UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
|
||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number,
including area code:
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||
| OTC Pink | ||||
| OTC Pink | ||||
| OTC Pink |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01 to the extent required herein. As approved by its stockholders at the General Meeting (defined below), Technology & Telecommunication Acquisition Corporation (“TETE” or the “Company”) and Continental Stock Transfer & Trust Company entered into an amendment, dated April 16, 2025, to the Investment Management Trust Agreement, dated January 14, 2022, by and between Continental Stock Transfer & Trust Company and TETE (the “IMTA Amendment”). A copy of the IMTA Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Subsequent to the approval by the shareholders of TETE of the Amendment to TETE’s Amended and Restated Memorandum and Articles of Association (the “Charter Amendment”), on April 16, 2025, TETE filed the Charter Amendment with the Registrar of Companies in the Cayman Islands. Pursuant to the Charter Amendment, TETE has the right to extend the date by which it has to consummate a business combination by four (4) months from April 20, 2025 to August 20, 2025 (i.e., for a period of time ending 43 months after the consummation of TETE’s initial public offering).
Item 5.07. Submissions of Matters to a Vote of Security Holders.
On April 16, 2025, TETE held an Extraordinary General Meeting of Shareholders (the “General Meeting”). On March 28, 2025, the record date for the General Meeting, there were 3,982,043 ordinary shares of TETE entitled to be voted at the General Meeting, 85.57% of which were represented in person or by proxy.
The final results for each of the matters submitted to a vote of TETE’s shareholders at the General Meeting are as follows:
| Matters Voted On | For | Against | Abstain | |||||||||
| Proposal Number One to amend and restate 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”) by four (4) months from April 20, 2025 to August 20, 2025 (as extended, the “Extended Date”) (i.e., for a period of time ending 43 months after the consummation of TETE’s initial public offering). | 3,407,508 | 3 | 0 | |||||||||
| Proposal Number Two was to 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 by four (4) months from April 20, 2025 to the Extended Date. | 3,407,508 | 3 | 0 | |||||||||
Each of the proposals described above was approved by TETE’s shareholders. TETE’s shareholders elected to redeem an aggregate of 3,561 ordinary shares in connection with the General Meeting.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1* | Amended and Restated Memorandum and Articles of Association, dated April 16, 2025 | |
| 10.1 | Amendment to the Investment Management Trust Agreement, dated April 16, 2025, by and between TETE and Continental Stock Transfer & Trust Company. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 22, 2025
| TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION | ||
| By: | /s/ Tek Che Ng | |
| Name: | Tek Che Ng | |
| Title: | Chief Executive Officer | |