in strict confidence and not to use or disclose to any person, corporation or other entity without written consent, any confidential information.

 

The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.9.

 

 

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MobilityOne Software License Agreement

 

On the Closing of the Business Combination, MobilityOne, as Licensor, and OneShop Retail, as Licensee, will enter into a Non-Exclusive License Agreement (the “License Agreement”). Pursuant to the License Agreement, MobilityOne will grant to OneShop Retail a non-exclusive, royalty-free license to use certain proprietary technology related to or covering the software and technology for MobilityOne’s proprietary payment ecosystem, including software for the e-wallet, mobility payments, payment gateway and remittance business. The License Agreement will expire ten (10) years after the Closing of the Business Combination.

 

Non-Competition and Non-Solicitation Agreement

 

At the Closing, TETE, Holdings and certain key members of the Holdings and Super Apps management teams (the “Key Management Members”) will enter into non-competition and non-solicitation agreements (the “Non-Competition and Non-Solicitation Agreements”), pursuant to which the Key Management Members and their affiliates will agree not to compete with PubCo during the two-year period following the Closing and, during such two-year restricted period, not to solicit employees or customers or clients of such entities. The agreements also contain customary non-disparagement and confidentiality provisions.

 

The foregoing description of the Non-Competition and Non-Solicitation Agreements is subject to and qualified in its entirety by reference to the full text of the form of the Non-Competition and Non-Solicitation Agreement, a copy of which is included as Exhibit 10.10 hereto, and the terms of which are incorporated by reference.

 

Amended Registration Rights Agreement

 

At the Closing, PubCo will enter into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”) with certain existing shareholders of TETE with respect to the PubCo Ordinary Shares they own at Closing, and with shareholders of Holdings with respect to the Merger Consideration. The Amended and Restated Registration Rights Agreement will provide certain demand registration rights and piggyback registration rights to the shareholders, subject to underwriter cutbacks and issuer blackout periods. PubCo will agree to pay certain fees and expenses relating to registrations under the Amended and Restated Registration Rights Agreement.

 

 

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Redemption Rights

 

Pursuant to TETE’s Existing M&A, a holder of Public Shares may demand that TETE redeem such Public Shares for cash at the applicable redemption price per share equal to the quotient obtained by dividing the (i) the aggregate amount on deposit in the trust account as of two Business Days prior to the consummation of the Business Combination, including interest (net of taxes payable), by (ii) the total number of the then outstanding Public Shares. As of [●], 2024, this would have amounted to approximately $[_] per Public Share.

 

You will be entitled to receive cash for any Public Share to be redeemed only if you:

 

  hold Public Shares; and

 

  prior to 5:00 pm Eastern Time, on [●], 2024 (two Business Days prior to TETE’s extraordinary general meeting), (a) submit a written request to Continental that TETE redeem your Public Shares for cash; and (b) deliver your Public Shares to Continental, physically or electronically through DTC.

 

If a holder exercises its redemption rights, then such holder will be exchanging its Public Shares for cash and will no longer own shares of PubCo. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to TETE’s Transfer Agent in accordance with the procedures described herein. Please see the section entitled “Extraordinary General Meeting of TETE Shareholders – Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

 

Charter Amendment Proposals - “Proposal No. 3” and “Proposal No. 4”

 

The TETE shareholders will also be asked to vote to approve PubCo’s change of post-Business Combination corporate name from “TETE TECHNOLOGIES INC” to “Bradbury Capital Inc.”; and to approve the amendment and replacement of PubCo’s existing amendment and restated memorandum and articles of association with the Amended and Restated Memorandum and Articles of Association of PubCo as further described herein, a copy of which is attached to this proxy statement/prospectus as Annex B. These proposals are referred to as the “Change of Name Proposal” or “Proposal No.3” and the “M&A Proposal” or “Proposal No. 4” and together, the “Charter Amendment Proposals”.

 

The amendment to PubCo’s organizational documents and related procedures are intended to both effect a change of name for PubCo to be used following the Business Combination and amend and restate PubCo’s memorandum and articles of association to reflect PubCo’s status as an operating company listed on Nasdaq. Please see the sections entitled “Proposal No. 3 – The Change of Name Proposal” and “Proposal No.4 – The M&A Proposal” for more information.

 

 

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Other Proposals

 

In addition, the TETE shareholders will be asked to vote on:

 

  A proposal to approve the issuance of more than 20% of the issued and outstanding PubCo Ordinary Shares pursuant to the terms of the Merger Agreement, as required by Nasdaq Listing Rules 5635(a), (b) and (d). This proposal is referred to as the “Nasdaq Proposal” or “Proposal No. 5.”

 

  A proposal to approve and adopt the Incentive Plan. This proposal is called the “Incentive Plan Proposal” or “Proposal No. 6.”

 

  A proposal, if put, to approve the adjournment of the extraordinary general meeting in the event TETE does not receive the requisite shareholder vote to approve the Business Combination. This proposal is called the “Adjournment Proposal” or “Proposal No. 7.”

 

Please see the sections entitled “Proposal No. 5 – The Nasdaq Proposal”, “Proposal No. 6 – The Incentive Plan Proposal,” and “Proposal No. 7 – The Adjournment Proposal,” respectively, for more information.

 

Date, Time, and Place of TETE extraordinary general meeting

 

The extraordinary general meeting of TETE shareholders will be held in person at [●] and virtually on [●], 2024 at [●] a.m., or such other date, time, and place to which such meeting may be adjourned.

 

Voting Power; Record Date

 

Only TETE shareholders of record at the close of business on [●], 2024, the Record Date for the extraordinary general meeting, will be entitled to vote at the extraordinary general meeting. You are entitled to one vote for each TETE Share that you owned as of the close of business on the Record Date on each of the Reincorporation Merger Proposal, the Business Combination Proposal, the Charter Amendment Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, and the Adjournment Proposal. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank, or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 6,384,209 TETE Shares issued and outstanding and entitled to vote, of which 2,875,000 are Insider Shares, representing approximately [_]% of the issued and outstanding TETE Shares.

 

Quorum and Required Vote for Proposals for the extraordinary general meeting

 

A quorum of TETE shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting of TETE shareholders if one or more shareholders who together hold not less than a majority of the TETE Shares issued and outstanding and entitled to attend and vote at the extraordinary general meeting is represented in person, including by virtual attendance, or by proxy. Abstentions present in person, including by virtual attendance, or represented by proxy will count as present for the purposes of establishing a quorum but broker non-votes will not.

 

Approval of the Reincorporation Merger Proposal, will require the affirmative vote of at least two-thirds (2/3) of the holders of the issued and outstanding Ordinary Shares who, being entitled to do so, vote in person or by proxy at the extraordinary general meeting. Further, approval of the Charter Amendment Proposals, the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, and the Adjournment Proposal will each require the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding TETE Shares present in person or represented by proxy and entitled to vote thereon at the extraordinary general meeting. Attending the extraordinary general meeting either in person, including by virtual attendance, or represented by proxy and abstaining from voting will have the same effect as voting against all the Proposals and, assuming a quorum is present, broker non-votes will have no effect on the voting on Proposals.

 

 

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Recommendations of the Board of Directors and Reasons for the Business Combination

 

After careful consideration of the terms and conditions of the Merger Agreement, the Board has determined that Business Combination and the transactions contemplated thereby are fair to and in the best interests of TETE and its shareholders. In reaching its decision with respect to the Business Combination and the transactions contemplated thereby, the board of directors of TETE reviewed various industry and financial data and the due diligence and evaluation materials provided by Super Apps and its affiliates. For additional information regarding the positive and negative factors the TETE Board considered in evaluating the Transactions, see the section entitled “Proposal No. 1 — The Business Combination Proposal — TETE’s Board of Directors’ Reasons for the Approval of the Business Combination.”

  

The TETE Board recommends that TETE shareholder’s vote:

 

  FOR the Reincorporation Merger Proposal;

 

  FOR the Business Combination Proposal;

 

  FOR the Charter Amendment Proposals;

 

  FOR the Nasdaq Proposal;

 

  FOR the Incentive Plan Proposal; and

 

  FOR the Adjournment Proposal.

 

Independent Director Oversight

 

The TETE Board is comprised of a majority of independent directors who are not affiliated with our Sponsor and its affiliates. In connection with the Business Combination, our independent directors, Raghuvir Ramanadhan, Virginia Chan, and Kiat Wai Du took an active role in evaluating and negotiating the proposed terms of the Business Combination, including the Merger Agreement, the related agreements, and the Amended and Restated Memorandum and Articles of Association to take effect upon the completion of the Business Combination. As part of their evaluation of the Business Combination, our independent directors were aware of the potential conflicts of interest with our Sponsor and its affiliates, that could arise with regard to the proposed terms of the Merger Agreement and the Amended and Restated Memorandum and Articles of Association to take effect upon the completion of the Business Combination. Our independent directors reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and unanimously approving, as members of the board, the Merger Agreement and the transactions contemplated therein, including the Business Combination. Please see the section entitled “Proposal No. 2 – The Business Combination Proposal – Independent Director Oversight.”

 

Interests of Certain Persons in the Business Combination

 

Certain of TETE’s directors and executive officers may be deemed to have interests in the transactions contemplated by the Merger Agreement that are different from, or in addition to, those of TETE’s shareholders generally. These interests may present these individuals with certain potential conflicts of interest. Our independent directors reviewed and considered these interests during their evaluation and negotiation of the Business Combination and in unanimously approving, as members of the TETE Board, the Merger Agreement and the transactions contemplated therein, including the Business Combination. The TETE Board concluded that the potential benefits that it expected TETE and its stockholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. When you consider the recommendation of the TETE Board in favor of approval of the Merger, you should keep in mind that TETE’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder, including:

 

  If the proposed Business Combination is not consummated by November 20, 2023 (unless otherwise extended), then we will be required to liquidate. In such event, the 2,875,000 Insider Shares, which were acquired prior to the IPO for an aggregate purchase price of $25,000, will be worthless. Such Insider Shares had an aggregate market value of approximately $[_] based on the closing price of Public Shares of $[_] on Nasdaq as of [_], 2023. As a result of the nominal price of $[_] per Insider Share paid by the Sponsor compared to the recent market price of TETE’s Class A ordinary shares, the Sponsor and its affiliates are likely to earn a positive rate of return on their investments in the Insider Shares even if the holders of TETE’s Class A ordinary shares experience a negative rate of return on their investments in the Class A ordinary shares.
     
  If the proposed Business Combination is not consummated by November 20, 2023 (unless otherwise extended), then 532,500 Private Placement Units purchased by the Sponsor for a total purchase price of $5,325,000, will be worthless. Such Private Placement Units had an aggregate market value of approximately $[_] closing price of TETE Units of $[_] on Nasdaq as of [_], 2023.
     
 

The Sponsor invested an aggregate of $5,350,000 in TETE, comprised of the $25,000 purchase price for the Insider Shares and $5,325,000 purchase price for the Private Placement Units. The amount held in TETE’s Trust Account was approximately $[_] on the Record Date, implying a value of $[_] per public share. Based on these assumptions, each PubCo Ordinary Share would have an implied value of $[_] per share upon consummation of the Business Combination, representing a [_]% decrease from the initial implied value of $[_] per public share. While the implied value of $[_] per share upon consummation of the Business Combination would represent a dilution to our public shareholders, this would represent a significant increase in value for the Sponsor relative to the price it paid for each Insider Share. At approximately $[_] per share, the 2,875,000 PubCo Ordinary Shares that the Sponsor would own upon consummation of the Business Combination would have an aggregate implied value of $[_]. As a result, even if the trading price of PubCo’s Ordinary Shares significantly declines, the value of the Insider Shares held by the Sponsor will be significantly greater than the amount the Sponsor paid to purchase such shares. For more information, please see “Risk Factors – The nominal purchase price paid by the Sponsor and directors and officers of TETE for the Insider Shares may significantly dilute the implied value of the public shares in the event the parties complete an initial business combination. In addition, the value of the Insider Shares will be significantly greater than the amount the Sponsor and directors and officers of TETE paid to purchase such shares in the event the parties complete an initial business combination, even if the Merger causes the trading price of PubCo’s Ordinary Shares to materially decline.

     
  As of [_], 2023, TETE has unsecured promissory notes in the aggregate principal amount of $[_] outstanding. In the absence of shareholder approval for a further extension, if the proposed Business Combination is not consummated by November 20, 2023 (unless otherwise extended), then such loans may not be repaid.
     
  Unless TETE consummates the Business Combination, its officers, directors and Initial Shareholders will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceeded the amount of its working capital. As of [_], 2023, $[_] of advances was paid by Sponsor for expenses incurred on TETE’s behalf and if the proposed Business Combination is not consummated by November 20, 2023 (unless otherwise extended), that amount would not be repaid. As a result, the financial interest of TETE’s officers, directors and Initial Shareholders or their affiliates could influence its officers’ and directors’ motivation in selecting Super Apps as a target and therefore there may be a conflict of interest when it determined that the Business Combination is in the shareholders’ best interest.
     
  TETE’s Chief Executive Officer and Chief Financial Officer are director nominees of PubCo’s board.
     
  The exercise of TETE’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and, in our shareholders’, best interest.

 

 

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  The continued indemnification of current directors and officers and the continuation of directors’ and officers’ liability insurance.
     
  TETE’s current charter provides that TETE renounces any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter that may be a corporate opportunity for any member of TETE management, on the one hand, and TETE, on the other hand, or the participation in which would breach any existing legal obligation, under applicable law or otherwise, of a member of TETE management to any other entity. TETE is not aware of any such corporate opportunities not being offered to TETE and does not believe that waiver of the corporate opportunities doctrine has materially affected TETE’s search for an acquisition target or will materially affect TETE’s ability to complete an initial business combination.

 

The foregoing interests may influence the officers and directors of TETE to support or approve the Merger. As such, the Sponsor and our officers and directors may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate. In considering the recommendations of the TETE Board to vote for the proposals, TETE’s stockholders should consider these interests. For more information, please see “Risk Factors — Some of the TETE officers and directors may be argued to have conflicts of interest that may influence them to support or approve the Business Combination without regard to your interests.

 

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

 

  (i) duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;
  (ii) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
  (iii) directors should not improperly fetter the exercise of future discretion;
  (iv) duty to exercise powers fairly as between different sections of shareholders;
  (v) duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and
  (vi) duty to exercise independent judgment.

 

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director.

 

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings.

 

Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including entities that are affiliates of our sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under the Companies Act. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to identify and pursue business combination opportunities or to complete our initial business combination.

 

In addition, our sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis.

 

Below is a table summarizing the entities to which our founder, executive officers and directors currently have fiduciary duties, contractual obligations or other current material management relationships:

 

Individual(1)   Entity(2)   Entity’s Business   Affiliation
Tek Che Ng   Prime Oleochemical Industries Sdn Bhd  

Research and development, manufacturing and sales of quality transparent soaps, and other personal care products

  Chairman
    Datarich Asia Sdn Bhd   Building intelligent and security system, IT system   Director
    Lumayan Klik Sdn Bhd   Property and Investment Holding   Director
    Rimbun Berseri Sdn Bhd   Palm Oil   Director
   

A.W. Agro Management

Services Sdn Bhd

  Palm Oil   Director
   

Finnex Risk

Management Sdn Bhd

  Insurance   Director
    Meeka Yogurt (M) Sdn Bhd   Food & Beverage   Director
   

M Nine One Resources

Sdn Bhd

  Food & Beverage   Director
    YoungDiet Sdn Bhd   Food & Beverage   Director
    Young Life Sdn Bhd   Food & Beverage   Director
    Young Dessert Sdn Bhd   Food & Beverage   Director
   

Healiving Supplies Sdn

Bhd

  By sell & manufacture and deal in consumer Healthcare & Nutrition Supplement Products   Director
   

Bayan Development Sdn

Bhd

  Property Development   Director
   

Mewah Binajaya Sdn

Bhd

  Investment Holding   Director
   

Metronic Impact Sdn

Bhd

  Building Security, CCTV, Doors Access System   Director
             

Chow Wing Loke

  A&C Technology Waste Oil Sdn Bhd   Industrial waste oil recycling   Managing Director
    WMG Resources Sdn Bhd   Management consultancy   Director
    Mictronics (M) Sdn Bhd   Trading of energy saving equipment and products   Director
    Zen MD International Sdn Bhd   Trading of consumer healthcare products   Director
             
Raghuvir Ramanadhan   Capgemini Singapore   IT Consulting & Services   Sales Director
    Fourtel Digital   Digital Transformation   Founder
             
Kiat Wai Du   Ingenious Haus Group Ltd   Financial Services   CEO
    Ingenious Advisory Sdn Bhd   Financial Services   CEO
    Ingenious Financial Group Ltd   Financial Services   CEO
    Ingenious Wealth Management Ltd   Financial Services   CEO
    Vertu Capital Ltd   Investment Company   Non-Executive Chairman
    AQ Media Group Sdn Bhd   Financial Public Relations   Chief Strategy Officer
             
Virginia Chan   Flagship PMC Sdn Bhd  

Project Management

consultancy

  Director

 

  (1) Each person has a fiduciary duty with respect to the listed entities next to their respective names.
  (2) Each of the entities listed in this table has priority and preference relative to our company with respect to the performance by each individual listed in this table of his or her obligations and the presentation by each such individual of business opportunities.

 

The Sponsor and TETE’s officers and directors do not have any fiduciary or contractual obligations except as listed above, or any ownership interest or other interest in, or affiliation with, Bradbury Capital Holdings Inc., Super Apps and MobilityOne Ltd., OneShop Retail and ANGKASA and MyIsCo.

 

 

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Risk Factors

 

In evaluating the proposal to be presented at the extraordinary general meeting, you should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors”. The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) the ability of TETE and Super Apps to complete the Business Combination; and (ii) the business, cash flows, financial condition and results of operations of Super Apps prior to the consummation of the Business Combination and PubCo following consummation of the Business Combination.

 

Risks relating to Super Apps include, but are not limited to, the following:

 

  Super Apps is a recently formed company with no operating history, and will not commence business operations until obtaining funding upon closing of the Business Combination. OneShop Retail will not commence operating the Carve-Out Business until after the closing of the Business Combination. Super Apps’ initial revenues will be primarily derived from the Carve-Out Business and our joint venture with MobilityOne. Accordingly, it may be difficult to evaluate Super App’s ability to achieve its business objective.

 

  Super Apps will be dependent upon its joint venture partner, MobilityOne, under a 10-year joint venture agreement, a copy of which is attached hereto as Exhibit 10.13, covering the corporate governance and operating decisions by OneShop Retail. The Joint Venture Agreement with MobilityOne will not become effective until closing of the Business Combination. Under the Joint Venture Agreement, OneShop Retail will receive a carve-out from MobilityOne of certain e-voucher business lines and customers, totaling $125 million in annual revenue for 2024 or any other period as agreed upon by the parties (the “Carve-Out Business”). The annual revenue of $125 million for 2024 is unconditionally guaranteed by MobilityOne in accordance with the terms of the Joint Venture Agreement. OneShop Retail will hold the Carve-Out Business and conduct the related business operations. Until such time as Super Apps derives revenue from sources outside of OneShop Retail, Super Apps’s operating revenues will be derived from its 60% equity interest in OneShop Retail. If the Joint Venture Agreement with MobilityOne terminates, the business of Super Apps and OneShop Retail, including, in particular, the Carve-Out Business and Super Apps’ future payment processing business, could be significantly harmed.

 

  OneShop Retail will be dependent upon a new 10-year license agreement between MobilityOne and OneShop Retail to use software and technology to operate the electronic voucher business of the Carve-Out Business and its anticipated future payment processing business.

 

  After the Business Combination, Super Apps and OneShop Retail expect to rely on MobilityOne as their key business partner. If the relationship with MobilityOne is terminated and Super Apps and OneShop Retail are not able to secure or successfully migrate client portfolios to a new bank partner or partners, the business of Super Apps and OneShop Retail, such as the ability to provide the fintech, payment services, debit card services and other transaction services, would be adversely affected.
     
  The inability of Super Apps to fund and maintain its Collaboration Agreement with MYISCO could adversely affect its business.

 

  After the Business Combination, Super Apps and OneShop Retail rely on MobilityOne to assist us in ensuring that the products offered by Super Apps and OneShop Retail comply with the multitude of governmental laws and regulations. If Super Apps and or OneShop Retail were to become directly subject to banking regulations or be subjected to additional third-party risk management obligations, their business model may need to be substantially altered and they may not be able to continue to operate their business as it is currently contemplated.

 

  After the Business Combination, Super Apps and OneShop Retail will be relying upon MobilityOne to provide certain payment processing, debit card and e-wallet services. If Super Apps and or OneShop Retail were found to be operating without having obtained necessary licenses, it could adversely affect their business, results of operations, financial condition, and future prospects.

 

 

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  To acquire and retain customers after the Business Combination, Super Apps expects to depend in part on channel partners that generally do not serve it exclusively, may not aggressively market its products and services, are subject to attrition and are not under its control.

 

  Changes in interchange rates set by payment networks could adversely affect our post Business Combination business, financial position and results of operations.

 

  Our anticipated post Business Combination payment channels, touchpoints and advanced credit is expected to expose us to credit risk of our customers. If our underwriting criteria for making advances is not sufficient to mitigate against this risk, the financial condition and operating results of Super Apps could be adversely affected if a substantial number of its customers fail to repay the cash advance they receive.

 

  After the Business Combination, Super Apps may require additional capital to support the growth of its business, and this capital may not be available on acceptable terms, or if at all. Super Apps expect to have sufficient capital to fund its planned operations for at least the next 12 months after the closing of the Business Combination.

 

  If after the Business Combination Super Apps is unable to keep pace with the rapid technological developments in its industry and the larger financial services industry necessary to continue providing its customers with new and innovative products and services, the use of its platform and other products and services could decline.

 

Risks relating to the jurisdictions in which Super Apps operates include, but are not limited to, the following:

 

  Its post Business Combination business is expected to be subject to extensive regulation and oversight in a variety of areas, including registration and licensing requirements under national and local laws and regulations.

 

  After the Business Combination, Super Apps expects to operate in an extensive regulatory environment and may from time to time be subject to governmental investigations or other inquiries by state, federal and local governmental authorities.

 

  Super Apps is subject to foreign exchange control policies in Malaysia and other countries where it may operate. Since Super Apps is a holding company and rely principally on dividends and other payments from our OneShop Retail consolidated subsidiary for its cash requirements, any restrictions on such dividends or other payments could materially and adversely affect its liquidity, financial condition and results of operations.

 

Risks relating to TETE’s business include, but are not limited to, the following:

 

  TETE being forced to liquidate the trust account if it cannot consummate a business combination by November 20, 2023 (unless otherwise extended). In the event of a liquidation, TETE’s public shareholders will receive $[_] per share and the TETE Warrants will expire worthless;

 

  If third parties bring claims against TETE, the proceeds held in trust could be reduced as a result of expenses or successful claims, and the per-share liquidation price received by TETE’s shareholders may be less than $[_];

 

  Any distributions received by TETE shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, the value of TETE’s liabilities exceeds its assets and/or TETE was unable to pay its debts as they fell due;

 

  If TETE’s due diligence investigation of Super Apps was inadequate, then shareholders of TETE following the Business Combination could lose some or all of their investment;

 

  TETE’s directors and officers potentially having conflicts in determining to recommend the acquisition of Super Apps, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, TETE shareholder interests;

 

  All of TETE’s officers and directors owning TETE Shares which will not participate in liquidation distributions and, therefore, potentially having a conflict of interest in determining whether the Business Combination is appropriate;

 

 

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  TETE requiring its shareholders who wish to redeem their ordinary shares in connection with a proposed business combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights;

 

  TETE’s Initial Shareholders, including its officers and directors, controlling a substantial interest in TETE and thus potentially influencing certain actions requiring a shareholder vote;

 

  If TETE’s security holders exercise their registration rights with respect to their securities, it may have an adverse effect on the market price of TETE’s securities;

 

  TETE not obtaining an opinion from an unaffiliated third party as to the fairness of the Business Combination to its shareholders;

 

  If the Business Combination’s benefits do not meet the expectations of financial or industry analysts, the market price of TETE’s securities may decline;

 

  TETE having no operating or financial history and our results of operations and those of PubCo potentially differing significantly from the unaudited pro forma financial data included in this proxy statement/prospectus; and

 

  TETE being an “emerging growth company” and a smaller reporting company” and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make its securities less attractive to investors.

 

Finally, risks relating to the Business Combination include, but are not limited to, the following:

 

  TETE and Super Apps having incurred and expecting to incur significant costs associated with the Business Combination whether or not consummated;

 

  In the event that a significant number of Public Shares are redeemed, its stock may become less liquid following the Business Combination;

 

  PubCo being required to meet the initial listing requirements to be listed on Nasdaq, and it being unable to meet those initial listing requirements. Even if PubCo’s securities are so listed, it may be unable to maintain the listing of its securities in the future;

 

  Super Apps failing to maintain an effective system of internal controls, leading to PubCo potentially being unable to accurately report its results of operations, meet with its reporting obligations, or prevent or report fraud;

 

  PubCo incurring significant costs as a publicly listed company in the United States;

 

  The ability for TETE to waive one or more of the conditions of the Merger Agreement without shareholder approval;

 

  There being a substantial number of TETE Shares available for sale in the future that may adversely affect the market price of TETE Shares;

 

  TETE’s shareholders experiencing immediate dilution as a consequence of the issuance of ordinary shares as consideration in the Business Combination, and having a minority share position may reduce the influence that TETE’s current shareholders have on the management of PubCo;

 

  Super Apps lacking a history as a company separate from MobilityOne Sdn Bhd;

 

  The historical financial results of Super Apps presented in this proxy statement/prospectus not being representative of PubCo’s results as a separate company;

 

 

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  PubCo not being able to obtain additional capital when required, on favorable terms or at all; and

 

  The Business Combination or PubCo being materially adversely affected by the recent and ongoing COVID-19 outbreak.
     
  PubCo may not qualify as, or continue to satisfy the requirement for, a foreign private issuer, which may require PubCo to fully comply with more stringent reporting requirements of the Exchange Act for domestic issuers

 

Certain Developments

 

Extension of Date to Consummate a Business Combination

 

On January 18, 2023, TETE held its extraordinary meeting of shareholders. During this meeting, TETE’s shareholders approved the proposals to (i) amend TETE’s amended and restated articles of association in existence at that time to give TETE the right to extend the date by which it has to consummate a business combination (the “Combination Period”) up to six (6) times for an additional one (1) month each time, from January 20, 2023 to July 20, 2023; (ii) amend TETE’s investment management trust agreement, dated as of January 14, 2022, by and between the Company and Continental Stock Transfer & Trust Company, to allow the Company to extend the Combination Period up to six (6) times for an additional one (1) month each time from January 20, 2023 to the Extended Date by depositing into the Trust Account, for each one-month extension, the lesser of (a) $262,500 and (b) $0.0525 for each Class A ordinary share issued and outstanding, and (iii) amend the amended and restated articles of association to expand the methods that TETE may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission. On January 18, 2023, 8,373,932 Public Shares were redeemed by a number of shareholders at a price of approximately $10.3122 per share, in an aggregate principal amount of $86,353,885. Following the redemptions, there were 3,126,068 TETE Class A ordinary shares outstanding. On January 21, 2023, TETE issued an unsecured promissory note to its Sponsor, in the amount of $656,474, which amount was deposited into the trust account to extend the available time to complete a business combination to February 20, 2023. The Company subsequently deposited $164,118.57 per month into the trust account to further extend the Combination Period to July 20, 2023.

 

On July 18, 2023, TETE held an extraordinary meeting of shareholders. During this meeting, TETE’s shareholders approved the proposals to (i) amend TETE’s amended and restated articles of association in existence at that time to give TETE the right to extend the Combination Period up to twelve (12) times for an additional one (1) month each time, from July 20, 2023 to July 20, 2024; (ii) amend TETE’s investment management trust agreement, dated as of January 14, 2022, by and between the Company and Continental Stock Transfer & Trust Company, to allow the Company to extend the Combination Period up to twelve (12) times for an additional one (1) month each time from July 20, 2023 to July 20, 2024, by depositing into the Trust Account, for each one-month extension, the lesser of (a) $144,000 and (b) $0.045 for each Class A ordinary share outstanding, and (iii) amend the amended and restated articles of association to provide for the right of a holder of TETE Class B ordinary shares, par value $0.0001 per share, to convert into Class A ordinary shares, par value $0.0001 per share, of the Company on a one-for-one basis at any time and from time to time prior to the closing of a business combination at the election of the holder. On July 18, 2023, 149,359 Public Shares were redeemed by a number of shareholders at a price of approximately $10.89 per share, in an aggregate principal amount of $1,626,736.79. Following the redemptions, there were 2,976,709 Public Shares outstanding. The Company deposited $133,951.91 into the trust account on four occasions to extend the Combination Period from July 20, 2023 to November 20, 2023. None of the funds held in trust will be released from the trust account, other than interest income to pay any tax obligations, until the earlier of the completion of an initial business combination within the required time period or our entry into liquidation if TETE has not consummated a business combination by November 20, 2023 (unless otherwise extended). Each extension payment is loaned to the Company by the Sponsor pursuant to a promissory note and the Company will repay the aggregate amount contributed by the Sponsor for the extensions at Closing. The loans are not interest-bearing and may be converted into Class A ordinary shares at Closing at the option of the Sponsor. For additional information regarding the promissory notes, see “Certain Transactions and Related Party TransactionsRelated Party Extensions Loan” and “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” in this proxy statement/prospectus. Neither TETE, the Sponsor nor any other individual or entity received securities or other consideration in exchange for the extension payments.

 

The net proceeds deposited into the trust fund remain on deposit in the trust fund earning interest. As of the date of this proxy statement/prospectus, there was, as a result of the redemptions discussed above, approximately $[_] in TETE’s trust account.

 

On September 1, 2023, TETE issued an aggregate of 2,875,000 Class A ordinary shares to the holders of TETE’s Class B ordinary shares upon the conversion of an equal number of Class B ordinary shares (the “Conversion”). The 2,875,000 Class A ordinary shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B ordinary shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in this proxy statement/prospectus. Following the Conversion, there were 6,384,209 Class A ordinary shares issued and outstanding.

 

Voting Securities

 

As of the date of this proxy statement/prospectus, there were 6,384,209 TETE Shares issued and outstanding. Only TETE shareholders who hold Ordinary Shares of record as of the close of business on [●], 2024 are entitled to vote at the extraordinary general meeting of shareholders or at any adjournment of the extraordinary general meeting. Approval of the Reincorporation Merger Proposal will require the affirmative vote of at least two-thirds (2/3) of the holders of the issued and outstanding Ordinary Shares who, being entitled to do so, vote in person or by proxy at the extraordinary general meeting. Further, approval of the Charter Amendment Proposals, the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, and the Adjournment Proposal will each require the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding TETE Shares present in person or represented by proxy and entitled to vote thereon at the extraordinary general meeting. Attending the extraordinary general meeting either in person, including by virtual attendance, or represented by proxy and abstaining from voting will have the same effect as voting against all the proposals and, assuming a quorum is present, broker non-votes will have no effect on the Proposals.

 

As of the Record Date, TETE’s Initial Shareholders, either directly or indirectly, owned and were entitled to vote 2,875,000 Insider Shares and 532,500 Private Shares, or approximately [_]% of TETE’s issued and outstanding Ordinary Shares. With respect to the Business Combination, TETE’s Initial Shareholders have agreed to vote their respective TETE Shares acquired by them in favor of the Business Combination Proposal and related Proposals. They have indicated that they intend to vote their shares, as applicable, “FOR” each of the other Proposals although there is no agreement in place with respect to these Proposals.

 

 

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Appraisal Rights

 

The Cayman Companies Act prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. For additional information, see the section entitled “Extraordinary General Meeting of TETE Shareholders – Appraisal Rights.”

 

Proxies and Proxy Solicitation Costs

 

We are soliciting proxies on behalf of our board of directors. This solicitation is being made by mail but also may be made by telephone or in person. TETE and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Any solicitation made and information provided in such a solicitation will be consistent with the written proxy statement/prospectus and proxy card. Morrow Sodali LLC, a proxy solicitation firm that TETE has engaged to assist it in soliciting proxies, will be paid its customary fee and out-of-pocket expenses.

 

TETE will ask banks, brokers and other institutions, nominees, and fiduciaries to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. TETE will reimburse them for their reasonable expenses.

 

If you send in your completed proxy card, you may still vote your shares at the extraordinary general meeting if you revoke your proxy before it is voted at the extraordinary general meeting.

 

Emerging Growth Company

 

TETE is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). It is anticipated that after the consummation of the transactions, PubCo will continue to be an “emerging growth company.” As an emerging growth company, PubCo will be eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statement/prospectus, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and the requirement to obtain shareholder approval of any golden parachute payments not previously approved.

 

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. TETE has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, TETE, as an emerging growth company, will not adopt the new or revised standard until the time private companies are required to adopt the new or revised standard. This approach may make comparison of TETE’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 

PubCo could remain an emerging growth company until the last day of its fiscal year following the fifth anniversary of the consummation of its predecessor’s initial public offering. However, if PubCo’s non-convertible debt issued within a three-year period or its total revenues exceed $1.07 billion or the market value of its ordinary shares that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, PubCo would cease to be an emerging growth company as of the following fiscal year.

 

 

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Foreign Private Issuer Status

 

As a foreign private issuer, PubCo will be exempt from the rules under the Exchange Act, prescribing the furnishing and content of proxy statements, and its officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. For example, as a “foreign private issuer” PubCo:

 

  would not be required to provide as many Exchange Act reports, or as frequently or as promptly, as domestic issuers with securities registered under the Exchange Act. For example, PubCo would only be required to furnish current reports on Form 6-K any information that PubCo (a) makes or is required to make public under the laws of the Cayman Islands, (b) files or is required to file under the rules of any stock exchange, or (c) otherwise distributes or is required to distribute to its shareholders. In addition, PubCo would not be required to file its annual report on Form 10-K, which may be due as soon as 60 days after its fiscal year end. As a “foreign private issuer”, PubCo would be required to file an annual report on Form 20-F within four months after its fiscal year end;

 

  would not be required to provide the same level of disclosure on certain issues, such as executive compensation or be required to conduct advisory votes on executive compensation;

 

  would be exempt from filing quarterly reports under the Exchange Act with the SEC;

 

  would not be subject to the requirement to comply with Regulation Fair Disclosure, or Regulation FD, which imposes certain restrictions on the selected disclosure of material information;

 

  would not be required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and

 

  would not be required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction.

 

Anticipated Accounting Treatment

 

The Business Combination will be accounted for as a reverse merger in accordance with IFRS. Under this method of accounting, TETE will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the holders of Super Apps expecting to have a majority of the voting power of PubCo, Super Apps senior management comprising all of the senior management of PubCo, the relative size of Super Apps compared to TETE, and Super Apps’s operations comprising the ongoing operations of PubCo. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Super Apps issuing shares for the net assets of TETE, accompanied by a recapitalization. The net assets of TETE will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Super Apps.

 

Material Tax Consequences of the Business Combination

 

US Federal Income Tax Consequences to U.S. Holders of Super Apps Shares

 

Super Apps does not have any U.S. holders. Given that Super Apps is a non-U.S. entity with no U.S. holders, Super Apps does not foresee any material U.S. federal income tax consequences of the Business Combination to its pre-merger shareholders. Accordingly, TETE has excluded discussions on the “U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders of Super Apps’ Shares.” Such discussions are irrelevant to Super Apps, as Super Apps’ investors are not subject to U.S. federal income taxes.

 

 

Material Cayman Islands Tax Consequences

 

The following is a discussion on certain Cayman Islands income tax consequences of an investment in the securities of PubCo. The discussion is a general summary of present law, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor’s particular circumstances, and does not consider tax consequences other than those arising under Cayman Islands law.

 

THE FOLLOWING IS FOR INFORMATIONAL PURPOSES ONLY. EACH HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE BUSINESS COMBINATION AND AN EXERCISE OF REDEMPTION RIGHTS, INCLUDING THE EFFECTS OF CAYMAN ISLANDS TAX LAWS.

 

 

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Under Existing Cayman Islands Laws

 

Payments of dividends and capital in respect of our securities will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the securities nor will gains derived from the disposal of the securities be subject to Cayman Islands income or corporate tax. The Cayman Islands currently has no income, corporate or capital gains tax and no estate duty, inheritance tax or gift tax.

 

No stamp duty is payable in respect of the issue of the warrants. An instrument of transfer in respect of a warrant is stamp able if executed in or brought into the Cayman Islands.

 

No stamp duty is payable in respect of the issue of ordinary shares or on an instrument of transfer in respect of such shares.

 

TETE has been incorporated under the laws of the Cayman Islands as an exempted company with limited liability and, as such, has applied for and received an undertaking from the Financial Secretary of the Cayman Islands substantially in the following form:

 

The Tax Concessions Act

(As Revised)

Undertaking as to Tax Concessions

 

In accordance with the provision of The Tax Concessions Act (As Revised), the following undertaking is hereby given to Technology & Telecommunication Acquisition Corporation (the “Company”):

 

  (a) That no law which is hereafter enacted in the Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations; and

 

  (b) In addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable:

 

  i. on or in respect of the shares, debentures or other obligations of the Company; or

 

  ii. by way of the withholding in whole or part, of any relevant payment as defined in the Tax Concessions Act (As Revised).

 

These concessions shall be for a period of 20 years from the 22nd of November 2021 with regulatory approvals.

 

The Business Combination and the other transactions contemplated by the Merger Agreement are not subject to any additional federal or state regulatory requirements or approvals, including the Hart-Scott Rodino Antitrust Improvements Act of 1976, except for review and approval of this proxy statement/prospectus and the registration statement for the Merger Consideration with the SEC. We also anticipate that filings with the Registrar of Companies of the Cayman Islands and with Malaysian authorities will be necessary to effect the transactions contemplated by the Merger Agreement.

 

 

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TRADING MARKET AND DIVIDENDS

 

TETE Units, Public Shares, and TETE Warrants are each quoted on Nasdaq, under the symbols “TETEU,” “TETE,” and “TETEW,” respectively. Each of TETE units consist of one Public Share and one TETE Warrant. TETE Units commenced trading on January 20, 2022. Public Shares and TETE Warrants commenced trading on March 7, 2022.

 

TETE has not paid any cash dividends on its ordinary shares to date and does not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be dependent upon TETE’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of its then board of directors. It is the present intention of TETE’s Board to retain all earnings, if any, for use in its business operations and, accordingly, TETE’s Board does not anticipate declaring any dividends in the foreseeable future.

 

None of the securities of Super Apps, or its subsidiaries, are or have been publicly traded in the United States.

 

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RISK FACTORS

 

You should carefully review and consider the following risk factors and the other information contained in this proxy statement/prospectus, including the financial statements and notes to the financial statements included herein, in evaluating the Business Combination and the proposals to be voted on at the extraordinary general meeting. The following risk factors apply to the business and operations of Super Apps, the business and operations of TETE, and will also apply to the business and operations of PubCo following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in conjunction with other events or circumstances, may adversely affect the ability of the parties to complete or realize the anticipated benefits of the Business Combination, and may have an adverse effect on the business, cash flows, financial conditions, and results of operations Holdings, Super Apps, TETE, or PubCo. You should also carefully consider the following risk factors in addition to the other information contained in this proxy statement/prospectus, including matters addressed in the sections entitled “Special Note Regarding Forward-Looking Statements,” “Information about Super Apps,” “Information about TETE,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Super Apps,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of TETE.”

 

This risk factors discussion does not purport to disclose all of the risks and other significant aspects of the Business Combination. We or Super Apps may face additional risks and uncertainties that are not presently known to us or Super Apps, or that we or Super Apps currently deem immaterial, which may also impair our business, the business of Super Apps, or the business of PubCo. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

 

The risk factors discussed in this section are of equal importance and are separated into categories for ease of reference only. You should consult your own independent counsel, accountant, and other advisers as to the legal, tax, business, financial, and other related aspects of the Business Combination.

 

Risk Factors Relating to Super Apps

 

The following risk factors apply to the business and operations of Super App and its consolidated subsidiary, OneShop Retail, and will also apply to the business and operations of OneShop Retail following the completion of the Business Combination. Until we complete our initial business combination, Super App and OneShop Retail will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a recently formed companies. As used in this section the terms “we,” “us” and “our” refer to Super App and OneShop Retail, as applicable.

 

Super Apps is a recently formed company with no operating history, and OneShop Retail is engaged in the wholesaling of all type of goods, materials and commodities. Super Apps does not expect to commence significant business operations until obtaining funding upon closing of the Business Combination. OneShop Retail will not commence the Carve-Out Business until the closing of the Business Combination. Until such time as Super Apps generates revenues on its own, Super App’s initial revenues will be primarily derived from the Carve-Out Business and its joint venture with MobilityOne. Accordingly, it may be difficult to evaluate Super App’s ability to achieve its business objective.

 

Prior to the consummation of the Business Combination, Super Apps has no operating history and OneShop Retail is engaged in the general merchant retail sales of all type of goods, materials and commodities, which may be discontinued after the Business Combination. Under the Joint Venture Agreement, a copy of which is attached hereto as Exhibit 10.13, upon the consummation of the Business Combination, OneShop Retail will receive a carve-out from MobilityOne of certain electronic voucher businesses and customers to enable OneShop Retail to reach a business target of RM560,000,000 (approximately $125 million) in annual revenue for 2024 or any other period as agreed upon by the parties (the “Carve-Out Business”). The annual revenue of $125 million for 2024 is unconditionally guaranteed by MobilityOne in accordance with the terms of the Joint Venture Agreement. While Super App’s expects to develop revenue separate from OneShop Retail and the Carve-Out Business in the future, Super Apps’s initial operating revenues after the Business Combination will be derived from its 60% equity interest in OneShop Retail. Further,

 

MobilityOne’s obligation to transfer to OneShop Retail the Carve-Out Business arises from the Joint Venture Agreement which will not become effective until the completion of the Business Combination.

 

After the Business Combination, Super Apps anticipates incurring substantial expenses upfront to market, promote and sell its solutions and products and expects to continue to do so in the future. Super Apps also expects to continue to invest for future growth, including for customer acquisition, technology infrastructure, services development, international expansion, and expansion into new verticals. In addition, as a new public company, Super Apps will incur significant accounting, legal, and other expenses.

 

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After the Business Combination, Super Apps expects to continue to incur higher expenses for at least the foreseeable future and will have to generate and sustain increased revenues to achieve future profitability. Achieving profitability will require Super Apps to maintain and increase revenues, manage its cost structure, and avoid significant liabilities. Revenue growth may slow, revenues may decline, or it may incur significant expenditures in the future for a number of possible reasons, including general macroeconomic conditions, increasing competition (including competitive pricing pressures), a decrease in the growth of the markets in which it competes, or if it fails for any reason to continue to capitalize on growth opportunities. Additionally, it may encounter unforeseen operating expenses, difficulties, complications, delays, service delivery, and quality problems and other unknown factors that may result in losses in future periods

 

After the Business Combination, Super Apps may elect to discontinue OneShop Retail’s wholesales business and cause OneShop Retail to solely operate and expand the Carve-Out Business. Prior to the Business Combination, the Carve-Out Business was operated by MobilityOne and not OneShop Retail. While OneShop Retail will also retain the same employees that operated the Carve-Out Business prior to the Business Combination, there can be no assurance that the transition of the Carve-Out Business from MobilityOne to OneShop Retail will be smooth and efficient. Any interruptions in the operations of the Carve-Out Business arising from this transition may negatively affect the results of operations of the Carve-Out Business.

 

As a result of the foregoing, Super Apps lacks an operating history and OneShop Retail lacks a history in operating the Carve-Out Business. You have no basis upon which to evaluate our ability to achieve our post Business Combination objective of operating and growing the Carve-Out Business.

 

Super Apps’ management team has limited experience in operating a public company.

 

Several members of our senior management team have experience in the management of a publicly-traded company. Their experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities, which will result in less time being devoted to the management and growth of the company’s operations. Super Apps may not have adequate personnel with the appropriate level of knowledge, experience and training in accounting policies, compliance practices or internal controls required of public companies. The development and implementation of the standards and controls and the hiring of experienced personnel necessary to achieve the level of accounting standards required of a public company may require expenditures greater than expected, and a delay could impact Super Apps’ ability or prevent it from accurately and timely reporting its operating results, timely filing required reports with the SEC and complying with Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act). It is possible that Super Apps will be required to expand its employee base and hire additional employees to support its operations as a public company, which will increase its operating costs in future periods.

 

If we fail to implement our business strategy, our financial performance and our growth could be materially and adversely affected.

 

Our future financial performance and success are dependent in large part upon our ability to implement our business strategy successfully. Our business strategy envisions several initiatives, including increasing revenue from existing customers, growing our customer base, pursuing select acquisitions, implementing cost rationalization initiatives, focusing on risk mitigation and utilizing technology to differentiate our services and improve profitability. We may not be able to implement our business strategy successfully or achieve the anticipated benefits of our business plan. If we are unable to do so, our long-term growth and profitability may be adversely affected. Even if we are able to implement some or all of the initiatives of our business plan successfully, our operating results may not improve to the extent we anticipate, or at all.

 

Implementation of our business strategy could also be affected by a number of factors beyond our control, such as increased competition, legal developments, government regulation, general economic conditions or increased operating costs or expenses. In addition, to the extent we have misjudged the nature and extent of industry trends or our competition, we may have difficulty in achieving our strategic objectives. Any failure to implement our business strategy successfully may adversely affect our business, financial condition and results of operations and thus our ability to service our debt. In addition, we may decide to alter or discontinue certain aspects of our business strategy at any time.

 

Risks Related to the Carve-Out Business Which Will Be Conducted Post Business Combination

 

Except as otherwise specified in this risk factor section, references to “we,” “us,” or “our” shall refer to Super Apps.

 

Super Apps will be dependent upon its joint venture partner, MobilityOne, under a 10-year joint venture agreement covering the corporate governance and operating decisions by OneShop Retail. If Super App’s Joint Venture Agreement with MobilityOne terminates, the business of Super Apps and OneShop Retail including, in particular, the Carve-Out Business and Super Apps’ future payment processing business could be significantly harmed.

 

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On October 19, 2022, Super Apps entered into the Joint Venture Agreement with MobilityOne, which will become effective with the closing of the Business Combination. Pursuant to the Joint Venture Agreement, MobilityOne and Super Apps agreed on the corporate governance of OneShop Retail, the restrictions on the transfer of the shares of OneShop Retail and a carve-out from MobilityOne of certain electronic voucher businesses and customers to enable OneShop Retail to reach a business target of RM560,000,000 (approximately $125 million) in annual revenue for 2024 or any other period as agreed upon by the parties. The annual revenue of $125 million for 2024 is unconditionally guaranteed by MobilityOne in accordance with the terms of the Joint Venture Agreement. A copy of the Joint Venture Agreement is attached hereto as Exhibit 10.13.

 

In addition to agreeing to transfer the Carve-Out Business, Super Apps and OneShop Retail will rely on MobilityOne under the Joint Venture Agreement to provide the fintech, payment services, debit card services and other transaction services necessary for us to conduct and operate the Carve-Out Business. These agreements and corresponding regulations governing banks and financial institutions may give MobilityOne substantial discretion in approving certain aspects of our business practices, including our application and qualification procedures for customers and require us to comply with certain legal requirements. MobilityOne’s discretionary actions under these agreements could impose material limitations to, or have a material adverse effect on, our business, financial condition and results of operations.

 

If Super Apps’ relationship with MobilityOne is terminated, Super Apps would need to find another institution to provide those services, which could be difficult and expensive. While Super Apps intends to collaborate with other fintech and payment service providers that can also replace MobilityOne, Super Apps currently has not entered into agreements with any other such institution or third party that would be able to serve as a replacement for MobilityOne. Super Apps is a recently formed company with no operating history and therefore Super Apps will have no operations if the relationships with MobilityOne are terminated prior to the closing of the Business Combination. If Super Apps relationships with MobilityOne are terminated following the consummation of the Business Combination, after which time Super Apps would hold a 40% interest in OneShop Retail pursuant to the SSA, Super Apps would not be able to effectively service its deposit accounts, debit cards and other services which MobilityOne has agreed to provide pursuant to the Joint Venture Agreement. As a result, the termination of Super Apps’ relationship with MobilityOne would have a material adverse effect on Super Apps’ ability to operate the Carve-Out Business and its financial condition and results of operations. Furthermore, Super Apps’ financial results would be adversely affected if the costs associated with using MobilityOne’s services materially change or if any penalty or claim for damages is imposed as a result of Super Apps’ breach of its agreements with MobilityOne. If MobilityOne fails to perform its obligations under the Joint Venture Agreement, Super Apps’ business activities could be delayed, curtailed or terminated.

 

Super Apps and OneShop Retail will be dependent upon a new 10-year license agreement between MobilityOne and OneShop Retail to use software and technology to operate the electronic voucher business of the Carve-Out Business.

 

In connection with the closing of the Business Combination, OneShop Retail will enter into a software license agreement with MobilityOne to use the proprietary electronic payment solutions platform of MobilityOne to process payments received through several payment channels including internet banking, automated teller machines and e-commerce platforms (the “Software License Agreement”). Pursuant to the Software License Agreement, OneShop Retail will be granted a 10-year, non-exclusive, worldwide, non-transferrable, royalty-free license.

 

After the Business Combination, OneShop Retail will depend on MobilityOne’s technology to operate the electronic voucher business of the Carve-Out Business. MobilityOne will be a 40% equity owner in OneShop Retail and as a result conflicts of interest exist and may arise with respect to the Software License regarding the scope and applications of the technology licensed. If MobilityOne fails to perform its obligations under the Software License Agreement and we are not able to find substitute technology or platform to operate our business, we may not be able to successfully commercialize our payment process business activities, and our business activities could be delayed, curtailed or terminated.

 

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Super Apps’ inability to fund and maintain its Collaboration Agreement with MYISCO could adversely affect its business.

 

Super Apps is party to a Collaboration Agreement with MYISCO, a wholly-owned subsidiary of MyAngkasa Digital Services Sdn Bhd., which will take effect upon the closing of the Business Combination. Pursuant to the Collaboration Agreement, Super Apps and MYISCO will jointly offer financial products to MYISCO’s database of customers and former customers. Super Apps will serve as the “financing partner” and provide a minimum of $2 million to finance such financial products. OneShop Retail, on the other hand, will serve as an authorized bill payment collection and credit lending agency through which these financing products will be processed. OneShop Retail will operate its payment collection system through ANGKASA’s authorized dealers, merchants, and other distribution channels for the collection of payments, including cash payments, credit cards, debit cards and/or cheques. There can be no assurance Super Apps will realize the expected return and benefits from this relationship or that it will continue in the future. If successful, this relationship may be mutually beneficial and result in the continued growth in joint customers. OneShop Retail’s payment collection system through which ANGKASA’s authorized dealers, merchants, and other distribution channels will collect payments under the Collaboration Agreement relies on the Software License Agreement with MobilityOne and the other services that will be provided to OneShop Retail by MobilityOne pursuant to the Joint Venture Agreement. If MYISCO or MobilityOne fails to perform or if the relationship with Super Apps fails to continue as expected, Super Apps could suffer reduced revenue or other operational difficulties and Super App’s business, results of operations and financial condition could be materially adversely affected. For additional information, see “—Super Apps will be dependent upon its joint venture partner, MobilityOne, under a 10-year joint venture agreement covering the corporate governance and operating decisions by OneShop Retail. If Super App’s Joint Venture Agreement with MobilityOne terminates, the business of Super Apps and OneShop Retail including, in particular, the Carve-Out Business and Super Apps’ future payment processing business could be significantly harmed.

 

Cyberattacks and other security breaches or disruptions suffered by Super Apps, OneShop Retail or third parties upon which its relies could have a materially adverse effect on its business, harm its reputation and expose it to public scrutiny and liability.

 

After the Business Combination, Super Apps expects to collect, process, use and retain sensitive and confidential information regarding the customers and prospective customers of Super Apps and OneShop Retail, including data provided by and related to customers and their transactions, as well as other data of the counterparties to their payments in the normal course of business. We expect to have arrangements in place with certain third-party service providers that require us to share consumer information. Information security risks in the financial services industry continue to increase generally, in part because of new technologies, the use of the Internet and telecommunications technologies (including mobile devices) to conduct financial and other business transactions and the increased sophistication and activities of organized criminals, perpetrators of fraud, hackers, terrorists and other malicious third parties. In addition to cyberattacks and other security breaches involving the theft of sensitive and confidential information, hackers, terrorists, sophisticated nation-state and nation-state supported actors and other malicious third parties recently have engaged in attacks that are designed to disrupt key business services, such as consumer-facing websites.

 

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These cybersecurity challenges, including threats to the IT infrastructure to be used by Super Apps and OneShop Retail or those of their prospective customers or third-party providers, may take a variety of forms ranging from stolen bank accounts, business email compromise, user fraud, account takeover, check fraud or cybersecurity attacks, such as ransomware, unauthorized encryption, denial-of-service attacks, social engineering, unauthorized access, spam or other attacks, to mega breaches targeted against cloud-based services and other hosted software, which could be initiated by individual or groups of hackers or sophisticated cyber criminals. A cybersecurity incident or breach could result in disclosure of confidential information and intellectual property, or cause service interruptions and compromised data. We may be unable to anticipate or prevent techniques used in the future to obtain unauthorized access or to sabotage systems because they change frequently and often are not detected until after an incident has occurred. We expect to have administrative, technical, and physical security measures in place, and we expect to have policies and procedures in place to contractually require service providers to whom we disclose data to implement and maintain reasonable privacy and security measures. Despite our security measures, and those of our third-party vendors, our information technology and infrastructure may be subject or vulnerable in the future to breaches or attacks. If our own confidential business information were improperly disclosed, our business could be materially and adversely affected. A core aspect of our business after the Business Combination will be the reliability and security of our platform. Any perceived or actual breach of security, regardless of how it occurs or the extent of the breach, could have a significant impact on our reputation as a trusted brand, cause us to lose existing partners or customers of the Carve-Out Business, prevent us from obtaining new partners and customers, require us to expend significant funds to remedy problems caused by breaches and implement measures to prevent further breaches, and expose us to legal risk and potential liability including from governmental or regulatory investigations, class action litigation and other lawsuits. If sensitive information is lost or improperly disclosed through a data breach or otherwise or threatened to be disclosed, we could experience a loss of confidence by our partners and customers in the security of our systems, products and services and prevent us from obtaining new partners and customers, and we could incur significant costs to remedy problems caused by breaches and implement measures to prevent further breaches, and expose us to legal risk and potential liability and penalties, including from governmental or regulatory investigations, class action litigation and other lawsuits, all of which could adversely affect our reputation and our operating results. Any actual or perceived security breach at a company providing services to us or our customers could have similar effects.

 

Most jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities and others of security breaches involving certain types of data. In addition, we expect to have agreements with certain partners and service providers which may require us to notify them in the event of a security breach. Such mandatory disclosures are costly, could lead to negative publicity, may cause our customers to lose confidence in the effectiveness of our security measures and require us to expend significant capital and other resources to respond to and/or alleviate problems caused by the actual or perceived security breach. A security breach of any of our vendors that processes personally identifiable information of our customers may pose similar risks.

 

If our banking partner or other strategic partners were to conclude that our systems and procedures are insufficiently rigorous, they could terminate their relationships with us, and our financial results and business could be adversely affected. Super Apps and OneShop Retail may also be liable for losses if the terms of service and our contracts with strategic partners, were to require us to bear liability for losses and related expenses incurred by such partners in the event of a breach of non-public personal information of our customers that we store.

 

While we expect to maintain cybersecurity insurance, our insurance may be insufficient or may not cover all liabilities incurred by such attacks. We also cannot be certain that our insurance coverage will be adequate for data handling or data security liabilities actually incurred, that insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, including our financial condition, operating results, and reputation.

 

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If after the Business Combination Super Apps is unable to keep pace with the rapid technological developments in its industry and the larger financial services industry necessary to continue providing its customers with new and innovative products and services, the use of its platform and other products and services could decline.

 

The financial services industry is subject to rapid and significant technological changes. Super Apps cannot predict the effect of technological changes on its prospective business. We expect that new services and technologies applicable to our industry will continue to emerge, and these new services and technologies may be superior to, or render obsolete, the technologies we currently utilize in our products and services. Our future success will depend, in part, on our ability to develop new technologies and adapt to technological changes and evolving industry standards. These initiatives are inherently risky, and they may not be successful or may have an adverse effect on our business, financial condition and results of operations. Additionally, we may make future investments in, or enter into strategic partnerships to develop new technologies and services or to implement infrastructure to further our strategic objectives, strengthen our existing businesses and remain competitive. However, our ability to transition to new services and technologies that we develop may be inhibited by a lack of industry-wide standards, changes to the regulatory landscape, resistance by consumers to these changes, or by the intellectual property rights of third parties.

 

After the Business Combination, if the prices we charge for our products and services are unacceptable to our customers, our operating results will be harmed.

 

After the Business Combination, Super Apps expects to generate revenue from the Carve-Out Business as well as any other new products and services offered directly by Super Apps or through OneShop Retail. As the market for our products and services matures, or as new or existing competitors introduce new products or services that compete with ours, we may experience pricing pressure and be unable to retain current customers and attract new customers at prices that are consistent with our pricing model and operating budget. Our pricing strategy for new products and services we introduce may prove to be unappealing to our customers, and our competitors could choose to bundle certain products and services competitive with ours. If this were to occur, it is possible that we would have to change our pricing strategies or reduce our prices, which could harm our revenue, operating results and profit margins. Any decrease in the demand for our services for the reasons discussed above or other reasons could have a material adverse effect on our growth and revenue.

 

We may not be able to scale our business quickly enough to meet our customers growing needs, and if we are not able to grow efficiently, our operating results could be harmed.

 

As usage of our platform grows and we sign additional strategic partners, we will need to devote additional resources to improving and maintaining our infrastructure and computer network and integrating with third-party applications to maintain the performance of our platform. In addition, we will need to appropriately scale our internal business systems and our services organization, including customer support, risk and compliance operations, and professional services, to serve our growing customer’s base.

 

Any failure of or delay in these efforts could result in service interruptions, impaired system performance, and reduced customer satisfaction, which could hurt our revenue growth. If sustained or repeated, performance issues could reduce the attractiveness of our platform to customers and could result in lost customer opportunities, which could hurt our revenue growth, customer loyalty, and our reputation. Even if we are successful in these efforts to scale our business, they will be expensive and complex, and require the dedication of significant management time and attention. We could also face inefficiencies or service disruptions as a result of our efforts to scale our internal infrastructure. We cannot be sure that the expansion and improvements to our internal infrastructure will be effectively implemented on a timely basis, if at all, and such failures could adversely affect our business, operating results, and financial condition.

 

If Super Apps or OneShop Retail are unable to acquire new customers and retain our current Carve-Out Business customers or sell additional functionality and services to them, our revenue will be adversely affected.

 

To increase the revenues of the Carve-Out Business, in addition to acquiring new customers, we must continue to retain existing customers and convince them to expand their use of our expected platform by increasing the number of customers and incentivizing them to pay for additional functionality. Our ability to retain our customers and increase their usage could be impaired for a variety of reasons, including customer reaction to changes in the pricing of our products or the other risks described in this prospectus. As a result, we may be unable to retain existing customers or increase the usage of our platform by them, which would have an adverse effect on our business, revenue, gross margins, and other operating results, and accordingly, on the trading price of our ordinary shares.

 

Our ability to sell additional functionality to existing customers of the Carve-Out Business may require more sophisticated and costly sales efforts. Similarly, the rate at which our customers purchase additional products from us depends on several factors, including general economic conditions and the pricing of additional product functionality. If our efforts to sell additional functionality to our customers are not successful, our business and growth prospects would suffer.

 

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Customer subscriptions of the Carve-Out Business are expected to be open-ended arrangements that can be terminated by the customer without penalty at any time. For us to maintain or improve the operating results of the Carve-Out Business, it is important that the Carve-Out Business customers continue to maintain their subscriptions on the same or more favorable terms. We cannot accurately predict renewal or expansion rates given the diversity of our customer base in terms of size, industry, and geography. Our renewal and expansion rates may decline or fluctuate as a result of several factors, including customer spending levels, customer satisfaction with our platform, decreases in the number of customers, pricing changes, competitive conditions, the acquisition of our customers by other companies, and general economic conditions. If the Carve-Out Business customers do not renew their subscriptions, or if they reduce their usage of our platform, our revenue and other operating results will decline and our business will be adversely affected. If our renewal or expansion rates fall significantly below the expectations of the public market, securities analysts, or investors, the trading price of our ordinary shares would likely decline.

 

Our expected post Business Combination results could be adversely affected by continued economic uncertainty, an economic slowdown or a recession.

 

The electronic payments industry depends heavily on the overall level of consumer, commercial and government spending. Super Apps and OneShop Retail are exposed to general economic conditions that affect consumer confidence, consumer spending, consumer discretionary income and changes in consumer purchasing habits. Periods of a slowing economy or recession, or periods of economic uncertainty, have historically been accompanied by a decrease in consumer spending and have negatively impacted our business. Increases in interest rates could adversely affect our post Business Combination financial performance by reducing the aggregate dollar volume of transactions made using electronic payments. If our anticipated merchants make fewer sales of their products and services using electronic payments, or consumers spend less money through electronic payments, we will have fewer transactions to process at lower dollar amounts, resulting in lower revenue.

 

In addition, sustained deterioration in general economic conditions or a weakening in the economy could force merchants to close at higher than historical rates, resulting in exposure to potential losses and a decline in the number of transactions that we process. Furthermore, our ability to generate revenues in specific markets is directly affected by local and regional conditions, and unfavorable regional economic or political conditions, such as those resulting from Russia’s invasion of Ukraine. The war in Ukraine has given rise to potential global security issues that may adversely affect international business and economic conditions as well as economic sanctions imposed by the international community that have impacted the global economy. Certain of our customers may be negatively impacted by these events.

 

A severe or prolonged economic downturn, including a recession or depression, could impact our business, including our revenues and our ability to raise additional capital when needed on favorable terms or at all. We cannot anticipate the impact of the current economic environment on our business and any of the foregoing could materially harm our business. Nevertheless, if economic conditions worsen or a recession occurs, our business, operations and financial results could be materially adversely affected.

 

If we fail to offer high-quality customer support, or if our support is more expensive than anticipated, our business and reputation could suffer.

 

Our customers rely on our customer support services to resolve issues and realize the full benefits provided by our platform. High-quality support is also important for the renewal and expansion of our subscriptions with existing customers. We expect to primarily provide customer support over chat and email. If we do not help our customers quickly resolve issues and provide effective ongoing support, or if our support personnel or methods of providing support are insufficient to meet the needs of our customers, our ability to retain customers, increase adoption by our existing customers and acquire new customers could suffer, and our reputation with existing or potential customers could be harmed. If we are not able to meet the customer support needs of our customers by chat and email during the hours that we currently provide support, we may need to increase our support coverage and provide additional phone-based support, which may reduce our profitability.

 

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We intend to offer a number of free products and services to drive awareness, usage and adoption of all our products and services. If these marketing strategies are unsuccessful, our ability to grow our revenue will be adversely affected.

 

To encourage awareness, usage, familiarity and adoption of our platform, products and services, we intend to offer a number of free products and services. These strategies may not be successful in leading users to become paid customers, use our revenue generating products or services, or contribute voluntary tips. To the extent that we are unable to generate revenue from new memberships or the use of our products and services, we will not realize the intended benefits of these marketing strategies and our ability to grow our revenue will be adversely affected.

 

MobilityOne’s recent growth, including growth in its volume of payments, may not be indicative of Super Apps future growth, and if we continue to grow rapidly, we may not be able to manage our growth effectively. MobilityOne’s rapid growth also makes it difficult to evaluate Super Apps future prospects and may increase the risk that we will not be successful.

 

After the Business Combination and until such time as Super Apps derives revenue from sources outside of OneShop Retail, Super Apps’s operating revenues will be from its 60% equity interest in OneShop Retail. MobilityOne’s revenues have increased from $296.8 million in 2020 to $325.4 million in 2021 and RM1,268,850,723 ($288.3 million) in 2022. Based upon guarantees from MobilityOne, the Carve-Out Business revenues will result in OneShop Retail having at least RM560,000,000 (approximately $125 million) in 2023 or such other additional periods as the parties may mutually determine. The annual revenue of $125 million for 2024 is unconditionally guaranteed by MobilityOne in accordance with the terms of the Joint Venture Agreement.

 

Although MobilityOne has recently experienced significant growth in its revenue and transaction volume, even if Super App’s and OneShop Retail’s revenue continues to increase, the expected the growth rate could decline in the future as a result of a variety of factors, including the increasing scale of our business. Overall growth of Super App’s and OneShop Retail’s revenue will depend on a number of factors, including Super App’s and OneShop Retail’s ability to:

 

price our products and services effectively to attract new customers;

 

Create new products and expand the functionality and scope of the products we offer on our platform;

 

maintain the rates at which customers subscribe to and continue to use our platform;

 

provide our customers with high-quality support that meets their needs;

 

introduce our products to new markets;

 

successfully identify and acquire or invest in businesses, products or technologies that we believe could complement or expand our platform;

 

increase awareness of our brand and successfully compete with other companies; and

 

manage the risks related to the effects of the COVID-19 pandemic on our business and operations.

 

We may not successfully accomplish any of these objectives, which makes it difficult for us to forecast our future operating results. If the assumptions that we use to plan our business are incorrect or change in reaction to changes in our market, or if we are unable to maintain consistent revenue or revenue growth, it may be difficult to achieve and maintain profitability. You should not rely on our revenue from any prior quarterly or annual periods as any indication of our future revenue or revenue or payment growth.

 

In addition, we expect to continue to expand substantial financial and other resources on:

 

product development, including investments in our product development team and the development of new products and new functionality for our platform;

 

sales, marketing and customer success;

 

technology infrastructure, including systems architecture, scalability, availability, performance and security;

 

acquisitions and/or strategic investments;

 

regulatory compliance and risk management; and

 

general administration, including increased legal and accounting expenses associated with being a public company.

 

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These investments may not result in increased revenue growth in our business. If we are unable to increase our revenue at a rate sufficient to offset the expected increase in our costs, or if we encounter difficulties in managing a growing volume of payments, our business, financial position and operating results will be adversely affected, and we may not be able to achieve or maintain profitability over the long term.

 

Our operating results may fluctuate in the future.

 

Our quarterly and annual results of operations may fluctuate in the future, which may adversely affect our stock price. Fluctuations in our quarterly or annual results of operations might result from a number of factors, many of which are outside of our control, including, but not limited to:

 

the election by our customers of expedited processing of our non-recourse cash advance product;

 

the timing and volume of tips our customers send to us;

 

the timing and volume of advance repayments;

 

the timing and volume of subscriptions and use of our products and services;

 

the timing and success of new product or service introductions by us or our competitors;

 

fluctuations in customer retention rates;

 

changes in the mix of products and services that we provide to our customers;

 

the timing of commencement of new product development and initiatives, the timing of costs of existing product roll-outs and the length of time we must invest in those new products before they generate material operating revenues;

 

our ability to effectively sell our products through direct-to-consumer initiatives;

 

changes in our or our competitors pricing policies or sales terms;

 

costs associated with significant changes in our risk policies and controls;

 

the amount and timing of costs related to fraud losses;

 

the amount and timing of commencement and termination of major advertising campaigns, including partnerships and sponsorships; disruptions in the performance of our products and services, and the associated financial impact thereof;

 

the amount and timing of costs of any major litigation to which we are a party;

 

the amount and timing of costs related to the acquisition of complementary businesses;

 

the amount and timing of capital expenditures and operating costs related to the maintenance and expansion of our business; changes in our executive leadership team;

 

our ability to control costs, including third-party service provider costs and sales and marketing expenses in an increasingly competitive market; and

 

changes in the political or regulatory environment affecting the banking or financial technology service industries.

 

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Increases in card network fees and other changes to fee arrangements may result in the loss of merchants or a reduction in the earnings of the Carve-Out Business and anticipated earnings.

 

From time to time, card networks, including Mastercard, increase the fees that they charge merchant service providers. At their sole discretion, the sponsoring banks of the Carve-Out Business have the right to pass any increases in interchange fees on to us. These sponsoring banks may seek to increase the sponsorship fees they charge us, all of which are based upon the dollar amount of the payment transactions we process. In addition, the back-end payment processors of the Carve-Out Business may seek to increase the fees they charge us, which are also based upon the floor amount of the payment transactions we process as well as the number of merchants we support. We could attempt to pass these increases along to our merchants, but this strategy might result in the loss of merchants to our competitors who do not pass along the increases. If competitive practices prevent us from passing along the higher fees to our merchants in the future, we may have to absorb all or a portion of such increases, which may increase our operating costs and reduce our earnings. In addition, in certain of our markets, card issuers pay merchant acquirers fees based on debit card usage in an effort to encourage debit card use. If this practice were discontinued, our revenue and margins in jurisdictions where we receive these fees would be adversely affected.

 

Fraudulent and other illegal activity involving our products and services could lead to reputational damage to us, reduce the use of our platform and services and may adversely affect our financial position and results of operations.

 

Criminals are using increasingly sophisticated methods to engage in illegal activities using deposit account products or customer information. Illegal activities involving products and services like ours often include malicious social engineering schemes. Illegal activities may also include fraudulent payment or refund schemes and identity theft. In operating the Carve-Out Business, we rely upon third parties for transaction processing services, which subjects us and our customers to risks related to the vulnerabilities of those third parties. A single significant incident of fraud, or increases in the overall level of fraud, involving our products and services, have in the past and could in the future, result in reputational damage to us. Such damage could reduce the use and acceptance of our products and services, cause our banking and strategic partners to cease doing business with us, or lead to greater regulation that would increase our compliance costs. Fraudulent activity could also result in the imposition of regulatory sanctions, including significant monetary fines, which could adversely affect our business, results of operations and financial condition.

 

In operating the Carve-Out Business, we are exposed to losses from the MobilityOne’s banking customer accounts.

 

Fraudulent activity involving customer accounts of the Carve-Out Business may lead to customer disputed transactions, for which we may be liable under banking regulations and payment network rules. Our fraud detection and risk control mechanisms may not prevent all fraudulent or illegal activity. To the extent we incur losses from disputed transactions, our business, results of operations and financial condition could be materially and adversely affected. Additionally, if our customers incur charges in excess of the funds available in their accounts, we may become liable for these overdrafts. While we intend to decline authorization attempts for amounts that exceed the available balance in a customer’s account, the application of payment network rules and the timing of the settlement of transactions, among other things, can result in overdrawn accounts.

 

We expect our remaining exposure arises primarily from late-posting. A late-post occurs when a merchant posts a transaction within a payment network permitted timeframe, but subsequent to our release of the authorization for that transaction, as permitted by payment network rules. Under payment network rules, we may be liable for the transaction amount even if the customer has made additional purchases in the intervening period and funds are no longer available in the customer’s account at the time the transaction is posted.

 

In operating the Carve-Out Business, we expect to transfer funds to our customers daily, which in the aggregate comprise substantial sums, and are subject to the risk of errors, which could result in financial losses, damage to our reputation, or loss of trust in our brand, which would harm our business and financial results.

 

We expect the Carve-Out Business to be subject to the risk of financial losses as a result of operational errors, software defects, service disruption, employee misconduct, security breaches, or other similar actions or errors on our platform. In operating the Carve-Out Business, we expect that software errors in our platform and operational errors by our employees may also expose us to losses.

 

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Moreover, we believe that trustworthiness and reputation will be fundamental to the Carve-Out Business. The occurrence of any operational errors, software defects, service disruption, employee misconduct, security breaches, or other similar actions or errors on our platform could result in financial losses to the Carve-Out Business and our customers, loss of trust, damage to our reputation, or termination of our agreements with strategic partners and accountants, each of which could result in:

 

loss of customers;
   
lost or delayed market acceptance and sales of our products and services;
   
legal claims against us;
   
regulatory enforcement action; or
   
diversion of our resources, including through increased service expenses or financial concessions, and increased insurance costs.

 

Although we expect to maintain insurance to cover losses resulting from our errors and omissions, there can be no assurance that such insurance will cover all losses or that such coverage will be sufficient to cover our losses. If we suffer significant losses or reputational harm as a result, our business, operating results, and financial condition could be adversely affected.

 

We expect to depend upon several third-party service providers for processing our transactions and provide other important services for the Carve-Out Business and any future business. If any of our agreements with our processing providers are terminated or if we experience any interruption or delay in the services provided by our third-party service providers, delivery of our products and services could be impaired or suspended and our business could suffer.

 

Our Carve-Out Business involves processing of large numbers of transactions and management of the data necessary to do so. Our success will depend upon the efficient and error-free handling of the money that is collected, remitted or deposited in connection with the provision of our products and services. As operators of the Carve-Out Business, we expect to rely on the ability of our vendors and third-parties to process and facilitate these transactions, including ACH processing (as we are not a bank), and debit card payment processing, in an efficient, uninterrupted and error-free manner. We also expect to rely on third-party service providers to perform various functions relating to our business, including software development, marketing, operational functions, fraud detection, cloud infrastructure services, information technology, data analysis, and, because we are not a bank and cannot belong or directly access the ACH payment network, ACH processing, and debit card payment processing.

 

While we expect to oversee these service providers to ensure they provide services in accordance with our agreements and regulatory requirements, we do not have control over the operations of any of the third-party service providers that we utilize. In the event that a third-party service provider for any reason fails to perform such functions, including negligence, willful misconduct or fraud, fire, natural disaster, power loss, telecommunication failures, software and hardware defects, terrorist attacks and similar events, our ability to process payments and perform other operational functions for which we currently rely on such third-party service providers will suffer and our business, cash flows and future prospects may be negatively impacted.

 

We intend to use both internally developed and third-party systems, including cloud computing and storage systems, for our services and certain aspects of transaction processing. Any damage to, or failure of, third party computer network systems or data canter’s generally, or those of our vendors (including as a result of disruptions at our third-party data center hosting facilities and cloud providers), or an improper action by our employees, agents or third party vendors, could result in interruptions in our services, causing customers and other partners to become dissatisfied with our products and services or obligate us to issue refunds or pay fines or other penalties to them. Sustained or repeated system failures could reduce the attractiveness of our products and services, and result in customer attrition, thereby reducing operating revenue and harming our results of operations. Further, negative publicity arising from these types of disruptions could be damaging to our reputation and may adversely impact use of our products and services, including our platform, and adversely affect our ability to attract new customers and business partners.

 

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If we fail to adequately protect our proprietary rights, our competitive position could be impaired and we may lose valuable assets, generate less revenue and incur costly litigation to protect our rights.

 

Our success will be dependent, in part, upon protecting our proprietary technology and rights. We expect to rely on a combination of copyrights, trademarks, trade secret laws, and contractual provisions to establish and protect our proprietary rights. However, the steps we take to protect our intellectual property may be inadequate. Any of our trademarks or other intellectual property rights may be challenged or circumvented by others or invalidated through administrative process or litigation. Furthermore, legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights are uncertain.

 

Despite our precautions, it may be possible for unauthorized third parties to copy our products and use information that we regard as proprietary to create products and services that compete with ours. Others, including our competitors, may independently develop similar technology, duplicate our services or design around our intellectual property and, in such cases, we could not assert our intellectual property rights against such parties. Further, our contractual arrangements may not effectively prevent disclosure of our confidential information or provide an adequate remedy in the event of unauthorized disclosure of our confidential information. We may have to litigate to enforce or determine the scope and enforceability of our intellectual property rights and knowhow, which is expensive, could cause a diversion of resources and may not prove successful.

 

We may also be subject to costly litigation if our services and technology are alleged to infringe upon or otherwise violate a third party’s proprietary right. Third parties may have, or may eventually be issued, patents that could be infringed by our products, services, or technology. Any of these third parties could make a claim of infringement against us with respect to our products, services, or technology. We may also be subject to claims by third parties for patent, copyright or trademark infringement, breach of license or violation of other third-party intellectual property rights. Any claim from third parties may result in a limitation on our ability to use the intellectual property subject to these claims. Even if we believe that intellectual property related claims are without merit, defending against such claims is time consuming and expensive and could result in the diversion of the time and attention of our management and employees. Claims of intellectual property infringement or violation also might require us to redesign affected products or services, enter into costly settlement or license agreements, pay costly damage awards, or face a temporary or permanent injunction prohibiting us from marketing or selling certain of our products or services. Even if we have an agreement for indemnification against such costs, the indemnifying party, if any in such circumstances, may be unable to uphold its contractual obligations. The loss of intellectual property protection or the inability to license or otherwise use third-party intellectual property could harm our business and ability to compete.

 

No assurance can be given that the contractual agreements we enter into to establish and protect our proprietary rights will be effective in controlling access to and distribution of our products and proprietary information. Further, these agreements do not prevent our competitors or partners from independently developing technologies that are substantially equivalent or superior to our platform.

 

Unauthorized disclosure of merchant or cardholder data, whether through breach of our computer systems, computer viruses, or otherwise, could expose us to liability, protracted and costly litigation and damage our reputation.

 

We are responsible for data security for ourselves and for third parties with whom we partner and under the rules and regulations established by the payment networks, such as MasterCard, and debit card networks and by industry regulations and standards. These third parties include merchants, our distribution partners and other third-party service providers and agents. We and other third parties may collect, process, store and/or transmit sensitive data, such as names, addresses, social security numbers, credit or debit card numbers and expiration dates, driver’s license numbers and bank account numbers. We will have ultimate liability to the payment networks and our bank that sponsors our registration with MasterCard for our failure or the failure of third parties with whom we contract to protect this data in accordance with Payment Card Industry Data Security Standards (“PCI DSS”) and network requirements. The loss, destruction or unauthorized modification of merchant or cardholder data by us or our contracted third parties could result in significant fines, sanctions and proceedings or actions against us by the payment networks, card issuing banks, governmental entities, consumers or others.

 

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Threats may derive from human error, fraud, or malice on the part of employees or third parties, or from accidental technological failure. For example, certain of our employees have access to sensitive data that could be used to commit identity theft or fraud. Concerns about security increase when we transmit information electronically because such transmissions can be subject to attack, interception, or loss. Also, computer viruses can be distributed and spread rapidly over the Internet and could infiltrate our systems or those of our contracted third parties. Denial of service or other attacks could be launched against us for a variety of purposes, including interfering with our services or to create a diversion for other malicious activities. These types of actions and attacks and others could disrupt our delivery of services or make them unavailable. Any such actions or attacks against us or our contracted third parties could impugn our reputation, force us to incur significant expenses in remediating the resulting impacts, expose us to uninsured liability, result in the loss of our bank sponsors or our ability to participate in the payment networks, subject us to lawsuits, fines or sanctions, distract our management or increase our costs of doing business.

 

We and our contracted third parties could be subject to security breaches by hackers. Our encryption of data and other protective measures may not prevent unauthorized access to or use of sensitive data. A breach of a system may subject us to material losses or liability, including payment network fines, assessments and claims for unauthorized purchases with misappropriated credit, debit or card information, impersonation, or other similar fraud claims. A misuse of such data or a cybersecurity breach could harm our reputation and deter merchants from using electronic payments generally and our services specifically, thus reducing our revenue. In addition, any such misuse or breach could cause us to incur costs to correct the breaches or failures, expose us to uninsured liability, increase our risk of regulatory scrutiny, subject us to lawsuits, and result in the imposition of material penalties and fines under state and federal laws or by the payment networks. While we expect to maintain insurance coverage that may, subject to policy terms and conditions, cover certain aspects of cyber risks, our insurance coverage may be insufficient to cover all losses. In addition, a significant cybersecurity breach of our systems or communications could result in payment networks prohibiting us from processing transactions on their networks or the loss of our bank sponsors that facilitate our participation in the payment networks, either of which could materially impede our ability to conduct business.

 

Although we expect to generally require our agreements with distribution partners or our service providers which may have access to merchant or cardholder data to include confidentiality obligations that restrict these parties from using or disclosing any merchant or cardholder data except as necessary to perform their services under the applicable agreements, we cannot guarantee that these contractual measures will prevent the unauthorized use, modification, destruction or disclosure of data or allow us to seek reimbursement from the contracted party. In addition, many of our merchants are expected to be middle market businesses that may have limited competency regarding data security and handling requirements and thus may experience data breaches. Any unauthorized use, modification, destruction, or disclosure of data could result in protracted and costly litigation, and our incurring significant losses.

 

In addition, we anticipate entering into agreements with bank sponsors and third-party payment processors (as well as payment network requirements) that may require us to take certain protective measures to ensure the confidentiality of merchant and consumer data. Any failure to adequately comply with these protective measures could result in fees, penalties, litigation, or termination of our bank sponsor agreements.

 

Any significant unauthorized disclosure of sensitive data entrusted to us would cause significant damage to our reputation, and impair our ability to attract new distribution partners, and may cause parties with whom we already have such agreements to terminate them.

 

Real or perceived software errors, failures, bugs, defects, or outages could adversely affect our business, results of operations, financial condition, and future prospects.

 

Our anticipated platform and internal systems will rely on software that is highly technical and complex. In addition, our anticipated platform and internal systems will depend on the ability of such software to store, retrieve, process, and manage immense amounts of data. As a result, undetected errors, failures, bugs, or defects may be present in such software or occur in the future in such software, including open-source software and other software we license in from third parties, especially when updates or new products or services are released.

 

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Any real or perceived errors, failures, bugs, or defects in the software may not be found until our consumers use our platform and could result in outages or degraded quality of service on our platform that could adversely impact our business, as well as negative publicity, loss of or delay in market acceptance of our products and services, and harm to our brand or weakening of our competitive position. In such an event, we may be required, or may choose, to expend significant additional resources in order to correct the problem. Any real or perceived errors, failures, bugs, or defects in the software we rely on could also subject us to liability claims, impair our ability to attract new consumers, retain existing consumers, or expand their use of our products and services, which would adversely affect our business, results of operations, financial condition, and future prospects.

 

Negative publicity about us or our industry could adversely affect our business, results of operations, financial condition, and future prospects.

 

Negative publicity about us or our industry, including the transparency, fairness, customer experience, quality, and reliability of our platform or consumer fintech platforms in general, effectiveness of our risk models, our ability to effectively manage and resolve complaints, our privacy and security practices, litigation, regulatory activity, misconduct by our employees, funding sources, bank partners, service providers, or others in our industry, the experience of consumers with our platform or services, even if inaccurate, could adversely affect our reputation and the confidence in, and the use of, our platform, which could harm our reputation and cause disruptions to our platform. Any such reputational harm could further affect the behavior of consumers, including their willingness to obtain advances, deposit accounts, and other products and services facilitated through our platform.

 

A number of factors could adversely affect customer confidence in our brands, many of which are beyond our control, and could have an adverse impact on us. These factors include but are not limited to:

 

  any significant interruption to our systems and operations;
     
  any regulatory action or investigation against us;
     
  measures taken to combat risks of fraud and breaches of privacy and security, such as freezing consumer funds;
     
  customer complaints about our customer service and our ability to handle customer complaints effectively;
     
  our ability to manage and train our customer service representatives properly;
     
  any breach of our security system or any compromises of consumer data; and
     
 

any regulatory action or investigation against us.

 

Furthermore, negative publicity surrounding any assertion that we or any associated merchants are implicated in fraudulent transactions, irrespective of the accuracy of such publicity or its connection with our current operations or business, could harm our reputation. Any event that damages our brands and reputation among consumers as a reliable payment services provider could have a material adverse effect on our business, financial condition and results of operations.

 

We expect to use open-source software in our products, which could subject us to litigation or other actions.

 

We expect to use open-source software in some of our products. From time to time, there have been claims challenging the ownership of open-source software against companies that incorporate it into their products. As a result, we could be subject to lawsuits by parties claiming ownership of what we believe to be open-source software. Litigation could be costly for us to defend, have a negative effect on our operating results and financial condition, or require us to devote additional research and development resources to change our products. In addition, if we were to combine our proprietary software products with open-source software in a certain manner under certain open-source licenses, we could be required to release the source code of our proprietary software products. If we inappropriately use or incorporate open-source software subject to certain types of open-source licenses that challenge the proprietary nature of our products, we may be required to re-engineer such products, discontinue the sale of such products, or take other remedial actions.

 

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We may experience breakdowns in our information technology systems or software defects, computer viruses and development delays that could damage customer relations and expose us to liability.

 

We expect to depend heavily on the stable operation of our information technology systems including software, processing systems, data centers and telecommunications networks, as well as systems provided by third parties. In addition, our business will depend on the performance and reliability of our servers and terminals. A system outage or data loss could have a material adverse effect on our business, financial condition and results of operations. Not only would we suffer damage to our reputation and potential loss of business in the event of a system outage or data loss, but we may also be liable to third parties. Defects in our software systems and errors or delays in our processing of electronic transactions could result in one or more of the following:

 

  additional development costs;
     
  diversion of technical and other resources from our other development efforts;
     
  loss of credibility with current or potential customers;
     
  harm to our reputation and brands;
     
  exposure to liability claims; and
     
  regulatory action or investigation.

 

In addition, we expect to rely on technologies supplied to us by third parties that may also contain undetected errors, viruses or defects. To successfully operate our business, we must be able to protect our systems and software from disruption, including from events that may be beyond our control. Events that could cause disruptions include, but are not limited to, upgrading of our information technology systems, installation difficulties or delays, fire, natural disaster, unauthorized entry, power loss, telecommunications failure, software defects, computer viruses, terrorist acts and war. We expect to perform the vast majority of disaster recovery operations ourselves, though we utilize select third parties for some aspects of recovery, particularly internationally. To the extent we outsource our disaster recovery, we are at risk of the relevant service provider’s unresponsiveness or failure to respond appropriately in the event of breakdowns in our systems. Furthermore, we may not have insurance policies, or our insurance policies may not be adequate, to compensate us for all losses or failures that may occur.

 

The growth of our business will be largely dependent on our distribution network.

 

Our ability to successfully grow our business internationally will depend to a significant extent on us successfully developing and maintaining relationships with local distribution partners in the localities and countries where we will operate. If we are unable to maintain and increase the penetration of our distribution network in existing markets, and develop distribution networks in new markets, our products and services may become less attractive to consumers and in turn, to both global and local content providers. We intend to expand our distribution network partly through acquisitions and partnerships in new markets. There can be no assurance that we will succeed in expanding our distribution network to new markets, or that our earnings in such markets will offset the cost of acquisition. In cases where our strategy involves organically growing into a new market by establishing a presence in the market and signing up distribution partners directly, there can be no assurance that we will succeed in expanding our distribution network rapidly or at all. Any of the foregoing could adversely impact our business, financial condition and results of operations.

 

If we lose key personnel, if their reputations are damaged, or if we are unable to attract and retain executives and employees, we need to support our operations and growth, our business may be harmed.

 

Our success and future growth will depend upon the services of our management team and other key employees who are critical to our overall management, as well as the continued development of our products, strategic partnerships, our culture and our strategic direction. Our business may also be adversely affected by the departure of customers of our senior management team who have, over the years, developed long standing and favorable relationships with our anticipated bank sponsor and key payment processing and technology service providers. We currently do not have key person insurance on any of our employees. The loss of one or more of our senior management team customers or other key employees could disrupt or harm our business, and we may not be able to find adequate replacements. We cannot ensure that we will be able to retain the services of any customers of our senior management or other key employees or that we would be able to timely replace customers of our senior management or other key employees should any of them depart.

 

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Failure to attract and retain qualified personnel could jeopardize our competitive position.

 

We expect our business to function at the intersection of rapidly changing technological, social, economic and regulatory developments that require a wide-ranging set of expertise and intellectual capital. In order for us to compete and grow successfully, we must attract, recruit, retain and develop the necessary personnel who can provide the needed expertise across the entire spectrum of our intellectual capital needs. This is particularly true with respect to qualified and experienced software engineers and IT staff, who are highly sought after and are not in sufficient supply in Malaysia and in most other markets in which we operate. The market for such personnel is highly competitive, and we may not succeed in recruiting additional personnel or may fail to replace current personnel who depart with qualified or effective successors. It may also be difficult for us to obtain necessary qualified personnel with local experience to support our international growth, which may jeopardize our ongoing and planned expansion. Our efforts to retain and develop personnel may result in significant additional expenses, which could adversely affect our profitability. Failure to retain or attract key personnel could have a material adverse effect on our business, financial condition and results of operations.

 

If we cannot maintain our company culture as we grow, our success and our business may be harmed.

 

We believe our culture will be a key contributor to our success and that the nature of the platform that we will provide will promote a sense of greater purpose and fulfilment in our employees. Any failure to preserve our culture could negatively affect our ability to retain and recruit personnel, which is critical to our growth, and to effectively focus on and pursue our corporate objectives. As we grow and develop the infrastructure of a public company, we may find it difficult to maintain these important aspects of our culture. If we fail to maintain our company culture, our business and competitive position may be adversely affected.

 

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We expect to face significant competition in the markets in which we operate, and we may fail to successfully compete against current or future competitors.

 

The market for e-vouchers and payment processing services is highly competitive and has relatively low barriers to entry. Other providers of e-vouchers and payment processing services have established a sizable market share in the merchant acquiring sector and service more clients than we do. Our growth will depend, in part, on a combination of the continued growth of the electronic payment market and our ability to increase our market share through technological advancement.

 

The payment and software solutions of the Carve-Out Business and our proposed post Business Combination business may compete against many forms of financial services and payment systems, including electronic, mobile and integrated payment platforms as well as cash and checks. We expect to compete against companies and financial institutions across the retail banking, financial services, consumer technology and financial technology services industries, as well as other nonbank lenders serving credit-challenged consumers, including online marketplace lenders, check cashers, point-of-sale lenders and payday lenders. We may compete with others in the market who may in the future provide offerings similar to ours, particularly companies who may provide money management, lending and other services though a platform similar to our platform. These and other competitors in the banking and financial technology industries are introducing innovative products and services that may compete with ours. We expect that this competition will continue as banking and financial technology industries continue to evolve, particularly if non-traditional non-recourse advance providers and other parties gain greater market share in these industries. If we are unable to differentiate our products and platform from and successfully compete with those of our competitors, our business, results of operations and financial condition will be materially and adversely affected.

 

Many existing and potential competitors are entities substantially larger in size, have more resources, are more highly diversified in revenue and substantially more established with significantly more brand awareness than ours. As such, many of our competitors can leverage their size, robust networks, financial wherewithal, brand awareness, pricing power and technological assets to compete with us. To the extent new entrants gain market share, the purchase and use of our products and services would decline. If price competition materially intensifies, we may have to decrease the prices of our products and services, which would likely adversely affect the results of operations.

 

Our long-term success depends on our huge database and our ability to compete effectively against existing and potential competitors that seek to provide banking and financial technology products and services. If we fail to compete effectively against these competitors, our revenues, results of operations, profitability, prospects for future growth and overall business will be materially and adversely affected.

 

The industries we are entering are highly competitive and such competition is likely to increase, which may adversely influence the prices we can charge to merchants for our services and the compensation we must pay to our distribution partners, and as a result, our profit margins.

 

After the Business Combination, we expect to operate in a highly competitive and fragmented industry that is sensitive to price and service. We compete with leading e-commerce companies such as iPay88, PayPal, MOLPay and Alibaba (which offers Alipay) which may offer substantially the same or similar product offerings as us. We also compete with businesses that focus on particular merchant categories or markets. We also compete with traditional cash payments and other popular online shopping websites and apps, and other traditional media companies that provide discounts on products and services.

 

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We believe the principal competitive factors in our market include the following:

 

  breadth of subscriber base and merchants featured;
     
  local presence and understanding of local business trends;
     
  ability to deliver a high volume of relevant deals to consumers;
     
  ability to produce high purchase rates for deals among subscribers;
     
  ability to generate positive return on investment for merchants; and
     
  strength and recognition of our brand.

 

Although we believe we compete favorably on the factors described above, we anticipate that larger, more established companies may directly compete with us as we continue to demonstrate the viability of a local one-stop payment solution provider. Many of our current and potential competitors have longer operating histories, significantly greater financial, technical, marketing and other resources, larger product and services offerings, larger customer base and greater brand recognition. These factors may allow our competitors to benefit from their existing customer or subscriber base with lower acquisition costs or to respond more quickly than we can to new or emerging technologies and changes in customer requirements. These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to build a larger subscriber base or to monetize that subscriber base more effectively than us. Our competitors may develop products or services that are similar to our products and services or that achieve greater market acceptance than our products and services. In addition, although we do not believe that merchant payment terms are a principal competitive factor in our market, they may become such a factor and we may be unable to compete fairly on such terms.

 

There are limited barriers to entry for new companies wishing to enter our industries. In addition, many of our competitors are larger than us and may have greater financial, management or operating resources than us, or have more experience in the geographic markets in which we compete with them. If we are unable to compete effectively in each of our product and geographic markets, our business, financial condition and results of operations will be adversely affected.

 

We are subject to economic and political risk, the business cycles of our customers, merchants and distribution partners and the overall level of consumer and commercial spending, which could negatively impact our business, financial condition, and results of operations.

 

The electronic payments industry depends heavily on the overall level of consumer, commercial and government spending. We are exposed to general economic conditions that affect consumer confidence, consumer spending, consumer discretionary income and changes in consumer purchasing habits. A sustained deterioration in general economic conditions or increases in interest rates could adversely affect our financial performance by reducing the number or aggregate dollar volume of transactions made using electronic payments. If our customers make fewer purchases and sales of their products and services using electronic payments, or consumers spend less money through electronic payments, we will have fewer transactions to process at lower dollar amounts, resulting in lower revenue. In addition, a weakening in the economy could force merchants to close at higher than historical rates, resulting in exposure to potential losses and a decline in the number of transactions that we process. We also have material fixed and semi-fixed costs, including rent, debt service, contractual minimums, and salaries, which could limit our ability to quickly adjust costs and respond to changes in our business and the economy.

 

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Our business, financial condition and results of operations have and may continue to be adversely affected by the COVID-19 pandemic/endemic or other similar epidemics or adverse public health developments, including government responses to such events.

 

There are many uncertainties regarding the current global pandemic involving a novel strain of coronavirus

 

(COVID-19), and Super Apps continues to closely monitor the impact of the pandemic on all aspects of its business, including how it has and may in the future impact the customers, employees, suppliers, vendors, and business partners of the Carve-Out Business. The duration and magnitude of the continuing effects of COVID-19 on customers of the Carve-Out Business remain uncertain and dependent on various factors, including the continued severity and transmission rate of the virus, new variants of the virus, the nature of and duration for which preventative measures remain in place, the extent and effectiveness of containment and mitigation efforts, including vaccination programs, and the type of stimulus measures and other policy responses that the Malaysian government may further adopt.

 

The Carve-Out Business and operations were disrupted by the conditions caused by COVID-19, which adversely affected customers spending levels and disposable income. Governmental actions such as the Coronavirus Aid, Relief, and Economic Assistance offered helped to mitigate the effect of COVID-19 on the customers of the Carve-Out Business. These stimulus funds and incremental unemployment benefits provided created additional financial support for such customers; however, the overall economic conditions potentially increase customers’ credit risk. Economic conditions that affect personal finances of customers could also impact repayment of non-recourse advances that we make to our customers. Super Apps is concurrently evaluating its policies around the level and extent of customers cash advances and corresponding credit risk. Super Apps expects to continue to assess the evolving impact of the COVID-19 pandemic and intends to make adjustments to its responses accordingly.

 

Additionally, concerns over the economic impact of the COVID-19 pandemic have caused volatility in financial and other capital markets, which may adversely affect Super Apps’ stock price and our ability to access capital markets in the future.

 

Natural catastrophic events, pandemics and man-made problems such as power-disruptions, computer viruses, data security breaches, and terrorism may disrupt the Carve-Out Business.

 

Natural disasters, pandemics such as COVID-19, or other catastrophic events may cause damage or disruption to our operations, international commerce and the global economy, and thus could harm our business. The Carve-Out Business has a large customers base and employee presence in Kuala Lumpur, Malaysia and its data centers are located in Kuala Lumpur. This area has experienced major power failure, telecommunications failure, vandalism, cyber-attack, and we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in our application development, lengthy interruptions in the availability of our products and services, breaches of data security, and loss of critical data, all of which could harm our business, operating results, and financial condition.

 

Additionally, as computer malware, viruses, and computer hacking, fraudulent use attempts, and phishing attacks have become more prevalent, we, and third parties upon which we rely, face increased risk in maintaining the performance, reliability, security, and availability of our solutions and related services and technical infrastructure to the satisfaction of our customers. Any computer malware, viruses, computer hacking, fraudulent use attempts, phishing attacks, or other data security breaches related to our network infrastructure or information technology systems or to computer hardware we lease from third parties, could, among other things, harm our reputation and our ability to retain existing customers and attract new customers.

 

Our risk management policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risks.

 

We expect to operate in a rapidly changing industry. Accordingly, our risk management policies and procedures may not be fully effective to identify, monitor, manage and remediate our risks. Some of our risk evaluation methods depend upon information provided by others and public information regarding markets, merchants or other matters that are otherwise inaccessible by us. In some cases, that information may not be accurate, complete, or current. If our policies and procedures are not fully effective or we are not always successful in capturing all risks to which we are or may be exposed, we may suffer harm to our reputation or be subject to litigation or regulatory actions that materially increase our costs and subject us to reputational damage that could limit our ability to grow and cause us to lose existing merchant clients.

 

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Risks Relating to the Carve-Out Business

 

The Carve-Out Business is subject to extensive regulation and oversight in a variety of areas, including registration and licensing requirements under national and local laws and regulations.

 

The Carve-Out Business is subject to extensive regulation under Malaysian national and local laws and regulations. Regulators have broad discretion with respect to the interpretation, implementation, and enforcement of these laws and regulations, including through enforcement actions that could subject us to civil money penalties, customer remediations, increased compliance costs, and limits or prohibitions on our ability to offer certain products or services or to engage in certain activities. Any failure or perceived failure to comply with any of these laws or regulations could subject us to lawsuits or governmental actions and/or damage our reputation, which could materially and adversely affect our business. Moreover, any competitors subject to different, or in some cases less restrictive, legislative or regulatory regimes may have or obtain a competitive advantage over us.

 

The Carve-Out Business is subject to the regulatory and enforcement authority of the Central Bank of Malaysia or Bank Negara Malaysia (BNM), which oversees compliance of financial system infrastructure, financial services and payment systems. In addition, certain regulated activities which will be carried out by OneShop Retail is subject to the supervisory authority of the BNM and other governmental authorities. The BNM has broad enforcement powers, and upon determining a violation of applicable law has occurred can order, among other things, rescission or reformation of contracts, the refund of moneys, restitution, disgorgement or compensation for unjust enrichment, the payment of damages or other monetary relief, public notifications regarding violations, limits on activities or functions, remediation of practices, external compliance monitoring and civil money penalties. The cost of responding to investigations can be substantial and an adverse resolution to an investigation, including a consent order or other settlement, may have a material adverse effect on the business, financial position, results of operations and future prospects of the company subject to investigation.

 

Super Apps or OneShop Retail may in the future also be subject to investigations and potential enforcement actions that may be brought by state regulatory authorities, state attorneys general or other state enforcement authorities and other governmental agencies. Any such actions could subject us to civil money penalties and fines, customer remediations, and increased compliance costs, damage our reputation and brand and limit or prohibit our ability to offer certain products and services or engage in certain business practices. Further, in some cases, regardless of fault, it may be less time-consuming or costly to settle these matters, which may require us to implement certain changes to our business practices, provide remediation to certain individuals or make a settlement payment to a given party or regulatory body.

 

Super Apps and OneShop Retail will need to comply with extensive laws and regulations on our future payment processing, debit card, lending and e-wallet business activities.

 

Super Apps and OneShop Retail intend to conduct e-Money, Merchant Acquiring, Money Services Business, Money Lending, Mobile Virtual Network Operator businesses from Malaysia in connection with the Carve-Out Business. In Malaysia, each of these businesses require approval from either Central Bank of Malaysia or also known as Bank Negara Malaysia (BNM), Ministry of Local Government Development (KPKT) and Ministry of Communications and Digital (KKMM).

 

The operations and conduct of these businesses in Malaysia will be subject to numerous laws and regulations, including the following:

 

Financial Services Act 2013 - An Act to provide for the regulation and supervision of financial institutions, payment systems and other relevant entities and the oversight of the money market and foreign exchange market to promote financial stability and for related, consequential or incidental matters;
   
Unclaimed Moneys Act 1965 - An Act to regulate monies which are legally payable to the owner but have remained unpaid for a period of not less than one year;
   
Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities 2001 - An Act to provide for the offence of money laundering, the measures to be taken for the prevention of money laundering and terrorism financing offences and to provide for the forfeiture of property involved in or derived from money laundering and terrorism financing offences, as well as terrorist property, proceeds of an unlawful activity and instrumentalities of an offence, and for matters incidental thereto and connected therewith;

 

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Communications and Multimedia Act 1998 - The Act seeks to provide a generic set of regulatory provisions based on generic definitions of market and service activities and services and the jurisdiction of this Act is restricted to networked services and activities only. This Act was passed to fulfill the need to regulate an increasingly convergent communications and multimedia industry.
   
Moneylenders Act 1951 - An Act for the regulation and control of the business of moneylending, the protection of borrowers of the monies lent in the course of such business, and matters connected therewith;
   
Credit Reporting Agency Act 2010 - An Act to provide for the registration and regulation of persons carrying on credit reporting businesses and for matters connected therewith and incidental thereto;
   
Personal Data Protection Act 2010 - An Act to regulate the processing of personal data in commercial transactions and to provide for matters connected therewith and incidental thereto; and
   
Any law (whether domestic or international), statute, code, rule, guidelines, notices, ordinance, regulation, directive, order, judgment, writ, injunction or decree, and includes any changes in the application or interpretation thereof.

 

The Carve-Out Business operates in an extensive regulatory environment and may from time to time be subject to governmental investigations or other inquiries by state, federal and local governmental authorities.

 

Determinations of compliance with applicable legal and regulatory requirements can be highly technical and subject to varying interpretations. From time to time, the products and services of Carve-Out Business may not have fully complied with requirements under applicable laws and regulations. If we become aware of such an instance, whether as a result of our compliance reviews, regulatory inquiry, customer complaint or otherwise, we expect to generally conduct a review of the activity in question and determine how to address it, such as modifying the product, making customer refunds or taking other remedial actions

 

Failure to comply with applicable laws, regulations, rules and guidance, or any finding that the Carve-Out Business’ past forms, practices, processes, procedures, controls or infrastructure were insufficient or not in compliance, could subject us to regulatory enforcement actions, result in the assessment against us of civil, monetary, criminal or other penalties (some of which could be significant in the case of knowing or reckless violations), result in the issuance of cease and desist orders (which can include orders for restitution, as well as other kinds of affirmative relief), require us to refund payments, interest or fees, result in a determination that certain financial products are not collectible, result in a suspension or revocation of licenses or authorization to transact business, result in a finding that we have engaged in unfair and deceptive acts or practices, limit our access to services provided by third-party financial institutions or cause damage to our reputation, brands and valued customer relationships. We may also incur additional, substantial expenses to bring those products and services into compliance with the laws of various jurisdictions or as a result choose to stop offering certain products and services in certain jurisdictions.

 

Our failure to comply with any regulations, rules, or guidance applicable to our business could have a material adverse effect on our business. In addition, changes to, or the discontinuation of, certain products and services necessary to maintain compliance with regulatory and legal requirements or to adequately manage compliance-related risks may result in corresponding changes to or limitations on the fees we can charge and other sources of revenue we currently rely upon. Such failures or changes to our products, services or business may have substantial adverse effects on our prospects, results of operations, financial condition and cash flows and could prohibit or directly or indirectly impair our ability to continue current operations.

 

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The financial services industry continues to evolve and is affected by new laws or regulations in many jurisdictions, including the Malaysian Law in which the Carve-Out Business operates, that could restrict the products and services Super Apps offers, impose additional compliance costs on it, render its operations or the Carve-Out Business unprofitable or even prohibit its operations or the operations of the Carve-Out Business.

 

As operators of the Carve-Out Business, we will be required to comply with frequently changing national, state, and local laws and regulations that regulate, among other things, the terms of the financial products and services we offer. New laws or regulations may require us to incur significant expenses to ensure compliance. National and state regulators of consumer financial products and services are also enforcing existing laws, regulations, and rules more aggressively, and enhancing their supervisory expectations regarding the management of legal and regulatory compliance risks.

 

In addition, regulators are interpreting existing laws, regulations and rules in new and different ways as they attempt to apply them to novel products and business models such as ours. Changes in the laws, regulations and enforcement priorities applicable to our business, or changes in the way existing laws and regulations are interpreted and applied to us, could have a material impact on our business model, operations and financial position. In some cases, these measures could even directly prohibit some or all of the current business activities of the Carve-Out Business in certain jurisdictions or render them unprofitable and/or impractical to continue.

 

The application of consumer protection statutes and related regulations to innovative products offered by financial technology companies such as us is often uncertain, evolving and unsettled. To the extent that any products of the Carve-Out Business are deemed to be subject to any such laws, we could be subject to additional compliance obligations, including state licensing requirements, disclosure requirements and usury or fee limitations, among other things. Application of such requirements and restrictions to our products and services could require us to make significant changes to our business practices (which may increase our operating expenses and/or decrease revenue) and, in the event of retroactive application of such laws, subject us to litigation or enforcement actions that could result in the payment of damages, restitution, monetary penalties, injunctive restrictions, or other sanctions, any of which could have a material adverse effect on our business, financial position, and results of operations.