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

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

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: ☐

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

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 OCTOBER 14, 2025 — SUBJECT TO COMPLETION

Proxy Statement dated [●], 2025
and first mailed to shareholders on or about [●], 2025.

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 [●], 2025. 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.”

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

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

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) and PIPE Investors, will own approximately 20.3% of the issued PubCo Ordinary Shares, and the existing shareholders of Holdings will own approximately 79.7% 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 hereof, TETE has obtained an aggregate of $5.0 million in subscriptions to purchase TETE ordinary shares at a price of $8.00 per share. The PIPE Investors (as defined below), who include affiliates of Holdings, have indicated an interest to purchase PIPE Shares (as defined below) in an aggregate amount of $16.0 million dollars in connection with the Business Combination. None of the funds in the trust account will be used to purchase public shares in such transactions.

At any time at or prior to the extraordinary general meeting, during a period when they are not then aware of any material nonpublic information regarding TETE or its securities, our sponsor, officers, directors and/or their affiliates, in compliance with the tender offer rules and other Exchange Act limitations, including Rule 14e-5 thereunder, may purchase public shares from institutional and other investors, execute agreements to purchase shares from such investors in the future, or they may enter into transactions, including non-redemption agreements, with such investors and others to provide them with incentives to acquire shares of TETE and/or not to redeem (or to validly rescind any redemption requests). Our sponsor, officers, directors and/or their affiliates anticipate that they may identify such unaffiliated third-party shareholders with whom our sponsor, officers, directors or their affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders following our mailing of tender offer or proxy materials in connection with the Business Combination. To the extent that our sponsor, officers, directors, advisors or their affiliates enter into a private transaction with an unaffiliated third party, they would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account, whether or not such shareholder has already submitted a proxy with respect to the business combination but only if such shares have not already been voted at the general meeting related to the business combination. Our sponsor, executive officers, directors, advisors or their affiliates will select which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws. Any such privately negotiated transactions may be effected at purchase prices that are no greater than the per share pro rata portion of the trust account. Such privately negotiated transactions may include a contractual acknowledgement that such unaffiliated third-party shareholder, although still the record or beneficial holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that sponsor, officers, directors and/or their affiliates purchase shares in privately negotiated transactions from unaffiliated third-party shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their public shares. The purpose of such share purchases and other transactions would be to limit the number of public shares electing to be redeemed.

In accordance with the SEC’s Compliance and Disclosure Interpretation 166.01, any public shares purchased by our sponsor, officers, directors and/or their affiliates would not be voted in favor of approving the Business Combination.

Except as disclosed in this proxy statement/prospectus, we have not entered into any privately negotiated transactions with respect to our shares as of the date hereof. If they engage in such privately negotiated transactions, our sponsor, officers, directors and/or their affiliates will be restricted from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

Our Sponsor, officers, directors and/or their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. We expect any such purchases would be reported by such person pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the event our Sponsor, directors, executive officers, advisors, or their affiliates were to purchase shares or warrants from public shareholders, or if any third party investors are incentivized to acquire public shares by our Sponsor, directors, executive officers, or their affiliates, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

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 [●], 2025 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.

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. On January 23, 2025, TETE Class A ordinary shares, warrants and units were listed and began trading on the Pink Current tier of the OTC Markets. TETE’s Class A ordinary shares, warrants and units are listed under the symbols “TETEF”, “TETWF”, and “TETUF”. 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 “[_].” 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:

1. The 2,959,548 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, and excludes the 150,000 shares to be forfeited by the Sponsor at the Closing according to the Non-Redemption Agreement dated January 19, 2025 and the 297,952 shares to be forfeited by the Sponsor at the Closing according to the Non-Redemption Agreement dated April 14, 2025.

2. The shares held by TETE public shareholders includes the 150,000 shares to be forfeited by the Sponsor at the Closing according to the Non-Redemption Agreement dated January 19, 2025 and the 297,952 shares to be forfeited by the Sponsor at the Closing according to the Non-Redemption Agreement dated April 14, 2025.

3. TETE and Holdings entered into a PIPE Agreement with the PIPE Investors pursuant to which the PIPE Investors agreed to purchase from TETE 625,000 TETE ordinary shares, for a purchase price of approximately $5.0 million. The PIPE Investors have indicated an interest, but are not obligated, to purchase PIPE Shares in an aggregate amount of $16.0 million in connection with the Business Combination.

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 and the Working Capital Loan, and (iii) Contingent Shares issuable to MobilityOne:

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 [●], 2025, 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 [●], 2025, 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.

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.

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:

If you would like to request documents, please do so no later than [●], 2025 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.

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.

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 77 of this proxy statement/prospectus and “Risk Factors – Risk Factors Relating to Super Apps” beginning on page 39 of this proxy statement/prospectus and elsewhere in this proxy statement/prospectus.

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

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.

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 [●], 2025, at [●] a.m. (the “extraordinary general meeting”), for the following purposes:

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

The Business Combination Proposal is conditioned upon the approval of Proposal No. 1 and Proposal No. 5. Proposals No. 1, 3, 4, 5, 6 and 7 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 February 20, 2026 (unless otherwise extended) TETE will be required to dissolve and liquidate.

Proposals 1 through 8 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 [●], 2025 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 [●], 2025. 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, the Director Election 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, the Director Election 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, 5^th 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 39 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.

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 [●], 2025 (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.

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 traded on the OTC Pink Market.

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.

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

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”, “Proposal No. 7 – The Nasdaq Proposal” and “Proposal No. 8 – 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, the Director Election 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.

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 (in thousands except per share data):

In connection with the Business Combination, we expect to issue 110,000,000 PubCo Ordinary Shares. In addition, in connection with the PIPE Investment, we expect to issue [_] 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.”

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 shareholders rather than liquidate. In considering the recommendations of the TETE Board to vote for the proposals, TETE’s shareholders 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, the Director Election 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.

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.

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.

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 [●], 2025 (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 [●], 2025, 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 [●], 2025 (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.

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.

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 [●], 2025. 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 [●], 2025.

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.

You can pre-register to attend the extraordinary general meeting starting on [●], 2025. 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.

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

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.

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:

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 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 $1,626,737. Following the redemptions, there were 2,976,709 Public Shares outstanding. The Company subsequently deposited $133,951.91 into the trust account on a monthly basis to extend the Combination Period from July 20, 2023 to June 20, 2024. On June 7, 2024, 408,469 Public Shares were redeemed by a number of shareholders at a price of approximately $11.93 per share, in an aggregate principal amount of $4,872,513. Following the redemptions, there were 2,568,240 Public Shares outstanding. On June 7, 2024, TETE amended its amended and restated articles of association in existence at that time to give TETE the right to extend the Combination Period up to seven (7) times for an additional one (1) month each time from June 20, 2024 to January 20, 2025 by depositing into its trust account, for each one-month extension, the lesser of (a) $60,000 and (b) $0.02 for each ordinary share outstanding. The Company subsequently deposited $51,365 per month into the trust account to extend the Combination Period from June 20, 2024 to January 20, 2025. Each extension payment was 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. As of [●], 2025, the Sponsor has loaned the Company an aggregate of $[_] for extension payments and the Company has issued the Sponsor promissory notes of an equivalent amount, which are convertible, at the Sponsor’s discretion, into [_] TETE Units upon consummation of the Business Combination at a price of $10.00 per unit. 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 Transactions — Related 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.

On January 20, 2025, 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 by three (3) months from January 20, 2025 to April 20, 2025; and (ii) amend TETE’s investment management trust agreement, dated as of January 14, 2022, by and between TETE and Continental Stock Transfer & Trust Company, to allow TETE to extend the Combination Period by three (3) months from January 20, 2025 to April 20, 2025. On January 20, 2025, 1,993,697 Public Shares were redeemed by a number of shareholders at a price of approximately $12.41 per share, in an aggregate principal amount of $24,739,495.83. Following the redemptions, there were 574,543 Public Shares outstanding.

On January 20, 2025, the Company entered into a non-redemption agreement (the “Non-Redemption Agreement”) with the Sponsor and certain institutional investors named therein (the “Investors”). The Investors have agreed that they will not exercise their Redemption Rights, or they will rescind or reverse previously submitted redemption requests prior to the Special Meeting. Under the terms of the Non-Redemption Agreement, if the Investors do not exercise their General Meeting, or validly rescind previously submitted redemption requests, and if the Charter Amendment and IMTA Amendment proposals are approved, then promptly following the consummation of the proposed business combination, the Sponsor shall forfeit 150,000 shares of Company common stock (the “Forfeited Shares”) and the Company shall issue 150,000 shares of Company common stock, in the aggregate, to the Investors (the “New Shares”), for no additional consideration. The New Shares shall be issued free and clear of any liens or other encumbrances, other than (x) pursuant to the provisions of the letter agreement, dated January 14, 2022, by and between the Company and the Sponsor, (y) restrictions on transfer imposed by the securities laws, and (z) any other agreement relating to the shares held by the Sponsor entered into in connection with the proposed business combination (which shall be no less favorable or more restrictive than what is agreed to by the Sponsor). At the Investors’ election, in lieu of receiving the New Shares, following the satisfaction of Redemption Rights in connection with the consummation of the proposed business combination, the Company shall cause its transfer agent to pay to the Investors directly from the Company’s trust account an amount in cash equal to the product of (i) 560,061, (ii) thirty-percent, and (iii) the final per-share redemption price then available to Company stockholder (the “January Share Consideration Payment”). In order to receive the Share Consideration Payment, the Investors shall not redeem thirty percent of the TETE publicly traded Class A shares held by the Investor at the time of the business combination redemption deadline. Assuming a final per share redemption price of $[_], based on the closing price of Public Shares of $[_] on the OTC Pink Market as of [_], 2025, the January Share Consideration Payment would be $[_].

On April 16, 2025, 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 by four (4) months from April 20, 2025 to August 20, 2025; and (ii) amend TETE’s investment management trust agreement, dated as of January 14, 2022, by and between TETE and Continental Stock Transfer & Trust Company, to allow TETE to extend the Combination Period by four (4) months from April 20, 2025 to August 20, 2025. On April 16, 2025, 3,561 Public Shares were redeemed by a number of shareholders at a price of approximately $12.65 per share, in an aggregate principal amount of $45,060.56. Following the redemptions, there were 570,982 Public Shares outstanding.

On April 14, 2025, the Company entered into a non-redemption agreement (the “Non-Redemption Agreement”) with certain institutional investors named therein (the “Investors”). Pursuant to the Non-Redemption Agreement, the Investors agreed that, in connection with TETE’s extraordinary meeting of shareholders to be held on April 16, 2025, the Investors would not exercise their right to redeem public shares of TETE (the “Redemption Rights”), or they would rescind or reverse previously submitted redemption requests prior to the meeting. Under the terms of the Non-Redemption Agreement, provided the proposals were approved by the shareholders, TETE and the Sponsor agreed that, promptly following the consummation of the proposed business combination, the Sponsor shall forfeit 53.2% of 560,061 ordinary shares of the Company (the “Forfeited Shares”) and TETE shall issue a number of shares of the post-closing company equal to such Forfeited Shares to the Investors (the “New Shares”), for no additional consideration. The New Shares shall be issued free and clear of any liens or other encumbrances, other than (x) pursuant to the provisions of the letter agreement, dated January 14, 2022, by and between TETE and the Sponsor, (y) restrictions on transfer imposed by the securities laws, and (z) any other agreement relating to the shares held by the Sponsor entered into in connection with the proposed business combination (which shall be no less favorable or more restrictive than what is agreed to by the Sponsor). At the Investors’ election, in lieu of receiving the NRA New Shares, following the satisfaction of Redemption Rights in connection with the consummation of the proposed business combination, TETE shall cause its transfer agent to pay to the Investors directly from TETE’s trust account an amount in cash equal to the product of (i) 560,061, (ii) 53.2%, and (iii) the final per-share redemption price then available to Company stockholder (the “April Share Consideration Payment”). In order to receive the Share Consideration Payment, the Investors shall not redeem 53.2% of the TETE publicly traded Class A shares held by the Investor at the time of the business combination redemption deadline. Assuming a final per share redemption price of $[_], based on the closing price of Public Shares of $[_] on the OTC Pink Market as of [_], 2025, the April Share Consideration Payment would be $[_].

On August 20, 2025, 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 by six (6) months from August 20, 2025 to February 20, 2026; and (ii) amend TETE’s investment management trust agreement, dated as of January 14, 2022, by and between TETE and Continental Stock Transfer & Trust Company, to allow TETE to extend the Combination Period by six (6) months from August 20, 2025 to February 20, 2026. On August 20, 2025, 560,061 Public Shares were redeemed by a number of shareholders at a price of approximately $12.84 per share, in an aggregate principal amount of $7,189,492.10. Following the redemptions, there were 10,921 Public Shares outstanding. TETE did not provide the public shareholders any incentives to not redeem their shares in connection with the August 20, 2025 extraordinary meeting of shareholders and did not enter into any non-redemption agreements in connection therewith.

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 February 20, 2026 (unless otherwise extended).

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 3,982,043 Class A ordinary shares issued and outstanding.

On January 23, 2025, TETE Class A ordinary shares, warrants and units were listed and began trading on the Pink Current tier of the OTC Markets. TETE’s Class A ordinary shares, warrants and units are listed under the symbols “TETEF”, “TETWF”, and “TETUF”.

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. On February 29, 2024, the parties entered into a Supplemental Agreement pursuant to which Super Apps acquired 60% of the equity interest in OneShop Retail prior to the consummation of the Business Combination. This acquisition was completed on February 29, 2024. If the Business Combination fails to close, MobilityOne is entitled to repurchase such 60% equity interest for a nominal consideration of RM1.0. 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 (the “Original JV Agreement”), as amended by that certain Confirmation Letter dated September 22, 2025, from MobilityOne (the “Confirmation Letter” and together with the Original JV Agreement, the “Joint Venture Agreement”).

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.

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.

On February 29, 2024, Super Apps and MobilityOne entered into a Supplemental Agreement pursuant to which Super Apps acquired 60% of the equity interest in OneShop Retail prior to the consummation of the Business Combination. This acquisition was completed on February 29, 2024. If the Business Combination fails to close, MobilityOne is entitled to repurchase such 60% equity interest for a nominal consideration of RM1.0. 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 (the “Original JV Agreement”), as amended by that certain Confirmation Letter dated September 22, 2025, from MobilityOne (the “Confirmation Letter” and together with the Original JV Agreement, the “Joint Venture Agreement”).

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. On February 29, 2024, the parties entered into a Supplemental Agreement pursuant to which Super Apps acquired 60% of the equity interest in OneShop Retail prior to the consummation of the Business Combination. This acquisition was completed on February 29, 2024. If the Business Combination fails to close, MobilityOne is entitled to repurchase such 60% equity interest for a nominal consideration of RM1.0. 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 (the “Original JV Agreement”), as amended by that certain Confirmation Letter dated September 22, 2025, from MobilityOne (the “Confirmation Letter” and together with the Original JV Agreement, the “Joint Venture Agreement”).

⁽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, after consummation of the Business Combination 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 was previously 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 was limited. Shortly after the execution of the Joint Venture Agreement, OneShop Retail’s wholesaling business was gradually discontinued. The Joint Venture Agreement provides that 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.

On February 29, 2024, MobilityOne and Super Apps entered into a Supplemental Agreement pursuant to which Super Apps acquired 60% of the equity interest in OneShop Retail prior to the consummation of the Business Combination. This acquisition was completed on February 29, 2024. If the Business Combination fails to close, MobilityOne is entitled to repurchase such 60% equity interest for a nominal consideration of RM1.0. Notwithstanding the acquisition of 60% of the equity interests of OneShop Retail, 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.

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 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. On February 29, 2024, the parties entered into a Supplemental Agreement pursuant to which Super Apps acquired 60% of the equity interest in OneShop Retail prior to the consummation of the Business Combination. This acquisition was completed on February 29, 2024.

(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 was initially anticipated to close immediately prior to the consummation of the Business Combination. On February 29, 2024, the parties entered into a Supplemental Agreement pursuant to which Super Apps acquired 60% of the equity interest in OneShop Retail prior to the consummation of the Business Combination. This acquisition was completed on February 29, 2024. If the Business Combination fails to close, MobilityOne is entitled to repurchase such 60% equity interest for a nominal consideration of RM1.0.

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 was 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. Shortly after the execution of the Joint Venture Agreement, OneShop Retail’s wholesaling business was gradually discontinued. Super Apps expects to focus on operating and expanding the Carve-Out Business (as defined below) after the completion of the Business Combination.

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.

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. On October 19, 2022, Super Apps, MobilityOne and OneShop Retail entered into the Original JV Agreement which set forth the terms and conditions of the joint venture arrangement among the parties. Due to the passage of time, MobilityOne issued that certain Confirmation Letter dated September 22, 2025, from MobilityOne (the “Confirmation Letter” and together with the Original JV Agreement, the “Joint Venture Agreement”) which amended its revenue guarantee to reflect more current dates and to clarify that MobilityOne will contribute its Carve-Out Business only after 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 2026 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 earmarked to be transferred in 2022 to the Joint Venture generated aggregate revenues of approximately USD$94 million during the fiscal year ended 2024. MobilityOne intends to include additional customers in order to meet the target revenue post combination. 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.

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, 6 and 7 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.

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.

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 obtaining approval of the listing of PubCo on Nasdaq;

	●	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”).

The Merger Agreement also provides that TETE shall maintain its listing on Nasdaq until the Closing. On January 23, 2025, TETE’s securities were suspended on Nasdaq with immediate effect after TETE gave notice that it would be unable to regain compliance with Nasdaq’s continued listing requirements. On January 23, 2025, TETE Class A ordinary shares, warrants and units were listed and began trading on the Pink Current tier of the OTC Markets. Though Bradbury Capital Holdings has currently agreed not to terminate the Business Combination as a result of the delisting, Bradbury Capital Holdings retains the right to terminate the Business Combination at any time. As a result, the delisting of our securities may impact our ability to close the Business Combination.

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.

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;

	(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.

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 and the PIPE Investment, 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 to approve by Ordinary Resolution of the appointment of Loo See Yuen, Chow Wing Loke, Alan Fung, Virginia Jaqveline Chan, and Soon Chong Seng to serve on PubCo’s board of directors effective as of the closing of the Business Combination in accordance with the Merger Agreement, which we refer to as the “Director Election Proposal” or “Proposal No. 7.”

●

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. 8.”

Please see the sections entitled “Proposal No. 5 – The Nasdaq Proposal”, “Proposal No. 6 – The Incentive Plan Proposal,” “Proposal No. 7 – The Director Election Proposal,” and “Proposal No. 8 – 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 [●], 2025 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 [●], 2025, 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, the Director Election 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 3,982,043 TETE Shares issued and outstanding and entitled to vote, of which 3,407,500 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, the Director Election 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.

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;

	●	FOR the Director Election 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 shareholders 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 February 20, 2026 (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 the OTC Pink Market as of [●], 2025. 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 February 20, 2026 (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 the OTC Pink Market as of [●], 2025.

	●	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 [●], 2025, TETE has unsecured promissory notes in the aggregate principal amount of $[_] outstanding and the Company has drawn down an aggregate of $[_] under the notes. The promissory notes were issued for working capital purposes, including paying monthly extension payments. At the option of the Sponsor, the promissory notes may be converted into [_] TETE Units upon consummation of the Business Combination at a price of $10.00 per unit. In the absence of shareholder approval for a further extension, if the proposed Business Combination is not consummated by February 20, 2026 (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 [●], 2025, $[_] of advances was paid by Sponsor for expenses incurred on TETE’s behalf and if the proposed Business Combination is not consummated by February 20, 2026 (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.

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.

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 2026 or any other period as agreed upon by the parties (the “Carve-Out Business”). The annual revenue of $125 million for 2026 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.

●

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 February 20, 2026 (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;

●

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;

	●	The Business Combination or PubCo being materially adversely affected by the recent and ongoing tariff war;

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

●

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 a monthly basis to extend the Combination Period from July 20, 2023 to June 20, 2024. On June 7, 2024, 408,469 Public Shares were redeemed by a number of shareholders at a price of approximately $11.93 per share, in an aggregate principal amount of $4,872,513. Following the redemptions, there were 2,568,240 Public Shares outstanding. On June 7, 2024, TETE amended its amended and restated articles of association in existence at that time to give TETE the right to extend the Combination Period up to seven (7) times for an additional one (1) month each time from June 20, 2024 to January 20, 2025 by depositing into its trust account, for each one-month extension, the lesser of (a) $60,000 and (b) $0.02 for each ordinary share outstanding. The Company subsequently deposited $51,365 per month into the trust account to extend the Combination Period from June 20, 2024 to January 20, 2025. 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 February 20, 2026 (unless otherwise extended). Each extension payment was 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. As of [●], 2025, the Sponsor has loaned the Company an aggregate of $[_] for extension payments and the Company has issued the Sponsor promissory notes of an equivalent amount, which are convertible, at the Sponsor’s discretion, into [_] TETE Units upon consummation of the Business Combination at a price of $10.00 per unit. 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 Transactions — Related 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.

Voting Securities

As of the date of this proxy statement/prospectus, there were 3,982,043 TETE Shares issued and outstanding. Only TETE shareholders who hold Ordinary Shares of record as of the close of business on [●], 2025 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, the Director Election 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.

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.

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:

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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;

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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;

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

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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;

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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

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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.

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.

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.

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 currently has discontinued its business of 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 has discontinued its business of general merchant retail sales of all type of goods, materials and commodities. Under the Joint Venture Agreement, which is attached hereto as Exhibits 10.13 and 10.25, 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 2026 or any other period as agreed upon by the parties (the “Carve-Out Business”). The annual revenue of $125 million for 2026 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.

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 will 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.

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 2026 or any other period as agreed upon by the parties. The annual revenue of $125 million for 2026 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. On February 29, 2024, the parties completed the acquisition of the 60% equity interest in OneShop Retail prior to the consummation of the Business Combination in accordance with the terms of the Supplemental Agreement, which is attached hereto as Exhibit 10.24. Notwithstanding the acquisition of such 60% interest of OneShop Retail, 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.

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, 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.

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.

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.

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.

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.

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 been steady and recorded RM1,343,591,232 ($305.4 million) in 2024. 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 2026 or such other additional periods as the parties may mutually determine. The annual revenue of $125 million for 2026 is unconditionally guaranteed by MobilityOne in accordance with the terms of the Joint Venture Agreement.

Although MobilityOne has recently experienced flat growth in its revenue and transaction volume, even if Super App’s and OneShop Retail’s revenue was to remain flat, the expected the revenue growth 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:

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:

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 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:

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.

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:

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.

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.

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.

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:

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.

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:

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.

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.

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.

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

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.

Our business, financial condition and results of operations have and may continue to be adversely affected by the tariff war or other similar adverse geopolitical or economic developments, including government responses to such events.

There are many uncertainties regarding the current global tariff war, and Super Apps continues to closely monitor the impact of such trade disputes on all aspects of its business, including how they have 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 tariff conflicts on customers of the Carve-Out Business remain uncertain and dependent on various factors, including the severity and scope of trade restrictions, the imposition of new tariffs or sanctions, the nature and duration of preventative measures adopted by governments, the extent and effectiveness of mitigation efforts through trade agreements or policy reforms, and the type of stimulus measures and other policy responses that the Malaysian government may further adopt.

The Carve-Out Business and operations might be disrupted by the conditions caused by the tariff war, which will adversely affect customer spending levels and disposable income due to higher costs of goods and inflationary pressures. A prolonged negative economic conditions could 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 tariff war and intends to make adjustments to its responses accordingly.

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.

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:

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.

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.

Further, we may not be able to respond quickly or effectively to regulatory, legislative, and other developments, and these changes may in turn impair our ability to offer our existing or planned features, products, and services and/or increase our cost of doing business. In addition, we expect to continue to launch new products and services in the coming years, which may subject us to additional legal and regulatory requirements under federal, state and local laws and regulations. To the extent the application of these laws or regulations to our new offerings is unclear or evolving, including changing interpretations and the implementation of new or varying regulatory requirements by federal or state governments and regulators, this may significantly affect or change our proposed business model, increase our operating expenses and hinder or delay our anticipated launch timelines for new products and services.

Super Apps intends to rely on our business partner, MobilityOne, to assist it in ensuring that it and its products comply with the multitude of governmental laws and regulations. If Super Apps were to become directly subject to banking regulations or be subjected to additional third-party risk management obligations, its business model may need to be substantially altered and it may not be able to continue to operate our business as it is currently operated.

Certain services and products of the Carve-Out Business which will be made available through OneShop Retail are subject to regulation and supervision by regulators. As such, OneShop Retail will be required to undertake certain compliance obligations. OneShop Retail expects to rely on MobilityOne to fulfill the compliance obligations required in operating the Carve-Out Business. If relevant laws, regulations or if the third-party risk management requirements applicable to us were to change such that we would no longer be able to rely on MobilityOne to fulfill our compliance obligations, our business model may need to be substantially altered and we may not be able to continue to operate our business as currently envisaged. Failure by OneShop Retail or any of our business partners to comply with applicable laws and regulations could have a material adverse effect on our business, financial position and results of operations.

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

Malaysia has laws regulating and requiring licensing, registration, notice filing, or other approval by parties that engage in certain activities regarding consumer finance transactions and payment systems. Super Apps and OneShop Retail will be relying upon MobilityOne to provide certain payment processing, debit card and e-wallet services. MobilityOne has also received inquiries from regulatory agencies regarding requirements to obtain licenses from or register with those states, including in states where we have determined that we are not required to obtain such a license or be registered with the state, and we expect to continue to receive such inquiries. Regulatory requirements may evolve over time, therefore affecting our business activities, products and services

If we were found to be in violation of applicable laws and regulations by a Malaysian court, or local enforcement agency, or agree to resolve such concerns by voluntary agreement, we could be subject to or agree to pay fines, damages, injunctive relief (including required modification or discontinuation of our business in certain areas), criminal penalties, and other penalties or consequences, and the non-recourse advances facilitated through our platform could be rendered void in whole or in part, any of which could have an adverse effect on our business, results of operations, and financial condition.

Stringent and changing laws and regulations relating to privacy and data protection could result in claims, harm our results of operations, financial condition, and future prospects, or otherwise harm our business.

As operators of the Carve-Out Business, we will be subject to a variety of laws, rules, directives, and regulations, as well as contractual obligations, relating to the processing of personal information, including personally identifiable information. The regulatory framework for privacy and data protection worldwide is rapidly evolving and, as a result, implementation standards and enforcement practices are likely to continue to evolve for the foreseeable future. Legislators and regulators are increasingly adopting or revising privacy and data protection laws, rules, directives, and regulations that could have a significant impact on our current and planned privacy and data protection-related practices; our processing of consumer or employee information; and our current or planned business activities.

Compliance with current or future privacy and data protection laws (including those regarding security breach notification) affecting consumer and/or employee data to which we are subject could result in higher compliance and technology costs and could restrict our ability to provide certain products and services (such as products or services that involve us sharing information with third parties or storing sensitive information), which could materially and adversely affect our profitability and could reduce income from certain business initiatives.

Our failure, or the failure of any third party with whom we work, to comply with privacy and data protection laws could result in potentially significant regulatory investigations and government actions, litigations, fines, or sanctions, consumer, funding source, or bank partner actions, and damage to our reputation and brand, all of which could have a material adverse effect on our business. Complying with privacy and data protection laws and regulations may cause us to incur substantial operational costs or require us to change our business practices. We may not be successful in our efforts to achieve compliance either due to internal or external factors, such as resource allocation limitations or a lack of vendor cooperation. We have in the past, and may in the future, receive complaints or notifications from third parties alleging that we have violated applicable privacy and data protection laws and regulations. Non-compliance could result in proceedings against us by governmental entities, consumers, data subjects, or others. We may also experience difficulty retaining or obtaining new consumers in these jurisdictions due to the legal requirements, compliance cost, potential risk exposure, and uncertainty for these entities, and we may experience significantly increased liability with respect to these consumers.

In addition to government regulation, privacy advocates and industry groups may propose new and different self-regulatory standards that may apply to us. Because the interpretation and application of privacy and data protection laws, regulations, rules, and other standards are still uncertain, it is possible that these laws, rules, regulations, and other actual or alleged legal obligations, such as contractual or self-regulatory obligations, may be interpreted and applied in a manner that is inconsistent with our existing data management practices or the functionality of our platform. If so, in addition to the possibility of fines, lawsuits and other claims, we could be required to fundamentally change our business activities and practices or modify our software, which could have an adverse effect on our business.

Any failure or perceived failure by us to comply with laws, regulations, policies, legal, or contractual obligations, industry standards, or regulatory guidance relating to privacy or data security, may result in governmental investigations and enforcement actions, litigation, fines and penalties, or adverse publicity, and could cause our customers and partners to lose trust in us, which could have an adverse effect on our reputation and business. We expect that there will continue to be new proposed laws, regulations, and industry standards relating to privacy, data protection, marketing, consumer communications, and information security, and we cannot determine the impact such future laws, regulations, and standards may have on our business. Future laws, regulations, standards, and other obligations or any changed interpretation of existing laws or regulations could impair our ability to develop and market new functionality and maintain and grow our customer base and increase revenue. Future restrictions on the collection, use, sharing, or disclosure of data, or additional requirements for express or implied consent of our customers, partners, or end users for the use and disclosure of such information could require us to incur additional costs or modify our platform, possibly in a material manner, and could limit our ability to develop new functionality.

If we are not able to comply with these laws or regulations, or if we become liable under these laws or regulations, we could be directly harmed, and we may be forced to implement new measures to reduce our exposure to this liability. This may require us to expend substantial resources or to discontinue certain products, which would negatively affect our business, financial condition, and operating results. In addition, the increased attention focused upon liability issues as a result of lawsuits and legislative proposals could harm our reputation or otherwise adversely affect the growth of our business. Furthermore, any costs incurred as a result of this potential liability could harm our operating results.

Legal proceedings could have a material adverse effect on our business, financial condition or results of operations.

We may in the future become subject to legal proceedings and claims that arise in the ordinary course of business, such as claims brought by our customers in connection with commercial disputes, employment claims made by our current or former employees, or claims for reimbursement following misappropriation of customer data. Certain claims may seek injunctive relief, which could disrupt the ordinary conduct of our business and operations or increase our cost of doing business. Litigation might result in substantial costs and may divert management’s attention and resources, which might seriously harm our business, overall financial condition, and operating results. Insurance might not cover such claims, might not provide sufficient payments to cover all the costs to resolve one or more such claims, and might not continue to be available on terms acceptable to us. A claim brought against us that is uninsured or underinsured could result in unanticipated costs, thereby reducing our operating results and leading analysts or potential investors to reduce their expectations of our performance, which could reduce the trading price of our stock. Furthermore, there is no guarantee that we will be successful in defending ourselves in future litigation. Should the ultimate judgments or settlements in any pending litigation or future litigation or investigation significantly exceed our insurance coverage, they could have a material adverse effect on our business, financial condition, and results of operations.

Significant judgments based on interpretations of existing tax laws or regulations are required in determining the Company’s provision for income taxes. the Company’s effective income tax rate could be adversely affected by various factors, including, but not limited to, changes in the mix of earnings in tax jurisdictions with different statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in existing tax policies, laws, regulations or rates, changes in the level of non-deductible expenses (including share-based compensation), changes in the location of the Company’s operations, changes in the Company’s future levels of research and development spending, mergers and acquisitions or the results of examinations by various tax authorities. Although the Company’s believes its tax estimates are reasonable, if the tax authority disagrees with the positions taken on its tax returns, the Company could have additional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a material impact on our results of operations and financial position.

Current Malaysian Exchange Control regulations permit Malaysian subsidiaries to pay dividends without restrictions to US parent companies or its shareholders. Under the Malaysian Income Tax Act, 1967 (the Act), no withholding or income tax is payable in Malaysia in respect of dividends paid by the Malaysian subsidiaries to its shareholders whether resident or non-resident of Malaysia in respect of dividends declared.

The Malaysian government imposes limited controls on the conversion of Malaysian Ringgit into foreign currencies and the remittance of currencies out of Malaysia but such restrictions do not apply to remittances of dividends.

Cash dividends, if any, on our ordinary shares will be paid in U.S. dollars. Dividends we pay to our overseas shareholders are not subject to withholding tax under the Malaysian Income Tax Act, 1967.

With regard to the Malaysian transfer pricing implication, it is noted that MobilityOne and OneShop Retail expect to enter into a Software License Agreement after the consummation of the Business Combination whereby MobilityOne will license to OneShop Retail on a royalty-free basis for MobilityOne’s proprietary electronic payment platform. As MobilityOne and OneShop Retail are related parties (or associated persons), any transactions between associated persons must be at an arm’s length price to meet the requirements of Section 140A of the Act and the Income Tax (Transfer Pricing) Rules 2012 and 2023. The arm’s length price refers to a price that would have been charged in a similar transaction between independent persons. The royalty-free licensing arrangement can be challenged by the Inland Revenue Board (IRB) if discovered during a tax audit and the IRB is empowered to make adjustment to the adjusted income or chargeable income of MobilityOne to reflect the arm’s length price for the transaction with OneShop Retail. A surcharge (or penalty) of up to 5% of the increase in the amount of income consequent to the adjustment will be imposed by the IRB.

Changes to applicable tax laws and regulations or exposure to additional income tax liabilities could affect the Company’s business and future profitability.

Super Apps and its consolidated subsidiary, OneShop Retail, are Malaysian corporations and thus subject to Malaysian corporate income tax on its Malaysian income. Further, since OneShop Retail’s anticipated operations and customers will be located throughout Malaysia, OneShop Retail will be subject to various Malaysian and local taxes. Malaysian and non-Malaysian tax laws, policies, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to OneShop Retail and may have an adverse effect on its business and future profitability.

For example, several tax proposals have been set forth that would, if enacted, make significant changes to Malaysia tax laws. Malaysia income tax rate applicable to corporations (such as OneShop Retail) for income earned in excess of RM600,000.00 is 24%.

Developments in the social, political, regulatory and economic environment in Malaysia may have a material adverse impact on us.

Our anticipated business, prospects, financial condition and results of operations may be adversely affected by social, political, regulatory and economic developments in Malaysia. Such political and economic uncertainties include, but are not limited to, the risks of war, terrorism, nationalism, nullification of contract, changes in interest rates, imposition of capital controls and methods of taxation.

Negative developments in Malaysia’s socio-political environment may adversely affect our anticipated business, financial condition, results of operations and prospects. The Malaysian economy registered growth of 3.1% in 2022, according to the Department of Statistics Malaysia. Although the overall Malaysian economic environment (in which we predominantly operate) appears to be positive, there can be no assurance that this will continue to prevail in the future.

BNM has, in the past, intervened in the foreign exchange market to stabilize the Malaysian Ringgit, and instituted a fixed exchange rate of MYR3.80 to $1.00 on September 2, 1998. Subsequently, on July 21, 2005, BNM adopted a managed float system which benchmarked the Malaysian Ringgit to a currency basket to ensure that the Malaysian Ringgit remains close to its fair value. As of September 12, 2025, the closing exchange rate was MYR4.21 to $1.00. However, there can be no assurance that BNM will, or would be able to, intervene in the foreign exchange market in the future or that any such intervention or fixed exchange rate would be effective in achieving BNM’s objectives. Fluctuations in the Malaysian Ringgit’s value against other currencies will create foreign currency translation gains or losses and may have an adverse effect on our business, financial condition and results of operations.

Super Apps is subject to foreign exchange control policies in Malaysia and other countries where we may operate.

The ability of our subsidiaries to pay dividends or make other payments to us may be restricted by the foreign exchange control policies Malaysia and in other countries where we may operate.

For example, there are foreign exchange policies in Malaysia which support the monitoring of capital flows into and out of the country in order to preserve its financial and economic stability. The foreign exchange policies are administered by BNM. The foreign exchange policies monitor and regulate both residents and non-residents. Under the current Foreign Exchange Policy Notices (“FEP Notices”) issued by BNM, non-residents are free to repatriate from Malaysia any funds including any income earned or proceeds from divestment of Ringgit Asset (as defined therein), provided that the repatriation is made in foreign currency and the conversion of Ringgit into foreign currency is undertaken in accordance with the FEP Notices. In the event BNM introduces any restrictions in the future, we may be affected in our ability to repatriate dividends or other payments from Malaysia.

Since Super Apps is a holding company and rely principally on dividends and other payments from our OneShop Retail consolidated subsidiary for our cash requirements, any restrictions on such dividends or other payments could materially and adversely affect our liquidity, financial condition and results of operations.

If Super Apps expands its business internationally, it will face additional business, political, regulatory, operational, financial and economic risks, any of which could increase its costs and hinder such growth.

Super Apps expects to continue to devote significant resources to international expansion through acquisitions and organic growth, including the establishment of additional offices. Expanding its business internationally will require considerable management attention and resources and is subject to the particular challenges of supporting a rapidly growing business in an environment of multiple languages, cultures, customs, legal and regulatory systems, alternative dispute systems and commercial infrastructures. For example, Super Apps may become subject to risks that it has not faced before or increase the risks that it currently expects to face, including risks associated with:

Entering new international markets or expanding our operations in existing international markets will involve substantial cost and Super Apps’ ability to successfully gain market acceptance in any particular market is uncertain. There can be no assurance that we will be able to successfully grow our business internationally.

Super Apps’ expansion into new jurisdictions could involve challenges for us associated with the social, regulatory, political or economic environments in those jurisdictions, particularly where those jurisdictions have economies that are generally considered to be developing. Such political instability could negatively affect operations within these countries or expansion plans into other countries in the territory. Any of the forgoing could have an adverse impact on our business, financial condition and results of operations.

As a result of plans to expand Super Apps’ business operations, including to jurisdictions in which tax laws may not be favorable, its obligations may change or fluctuate, become significantly more complex or become subject to greater risk of examination by taxing authorities, any of which could adversely affect the Company’s after-tax profitability and financial results.

In the event that Super Apps’ business expands domestically or internationally, its effective tax rates may fluctuate widely in the future. Future effective tax rates could be affected by operating losses in jurisdictions where no tax benefit can be recorded, changes in deferred tax assets and liabilities, or changes in tax laws. Factors that could materially affect Super Apps’ future effective tax rates include, but are not limited to: (a) changes in tax laws or the regulatory environment, (b) changes in accounting and tax standards or practices, (c) changes in the composition of operating income by tax jurisdiction and (d) pre-tax operating results of Super Apps’ business.

Super Apps’ after-tax profitability and financial results could be subject to volatility or be affected by numerous factors, including (a) the availability of tax deductions, credits, exemptions, refunds and other benefits to reduce tax liabilities, (b) changes in the valuation of deferred tax assets and liabilities, if any, (c) the expected timing and amount of the release of any tax valuation allowances, (d) the tax treatment of stock-based compensation, (e) changes in the relative amount of earnings subject to tax in the various jurisdictions, (f) the potential business expansion into, or otherwise becoming subject to tax in, additional jurisdictions, (g) changes to existing intercompany structure (and any costs related thereto) and business operations, (h) the extent of intercompany transactions and the extent to which taxing authorities in relevant jurisdictions respect those intercompany transactions, and (i) the ability to structure business operations in an efficient and competitive manner. Outcomes from audits or examinations by taxing authorities could have an adverse effect on Super Apps’ after-tax profitability and financial condition. Additionally, the IRS and several foreign tax authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and services and the use of intangibles. Tax authorities could disagree with Super Apps’ intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes. If Super Apps does not prevail in any such disagreements, Super Apps’ profitability may be affected.

Super Apps’ after-tax profitability and financial results may also be adversely affected by changes in relevant tax laws and tax rates, treaties, regulations, administrative practices and principles, judicial decisions and interpretations thereof, in each case, possibly with retroactive effect.

The unaudited pro forma condensed combined financial information included in this registration statement may not be indicative of what the actual financial position or results of operations of the Company would have been for the periods presented.

The unaudited pro forma condensed combined financial information for the Company in this prospectus is presented for illustrative purposes only and is not necessarily indicative of what the Company actual financial position or results of operations would have been for the periods presented had the Business Combination been completed on the dates indicated. See the section entitled Unaudited Pro Forma Condensed Combined Financial Information for more information.

The JOBS Act permits emerging growth companies like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.

We qualify as an emerging growth company as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, we take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statement/prospectus. As a result, our shareholders may not have access to certain information they deem important. We will remain an emerging growth company until the earliest of (a) the last day of the fiscal year (i) following December 31, 2026, the fifth anniversary of our IPO, (ii) in which we have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time) or (iii) in which we are deemed to be a large accelerated filer, which means the market value of the shares of TTI Class A Ordinary Shares that are held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and (b) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three year period.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. 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 election to opt out is irrevocable. We have 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, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our 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.

We cannot predict if investors will find TETE Class A Ordinary Shares less attractive because we will rely on these exemptions. If some investors find TETE Class A Ordinary Shares less attractive as a result, there may be a less active trading market for TETE’s Class A Ordinary Shares and our share price may be more volatile.

Super Apps does not intend to pay cash dividends on its capital stock and does not anticipate paying dividends in the foreseeable future.

Super Apps will not pay dividends on our capital stock and intends to retain any future earnings to fund the growth of its business. Any determination to pay dividends in the future will be at the discretion of the Board and will depend on Super Apps’ financial condition, operating results, capital requirements, general business conditions and other factors that the Board may deem relevant. As a result, capital appreciation, if any, of our Company’s Class A Ordinary Shares will be the sole source of gain for the foreseeable future.

TETE will be forced to liquidate the trust account if it cannot consummate a business combination by February 20, 2026 (unless otherwise extended). In the event of a liquidation, TETE’s public shareholders will receive $[_] per share and the TETE Warrants will expire worthless.

On June 7, 2024, 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 seven (7) times for an additional one (1) month each time, from June 20, 2024 to January 20, 2025; (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 seven (7) times for an additional one (1) month each time from June 20, 2024 to January 20, 2025, by depositing into the Trust Account, for each one-month extension, the lesser of (a) $60,000 and (b) $0.02 for each ordinary share outstanding. On June 7, 2024, 408,469 Public Shares were redeemed by a number of shareholders at a price of approximately $11.93 per share, in an aggregate principal amount of $4,872,513.12. Following the redemptions, there were 2,568,240 Public Shares outstanding. The Company subsequently deposited $51,364.80 per month into the trust account to extend the Combination Period from June 20, 2024 to January 20, 2025.

If TETE is unable to consummate a business combination by February 20, 2026 (unless otherwise extended) and is forced to liquidate, then the per-share liquidation distribution will be approximately $[_]. Furthermore, there will be no distribution with respect to the TETE Warrants, which will expire worthless as a result of TETE’s failure to consummate a business combination.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination or force us to abandon our efforts to complete an initial business combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

● restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. In addition, we may have imposed upon us burdensome requirements, including:

● reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

In order not to be regulated as an investment company under the Investment Company Act, unless it can qualify for an exclusion, a company must ensure that it is engaged primarily in a business other than investing, reinvesting or trading of securities and that its activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.

The SEC recently provided guidance that the determination of whether a special purpose acquisition company, like us, is an “investment company” under the Investment Company Act is a facts and circumstances determination requiring individualized analysis and depends on a variety of factors, including a SPAC’s duration, asset composition, business purpose and activities, and “is a question of facts and circumstances” requiring individualized analysis. When applying these factors to us we do not believe that our principal activities will subject us to the Investment Company Act. To this end, the Company was formed for the purpose of completing an initial business combination with one or more businesses. Our business will be focused on identifying and completing an initial business combination, and thereafter, operating the post-transaction business or assets for the long term. Further, we do not plan to buy businesses or assets with a view to resale or profit from their resale and we do not plan to buy unrelated businesses or assets or to be a passive investor. In addition, the proceeds held in the trust account will only be held as cash or in an interest bearing demand deposit account at a bank, or invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank. Pursuant to the investment management trust agreement, the trustee will not be permitted to invest in other securities or assets. By restricting the investment of the proceeds in this manner, and by focusing our directors’ and officers’ time toward, and operating our business for the purpose of, acquiring and growing businesses for the long term (rather than buying and selling businesses in the manner of a merchant bank or private equity fund or investing in assets for the purpose of achieving investment returns on such assets), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. Further, investing in our securities is not intended for persons who are seeking a return on investments in government securities or investment securities. Instead, the trust account will be intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within the completion window, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as described above, we may be deemed to be subject to the Investment Company Act. Notwithstanding that we have limited our activities as described above, we could nevertheless be considered to be operating as an unregistered investment company. If our facts and circumstances change over time, we will update our disclosure in future filings with the SEC to reflect how those changes impact the risk that we may be considered to be operating as an unregistered investment company.

If we were deemed to be an investment company for purposes of the Investment Company Act, we would need to register as such under the Investment Company Act and compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. We may also be forced to abandon our efforts to complete an initial business combination, and instead be required to liquidate the trust account and may be required to change our operations or wind down our operations. In which case, our investors would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our securities following such a transaction, and our warrants would expire worthless.

TETE’s securities have been delisted by Nasdaq and are no longer listed on a national securities exchange, which could make it more difficult to consummate the Business Combination.

TETE’s securities were previously listed on Nasdaq. On January 23, 2025, TETE’s securities were suspended on Nasdaq with immediate effect after TETE gave notice that it would be unable to regain compliance with Nasdaq’s continued listing requirements. On January 23, 2025, TETE Class A ordinary shares, warrants and units were listed and began trading on the Pink Current tier of the OTC Markets. TETE’s Class A ordinary shares, warrants and units are listed under the symbols “TETEF”, “TETWF”, and “TETUF”. The Merger Agreement includes a covenant that TETE shall maintain its listing on Nasdaq until the Closing. Though Bradbury Capital Holdings has currently agreed not to terminate the Business Combination as a result of the delisting, Bradbury Capital Holdings retains the right to terminate the Business Combination at any time. As a result, the delisting of our securities may impact our ability to close the Business Combination.

As a result of being traded on the over-the-counter market, TETE could face significant material adverse consequences, including:

Additionally, the National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because TETE’s securities are no longer listed on a national securities exchange, they would not be considered covered securities. As a result, TETE’s securities would be subject to regulation in each state in which it offers its securities. However, since the Business Combination is structured such that Pubco is issuing its securities, rather than TETE, and Pubco’s securities are expected to be listed on Nasdaq upon the closing of the Business Combination, it is not expected that such designation will have a negative impact on the parties’ ability to consummate the Business Combination. Nevertheless, there is no assurance that a state could not seek to hinder or delay the Business Combination, which could possibly lead to TETE being forced to dissolve and liquidate. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by SPACs, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if TETE’s securities no longer not qualify as covered securities under such statute and TETE may be subject to regulation in each state in which it offers its securities.

If TETE fails to meet criteria set forth in Rule 15c2-11 (the “Rule”) under the Exchange Act (for example, by failing to file periodic reports as required by the Exchange Act), various practice requirements are imposed on broker-dealers who sell securities governed by the Rule to persons other than established customers and accredited investors. For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transactions prior to sale. Consequently, the Rule may have a material adverse effect on the ability of broker-dealers to sell TETE securities, which may materially affect the ability of investors to sell the securities in the secondary market. Not being listed on a national securities exchange may make trading TETE securities difficult for investors, potentially leading to declines in the share price. It may also make it more difficult for TETE to raise additional capital.

If we were deemed to be an investment company for purposes of the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. We may also be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the trust account. If we are required to liquidate the trust account, our investors would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our securities following such a transaction, and our warrants would expire worthless. On the liquidation of our trust account, our public shareholders may receive only approximately $10.00, or less in certain circumstances, and our warrants will expire worthless. Changes in laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.

We are subject to rules and regulations enacted by various national, regional and local governing bodies, including for example, the SEC, and to new and evolving regulatory measures under applicable law. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly and our efforts to comply with such new and evolving laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention, In addition, these changes could have a material adverse effect on our business, investments and results of operations.

On January 24, 2024, the SEC adopted a series of new rules, effective as of July 1, 2024, relating to SPACs (the “SPAC Rules”) requiring, among other items, (i) additional disclosures relating to SPAC business combination transactions; (ii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial public offerings and de-SPAC transactions; (iii) the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; (iv) amendments to the financial statement requirements applicable to business combination transactions involving SPACs; and (v) both the SPAC and the target company’s status as co-registrants on de-SPAC registration statements.

In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its management team in furtherance of such goals.

Compliance with the SPAC Rules and related guidance may increase the costs of and the time needed to negotiate and complete an initial business combination and may constrain the circumstances under which we could complete an initial business combination.

This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. A failure to comply with applicable laws or regulations and any subsequent changes, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.

If third parties bring claims against TETE, the proceeds held in trust could be reduced and the per-share liquidation price received by TETE’s shareholders may be less than $[_].

TETE’s placing of funds in trust may not protect those funds from third party claims against TETE. Although TETE has received from many of TETE’s vendors, service providers (other than its independent accountants) and the companies TETE considered acquiring and with which it entered into non-disclosure agreements, including Holdings and the other potential business combination candidates disclosed under the section entitled “Proposal No. 2 – The Business Combination Proposal –Background of the Business Combination,” executed agreements waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of TETE’s public shareholders, they may still seek recourse against the trust account. Additionally, a court may not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of TETE’s public shareholders. If TETE liquidates the trust account before the completion of a business combination and distributes the proceeds held therein to its public shareholders, the Sponsor has contractually agreed that it will be liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us, but only if such a vendor or prospective target business does not execute such a waiver. However, TETE cannot assure you that the Sponsor will be able to meet such obligation. Therefore, the per-share distribution from the trust account for our shareholders may be less than $[_] due to such claims.

Additionally, if TETE is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in TETE’s bankruptcy estate and subject to the claims of third parties with priority over the claims of its shareholders. To the extent any bankruptcy claims deplete the trust account, TETE may not be able to return $[_] per-share to our public shareholders.

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 it assets and/or TETE was unable to pay its debts as they fell due.

TETE’s Existing M&A provides that it will continue in existence only until February 20, 2026 (unless otherwise extended). If TETE is unable to consummate a transaction within the required time periods, upon notice from TETE, the trustee of the trust account will distribute the amount in its trust account to its public shareholders. Concurrently, TETE shall pay, or reserve for payment, from funds not held in trust, its liabilities and obligations, although TETE cannot assure you that there will be sufficient funds for such purpose. If there are insufficient funds held outside the trust account for such purpose, the Sponsor has contractually agreed that, if it liquidates prior to the consummation of a business combination, the Sponsor will be liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by TETE for services rendered or contracted for or products sold to it, but only if such a vendor or prospective target business does not execute such a waiver.

Thereafter, TETE’s sole business purpose will be to dissolve through the voluntary liquidation procedure under the Cayman Companies Act. In such a situation under the Cayman Companies Act, a liquidator would be appointed and within 28 days of the commencement of a voluntary winding up, the liquidator shall file a notice of winding up with the Registrar of Companies; file the liquidator’s consent to act with the Registrar of Companies, file the declaration of solvency made by the directors with the Registrar of Companies, and publish notice of the winding up in the Gazette. As soon as the affairs of TETE are fully wound-up, the liquidator must make a report and an account of the winding up showing how it has been conducted and how the Company’s property has been disposed of and thereupon shall call an extraordinary general meeting of TETE for the purpose of laying before it the account and giving an explanation for it. At least 21 days before the meeting the liquidator shall send a notice specifying the time, place and object of the meeting to each contributory in any manner authorized by TETE’s Existing M&A and published in the Gazette. The liquidator shall no later than 7 days after the meeting, make a return to the Registrar of Companies in the prescribed form specifying the date on which the meeting was held; and if a quorum was present, particulars of the resolutions, if any, passed at the meeting. The Registrar of Companies shall, within three days of receiving a liquidator’s return, register such return and upon the expiration of three months from the registration of the return TETE is deemed to be dissolved. It is TETE’s intention to liquidate the trust account to its public shareholders as soon as reasonably possible and TETE’s Initial Shareholders have agreed to take any such action necessary to liquidate the trust account and to dissolve TETE as soon as reasonably practicable if TETE does not consummate a business combination within the required time period. Pursuant to TETE’s Existing M&A, failure to consummate a business combination by February 20, 2026 (unless otherwise extended) will trigger an automatic winding up of TETE.

If TETE is forced to enter into an insolvent liquidation, then 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. As a result, a liquidator could seek to recover all amounts received by TETE’s shareholders. Furthermore, TETE’s board may be viewed as having breached their fiduciary duties to its creditors and/or may have acted in bad faith, and thereby exposing itself and TETE to claims of damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. TETE cannot assure you that claims will not be brought against it for these reasons.

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.

Even though TETE conducted a due diligence investigation of Super Apps, it cannot be sure that this diligence uncovered all material issues that may be present inside Super Apps, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Super Apps’s and outside of its control will not later arise.

TETE’s directors and officers may have certain 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, your interests as a shareholder.

TETE’s management and directors have interests in and arising from the Business Combination that are different from, or in addition to, your interests as a shareholder, which could result in a real or perceived conflict of interest. These interests include the fact that certain of the TETE Shares owned by TETE’s management and directors, or their affiliates and associates, would become worthless if the Business Combination Proposal is not approved and TETE otherwise fails to consummate a business combination prior to its liquidation date.

Activities taken by existing TETE shareholders to increase the likelihood of approval of the business combination proposal and the other proposals described in this proxy statement/prospectus could have a depressive effect on TETE’s shares.

At any time prior to the extraordinary general meeting, during a period when they are not then aware of any material nonpublic information regarding TETE or its securities, the Sponsor, directors, officers, advisors or any of their respective affiliates and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of TETE ordinary shares or vote their shares in favor of the business combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to consummate the Transactions where it appears that such requirements would otherwise not be met in connection with the consummation of the Business Combination. Entering into any such arrangements may have a depressive effect on TETE ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares they own, either prior to or immediately after the extraordinary general meeting. As of the date of this proxy statement, no such transactions have occurred nor are they planned to occur.

All of TETE’s officers and directors own TETE Shares and TETE Warrants which will not participate in liquidation distributions and, therefore, they may have a conflict of interest in determining whether the business combination is appropriate.

All of TETE’s Initial Shareholders, including its officers and directors directly or indirectly own an aggregate of 2,875,000 Insider Shares and 532,500 TETE Units. Pursuant to the letter agreement, dated January 14, 2023, by and among TETE and our Initial Shareholders, our Initial Shareholders agreed, for no additional consideration, to waive their right to redeem these shares, or to receive distributions with respect to these shares upon the liquidation of the trust account if TETE is unable to consummate a business combination. Accordingly, the TETE Shares, as well as the TETE Units purchased by our officers or directors, will be worthless if TETE does not consummate a business combination. Based on a market price of $[_] per one Public Share on [●], 2025, and $[_] per one TETE Warrant on [●], 2025, the value of these shares and units was approximately $[_]. The TETE Shares acquired prior to the IPO, as well as the TETE Units will be worthless if TETE does not consummate a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting Super Apps as a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of the Business Combination are appropriate and in TETE’s shareholders’ best interest.

TETE is requiring 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 is requiring public shareholders who wish to redeem their ordinary shares to either tender their certificates to our Transfer Agent at any time at or prior to the extraordinary general meeting or to deliver their shares to the Transfer Agent electronically using the Depository Trust Company’s, or DTC, DWAC (deposit/withdrawal at custodian) system. In order to obtain a physical certificate, a shareholder’s broker and/or clearing broker, DTC and TETE’s Transfer Agent will need to act to facilitate this request. 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 to obtain a physical stock certificate. While we have been advised that it takes a short time to deliver shares through the DWAC system, we cannot assure you of this fact. Accordingly, if it takes longer than TETE anticipates for shareholders to deliver their Ordinary Shares, shareholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their Ordinary Shares.

TETE will require its public shareholders who wish to redeem their Ordinary Shares in connection with the Business Combination to comply with specific requirements for redemption described above, such redeeming shareholders may be unable to sell their securities when they wish to in the event that the Business Combination is not consummated.

If TETE requires public shareholders who wish to redeem their ordinary shares in connection with the proposed Business Combination to comply with specific requirements for redemption as described above and the Business Combination is not consummated, TETE will promptly return such certificates to its public shareholders. Accordingly, investors who attempted to redeem their Ordinary Shares in such a circumstance will be unable to sell their securities after the failed acquisition until TETE has returned their securities to them. The market price for Public Shares may decline during this time holders of such shares may not be able to sell their securities when they wish to, even while other shareholders that did not seek redemption may be able to sell their securities.

TETE’s Initial Shareholders, including its officers and directors, control a substantial interest in TETE and thus may influence certain actions requiring a shareholder vote.

As of the Record Date, TETE’s Initial Shareholders, including all of its officers and directors, directly and indirectly collectively own approximately [_]% of its issued and outstanding Ordinary Shares. However, if a significant number of shareholders vote, or indicate an intention to vote, against the Business Combination, TETE’s officers, directors, Initial Shareholders or their affiliates could make such purchases in the open market or in private transactions in order to influence the vote. TETE’s Initial Shareholders have agreed to vote any shares they own in favor of the Business Combination.

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.

Certain officers and directors of TETE participate in arrangements that provide them with interests in the Business Combination that may be different from that of other investors, including, among others, the continued service as an officer or director of PubCo, severance benefits, equity grants, continued indemnification and the potential ability to sell an increased number of ordinary shares of PubCo, as well as potential direct or indirect interests arising from other business ventures they may be involved with. For more information concerning the interests of TETE and Holdings executive officers and directors, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” in this proxy statement/prospectus.

These interests, among others, 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 shareholders rather than liquidate. In considering the recommendations of the TETE Board to vote for the proposals, its shareholders should consider these interests.

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.

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 TETE completes an initial business combination. The dilution would increase to the extent that public shareholders seek redemptions from the Trust Account for their public shares. 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 we complete an initial business combination, even if the Merger causes the trading price of PubCo’s Ordinary Shares to materially decline.

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. In addition, the Sponsor and directors and officers of TETE could potentially recoup their entire investment, inclusive of their investment in the Private Placement Units, even if the trading price of PubCo’s Ordinary Shares after the initial business combination is as low as $[_] per share. As a result, the Sponsor is likely to earn a substantial profit on its investment upon disposition of PubCo’s Ordinary Shares even if the trading price of PubCo’s Ordinary Shares declines after the consummation of the Business Combination. The Sponsor and directors and officers of TETE may therefore be economically incentivized to complete an initial business combination with a riskier, weaker-performing or less-established target business, or on terms less favorable to the public shareholders, rather than liquidating TETE.

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’s Initial Shareholders are entitled to make two demands that TETE register the resale of their Insider Shares at any time commencing 30 days after the completion of the initial business combination. Additionally, the purchasers of the Private Placement Units and our Initial Shareholders, officers and directors are also entitled to demand that we register the resale of the shares underlying the Private Placement Units, private placement warrants and private rights and any securities our Initial Shareholders, officers, directors or their affiliates may be issued in payment of working capital loans made to us. If such persons exercise their registration rights with respect to all of their securities, then there will be a substantial number of additional TETE Shares eligible for trading in the public market. The presence of these additional ordinary shares trading in the public market may have an adverse effect on the market price of TETE’s securities.

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.

The market price of TETE’s securities may decline as a result of the Business Combination if:

Accordingly, investors may experience a loss as a result of decreasing stock prices.

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.

Assuming the maximum redemption of [_] public shares, there will be 12,032,500 public warrants outstanding following the Closing, including public warrants held by public shareholders that have TETE redeem their public shares. Such public warrants had an aggregate market value of $[_] million, based on the closing price of the public warrants on the OTC Pink Market on [●], 2025, of $[_]. The exercise price of the public warrants is $11.50 per share. There can be no assurance that the public warrants will be in the money prior to their expiration and, as such, the warrants may expire worthless. The terms of public warrants may be amended in a manner that may be adverse to the holders. The warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and TETE, dated January 14, 2022, provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of a majority of the then-outstanding public warrants to make any change that adversely affects the interests of the registered holders. Accordingly, TETE may amend the terms of the warrants in a manner adverse to a holder if holders of at least a majority of the then-outstanding public warrants approve of such amendment. TETE’s ability to amend the terms of the public warrants with the consent of a majority of the holders of the then-outstanding public warrants is unlimited. Examples of such amendments could be amendments to, among other things, increase the exercise price of the public warrants, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a public warrant.

TETE may redeem unexpired warrants, in accordance with their terms, prior to their exercise at a time that is disadvantageous to holders of warrants.

Assuming the maximum redemption of [_] million public shares, there will be 12,032,500 public warrants outstanding following the Closing, including public warrants held by public shareholders that have TETE redeem their public shares. Such public warrants had an aggregate market value of $[_], based on the closing price of the public warrants on the OTC Pink Market on [●], 2025, of $[_]. TETE has the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met. TETE will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30 day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by TETE, TETE may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force holders thereof to (i) exercise warrants and pay the exercise price therefor at a time when it may be disadvantageous for such holder to do so, (ii) sell warrants at the then-current market price when such holder might otherwise wish to hold warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of such warrants. See “Questions and Answers About the Proposals — 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?” for more information.

We have no operating or financial history and our results of operations and those of PubCo may differ significantly from the unaudited pro forma financial data included in this proxy statement/prospectus.

We are a blank check company and we have no operating history and no revenues. This proxy statement/prospectus includes unaudited pro forma condensed combined financial statements for PubCo. The unaudited pro forma condensed combined statement of operations of PubCo combines our historical audited results of operations for the six months ended May 31, 2025, with the historical audited results of operations of Super Apps for the year ended June 30, 2025, and gives pro forma effect to the Business Combination as if it had been consummated on January 1, 2025. The unaudited pro forma condensed combined balance sheet of PubCo combines our historical balance sheets as of May 31, 2025, and of Super Apps as of June 30, 2025, and gives pro forma effect to the Business Combination as if it had been consummated on January 1, 2025.

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation and reflect limited historical financial data. Therefore, the unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations and financial position that would have been achieved had the Business Combination been consummated on the dates indicated above, or the future consolidated results of operations or financial position of PubCo. Accordingly, PubCo’s business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial statements included in this proxy statement/prospectus. For more information, please see the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

TETE is an “emerging growth company” and a “smaller reporting company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies

TETE is an “emerging growth company,” as defined in the JOBS Act. It may remain an “emerging growth company” for up to five years. However, if its non-convertible debt issued within a three-year period or revenues exceeds $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, TETE would cease to be an emerging growth company as of the following fiscal year.

As an emerging growth company, TETE is not required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, has reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statement/prospectus, and is exempt from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Additionally, as an emerging growth company, TETE has elected to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As such, TETE’s financial statements may not be comparable to companies that comply with public company effective dates. As a result, potential investors may be less likely to invest in our securities. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter. To the extent that we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

We may not be able to complete an initial business combination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.

The Sponsor is controlled by Tek Che Ng, an individual who resides in and is a citizen of Malaysia. In addition, the major shareholders of Holdings, Wan Heng Chee and Bradbury Private Investment XVIII are citizens of Malaysia and the British Virgin Islands, respectively. We are therefore likely considered a “foreign person” under the regulations administered by CFIUS and will continue to be considered as such in the future for so long as the Sponsor has the ability to exercise control over us for purposes of CFIUS’s regulations. As such, an initial business combination with a U.S. business may be subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If our potential initial business combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business combination. If we cannot complete our initial business combination by February 20, 2026 (unless such date is extended in accordance with TETE’s charter) because the review process drags on beyond such timeframe or because our initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public shareholders may only receive $[_] per share (including interest not previously released to TETE to pay its taxes), without taking into account any interest earned after [●], 2025, and our warrants will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company. The Business Combination with Holdings does not fall within CFIUS’s jurisdiction, and therefore the foregoing risk factor applies only if TETE were to seek a business combination with a U.S. target company.

We are not required to obtain a fairness opinion, or to update an outdated fairness opinion, unless our board is unable to independently determine the fair market value of a target business or businesses. Consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view.

TETE engaged Baker Tilly Malaysia to review TETE’s valuation of Super Apps on October 13, 2022. Baker Tilly Malaysia rendered its opinion to the TETE Board on January 3, 2023 that, from a financial point of view, the Merger Consideration to be paid by TETE in connection with the Business Combination was fair to the shareholders of TETE. In September 2025, Super Apps elected not to obtain an updated opinion regarding the fairness, from a financial point of view, to TETE of the Merger Consideration to be paid by TETE in connection with the Business Combination. TETE believes that the valuation of Super Apps as disclosed in the Baker Tilly Malaysia opinion has not significantly changed and that the valuation of Super Apps can continue to be relied upon for the reasons described in the section entitled “Background of the Business Combination.”

Unless our board is unable to independently determine the fair market value of a target business or businesses, we are not required to obtain an opinion, or to update and outdated fairness opinion, from an independent investment banking firm or other independent entity commonly engaged in rendering valuation opinions that the price we are paying is fair to our company from a financial point of view. Because the TETE Board has elected not to obtain an updated fairness opinion, TETE shareholders will be relying solely on the judgment of our board of directors since the fairness opinion is based on the information that was available to Baker Tilly Malaysia as of January 3, 2023, including projections for financial periods that have now passed, and the opinion does not take into account changes in circumstances or information after the date of the opinion. It should be noted, however, that although the TETE Board brings substantial experience in transactional, financial, and acquisition matters, some of them do not include prior evaluations of blank check companies like ours. Moreover, their personal and financial interests in the transaction may create potential conflicts of interest in analyzing the Business Combination.

Becoming a public company through a merger rather than an underwritten offering presents risks to unaffiliated investors. Subsequent to the completion of the Business Combination, PubCo may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and the price of PubCo’s securities, which could cause PubCo’s shareholders to lose some or all of their investment.

Becoming a public company through a merger rather than an underwritten offering, as Super Apps is seeking to do, presents risks to unaffiliated investors. Such risks include the absence of a due diligence investigation conducted by an underwriter that would be subject to liability for any material misstatements or omissions in a registration statement. As a result, PubCo may be forced to later write down or write off assets, restructure its operations, or incur impairment or other charges that could result in it reporting losses. Additionally, unexpected risks may arise and previously known risks may materialize. Even though these charges may be non-cash items and not have an immediate impact on PubCo’s liquidity, the fact that PubCo reports charges of this nature could contribute to negative market perceptions about the post-combination company or its securities. In addition, charges of this nature may cause PubCo to be unable to obtain future financing on favorable terms or at all.

TETE and Super Apps have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is consummated, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by PubCo if the Business Combination is consummated or by TETE if the Business Combination is not consummated.

TETE and Super Apps expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is consummated, TETE expects to incur approximately $645,000 in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by PubCo if the Business Combination is consummated or by TETE if the Business Combination is not consummated. If the Business Combination is not consummated, TETE may not have sufficient funds to seek an alternative business combination before February 20, 2026 (unless otherwise extended) and may be forced to liquidate and dissolve.

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

If a significant number of Public Shares are redeemed, TETE may be left with a significantly smaller number of shareholders. As a result, trading in the shares of PubCo following the Business Combination may be limited and your ability to sell your shares in the market could be adversely affected. Nasdaq may not list PubCo Ordinary Shares on its exchange, which could limit investors’ ability to make transactions in PubCo’s securities and subject TETE to additional trading restrictions.

PubCo will be required to meet the initial listing requirements to be listed on Nasdaq, and it may not be able 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.

If PubCo fails to meet the initial listing requirements and Nasdaq removes its securities from its exchange, PubCo could face significant material adverse consequences, including:

If Super Apps fails to maintain an effective system of internal controls, then PubCo may be unable to accurately report its results of operations, meet its reporting obligations, or prevent fraud.

Following the Business Combination, PubCo will be a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, requires that it include a report of management on its internal control over financial reporting in its annual report on Form 10-K. PubCo management may conclude that its internal control over financial reporting, based on those internal controls implemented by Super Apps prior to the Business Combination, is not effective to meet these new requirements. Moreover, even if PubCo’s management concludes that its internal control over financial reporting is effective, its independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with the company’s internal controls or the level at which its controls are documented, designed, operated, or reviewed, or if it interprets the relevant requirements differently from management. In addition, as a public company, PubCo will have reporting obligations that may place a significant strain on management, operational, and financial resources and systems for the foreseeable future. PubCo may be unable to timely complete its evaluation testing and any required remediation.

If PubCo fails to achieve and maintain an effective internal control environment, it could suffer material misstatements in its financial statements and fail to meet its reporting obligations, which would likely cause investors to lose confidence in its reported financial information. This could in turn limit its access to capital markets, harm its results of operations, and lead to a decline in the trading price of its shares. Additionally, ineffective internal control over financial reporting could expose PubCo to increased risk of fraud or misuse of corporate assets and subject it to potential delisting from Nasdaq, regulatory investigations, and/or civil or criminal sanctions.

The projections and forecasts presented in this proxy statement/prospectus may not be an indication of the actual results of the Business Combination or Super Apps’ future results.

Super Apps provided the Original Projections to TETE in connection with TETE’s evaluation of Super Apps. Super Apps believed the forecasts and assumptions incorporated into the Original Projections were reasonable at the time the Original Projections were prepared, given the information Super Apps had at that time and its business strategy and performance trends at such time.

However, as a result of the passage of time since the signing of the Merger Agreement in August 2023, in September 2025 Super Apps prepared new projections, as set forth under “Proposal No. 2 - The Business Combination Proposal - Certain Financial Projections Provided to the TETE Board - The Updated Projections,” to reflect the adjusted assumptions and expectations of Super Apps’ management regarding Super Apps for fiscal years 2026 and 2027. Accordingly, the Original Projections do not reflect Super Apps’ management’s view on future performance, and we caution you not to place undue reliance on the Original Projections in making a decision regarding the Business Combination.

None of the projections and forecasts included in this proxy statement/prospectus have been prepared with a view toward public disclosure other than to certain parties involved in the Business Combination or toward complying with SEC guidelines or GAAP. The projections and forecasts were prepared based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of Super Apps and TETE, and exclude, among other things, Business Combination-related expenses. Important factors that may affect actual results and results of Super Apps’ operations following the Business Combination or that could lead to such projections and forecasts not being achieved include, but are not limited to, demand for Super Apps’ services, an evolving competitive landscape, regulatory changes, successful management and retention of key personnel, unexpected expenses and general economic conditions. We caution you not to place undue reliance on any such projections and forecasts, as such projections and forecasts may be materially different than actual results.

PubCo will incur significant costs and management resources as a result of operating as a public company in the United States.

As a public company in the United States, PubCo will incur significant legal, accounting, compliance, and other expenses, and these expenses may increase even more after it is no longer an “emerging growth company.” Super Apps’s management and other personnel, who are anticipated to continue their current roles following the Business Combination, will need to devote a substantial amount of time and incur significant expense in connection with compliance initiatives. For example, in anticipation of becoming a public company in the United States, PubCo will need to ensure that its internal controls and disclosure controls and procedures are compliant with applicable regulations, that it has retained a transfer agent, and has adopted an insider trading policy. As a U.S. public company, PubCo will bear all of the internal and external costs of preparing and distributing periodic public reports in compliance with its obligations under the securities laws.

In addition, regulations and standards relating to corporate governance and public disclosure and the related rules and regulations implemented by the SEC and Nasdaq, have increased legal and financial compliance costs and will make some compliance activities more time-consuming. Super Apps and TETE expect that PubCo will invest resources to comply with evolving laws, regulations, and standards, and this investment will result in increased general and administrative expenses and may divert management’s time and attention from PubCo’s other business activities. If PubCo’s efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against PubCo, and its business may be harmed. In the future, it may be more expensive or more difficult for PubCo to obtain director and officer liability insurance, and it may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for PubCo to attract and retain qualified members of its board of directors, particularly to serve on its audit committee and Compensation Committee, and qualified executive officers.

TETE may waive one or more of the conditions to the Merger Agreement without resoliciting shareholder approval for the Business Combination.

TETE may agree to waive, in whole or in part, some of the conditions to its obligations in the Merger Agreement to consummate the Business Combination, to the extent permitted by applicable laws. The board of directors of TETE will evaluate the materiality of any waiver to determine whether amendment of this proxy statement/prospectus and resolicitation of proxies is warranted.

There will be a substantial number of TETE Shares available for sale in the future that may adversely affect the market price of TETE Shares.

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. Pursuant to the Merger Agreement, TETE will issue 110,000,000 PubCo Ordinary Shares as directed by Super Apps in consideration for the transactions contemplated therein. Accordingly, following the Business Combination, there will then be an additional approximately 110,000,000 shares that are eligible for trading in the public market. The availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of PubCo’s Ordinary Shares.

TETE’s shareholders and public warrant holders will experience immediate dilution as a consequence of the issuance of PubCo Ordinary Shares as consideration in the Business Combination, which will result in TETE’s shareholders and public warrant holders (upon exercise of the public warrants) having a minority share position in PubCo and a substantial reduction in the influence that TETE’s current shareholders and warrantholders have on the management of PubCo.

As disclosed above, TETE’s shareholders will experience immediate dilution as a consequence of the issuance of PubCo Ordinary Shares as consideration in the Business Combination, which will result in TETE’s shareholders and public warrant holders (upon exercise of the public warrants) having a minority share position in PubCo and a substantial reduction in the influence that TETE’s current shareholders and warrantholders have on the management of PubCo. You should read “Summary of the Proxy statement/prospectus - The Business Combination Proposal” and “Unaudited Pro Forma Condensed Combined Financial Statements” for further information.

PubCo does not have independent history as a separate public company and historically has relied on MobilityOne for financial, operational and managerial resources.

In the past, the operations of Super Apps and its subsidiaries have been a part of MobilityOne Sdn Bhd, (“MobilityOne”), a wholly-owned subsidiary of AIM quoted MobilityOne Limited, and MobilityOne provided them with certain financial, operational, and managerial resources for conducting its business. Following the Business Combination, while a number of these resources will continue to be at MobilityOne and used to provide services to PubCo, PubCo will perform certain of its own financial, operational, and managerial functions. There are no assurances that PubCo will be able to successfully put in place the financial, operational, and managerial resources necessary to perform these functions.

PubCo may not be able to obtain additional capital when desired, on favorable terms or at all.

Certain subsidiaries of Super Apps may require additional cash resources due to any investments or acquisitions they may decide to pursue. If the cash resources of these entities are insufficient to satisfy its requirements, PubCo may need to seek additional financing, including issuance of additional equity or debt securities or obtaining new or expanded credit facilities. PubCo’s ability to obtain external financing is subject to uncertainties, including its future financial condition, results of operations, cash flows, liquidity in the capital and lending markets, and governmental regulations. In addition, incurring indebtedness would subject PubCo to increased debt service obligations and could result in operating and financing covenants that may restrict operations. There can be no assurance that any financing that PubCo may need would be available in a timely manner or in amounts or on favorable terms, or at all. Any failure to raise funds on favorable terms could severely restrict its liquidity and have a material adverse effect on its business, financial condition, results of operations, and business prospects.

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.

Because Wan Heng Chee will hold approximately [_]% of the voting power of PubCo upon the closing of the Business Combination, PubCo will qualify as a “controlled company” within the meaning of the corporate governance standards of Nasdaq. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirement that (i) a majority of our board of directors consist of independent directors, (ii) we have a compensation committee that is composed entirely of independent directors and (iii) director nominees be selected or recommended to the board by independent directors. 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. PubCo may rely on the corporate governance exemptions only so long as we qualify as a controlled company. To the extent we rely on any of these exemption, our public shareholders will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq and we cannot predict the impact this may have on the price of our public shares.

The Reincorporation Merger may be a taxable event for U.S. Holders of Public Shares and TETE Warrants.

Subject to the limitations and qualifications described in “U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Consequences of the Reincorporation Merger to U.S. Holders,” the Reincorporation Merger should qualify as a “reorganization” within the meaning of Section 368 of the Code and, as a result, a U.S. Holder should not recognize gain or loss on the exchange of Public Shares or TETE Warrants for PubCo Ordinary Shares or PubCo Warrants, as applicable, pursuant to the Reincorporation Merger.

However, U.S. Holders of TETE securities who would be treated as 5 Percent Holders, and who do not enter into a GRA under applicable Treasury Regulations, may recognize gain (but not loss) as a result of the Reincorporation Merger if Section 367(a) of the Code and the Treasury Regulations promulgated thereunder apply to the Reincorporation Merger or if otherwise required under the PFIC rules. 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. The requirements under Section 367(a) are not discussed herein. If you believe that you will be a 5 Percent Holder, you are strongly urged to consult your tax advisor regarding the effect of the Reincorporation Merger to you taking into account the rules of Section 367(a) of the Code (including the possibility of entering into a GRA under applicable Treasury Regulations).

Alternatively, if the Reincorporation Merger does not qualify as a “reorganization” within the meaning of Section 368 of the Code, then a U.S. Holder that exchanges its Public Shares or TETE Warrants for the consideration under the Business Combination 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 therefor. 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. However, the rules under Section 367(a) and Section 368 of the Code are complex and there is limited guidance as to their application, particularly with regard to indirect stock transfers in cross-border reorganizations. 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.

In addition, U.S. Holders of Public Shares and TETE Warrants may be subject to adverse U.S. federal income tax consequences under the PFIC regime. Please see “U.S. Federal Income Tax Considerations — Passive Foreign Investment Company Status” for a more detailed discussion with respect to TETE’S potential PFIC status and certain tax implications thereof.

Further, because the Reincorporation Merger will occur immediately prior to the redemption of Public Shares, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of the Reincorporation Merger. All U.S. Holders considering exercising redemption rights with respect to their Public Shares are urged to consult with their tax advisors with respect to the potential tax consequences to them of the Reincorporation Merger and exercise of redemption rights.

Future changes to U.S. and non-U.S. tax laws could adversely affect PubCo.

The U.S. Congress and other government agencies in jurisdictions where PubCo and its affiliates will do business have had an extended focus on issues related to the taxation of multinational corporations. One example is in the area of “base erosion and profit shifting”, including situations where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. As a result, the tax laws in the countries in which PubCo and its affiliates do business could change on a prospective or retroactive basis, and any such changes could adversely affect PubCo and its affiliates.

PubCo may be or become a PFIC, which could result in adverse U.S. federal income tax consequences to U.S. Holders.

If PubCo or any of its subsidiaries is a PFIC for any taxable year, or portion thereof, that is included in the holding period of a U.S. Holder of the PubCo Ordinary Shares or PubCo Warrants, such U.S. Holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. There is no assurance that PubCo or its subsidiaries are not currently PFICs for U.S. federal income tax purposes for the taxable year of the Business Combination or for foreseeable future taxable years. Moreover, PubCo does not expect to provide a PFIC annual information statement for 2022 or going forward. Please see “U.S. Federal Income Tax Considerations — Passive Foreign Investment Company Status” for a more detailed discussion with respect to PubCo’s potential PFIC status and certain tax implications thereof. U.S. Holders are urged to consult their tax advisors regarding the possible application of the PFIC rules to holders of the PubCo Ordinary Shares and PubCo Warrants.

If PubCo ceases to qualify as a foreign private issuer, it would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and it would incur significant additional legal, accounting, and other expenses that it would not incur as a foreign private issuer.

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. In addition, it will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States domestic issuers, and it will not be required to disclose in its periodic reports all of the information that United States domestic issuers are required to disclose. If it ceases to qualify as a foreign private issuer in the future, it would incur significant additional expenses that could have a material adverse effect on its results of operations.

Because PubCo is a foreign private issuer and is exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if it were a domestic issuer.

PubCo’s status as a foreign private issuer exempts it from compliance with certain Nasdaq corporate governance requirements if it instead complies with the statutory requirements applicable to a Cayman Islands exempted company. The statutory requirements of PubCo’s home country of Cayman Islands do not strictly require a majority of its board to consist of independent directors. Thus, although a director must act in the best interests of PubCo, it is possible that fewer board members will be exercising independent judgment and the level of board oversight on the management the company may decrease as a result. In addition, the Nasdaq Listing Rules also require U.S. domestic issuers to have an independent compensation committee with a minimum of two members, a nominating committee, and an independent audit committee with a minimum of three members. PubCo, as a foreign private issuer, with the exception of needing an independent audit committee composed of at least three members, is not subject to these requirements. The Nasdaq Listing Rules may also require shareholder approval for certain corporate matters that PubCo’s home country’s rules do not. Following Cayman Islands governance practices, as opposed to complying with the requirements applicable to a U.S. company listed on Nasdaq, may provide less protection to you than would otherwise be the case.

Although as a Foreign Private Issuer, PubCo is exempt from certain corporate governance standards applicable to US domestic issuers, if PubCo cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of Nasdaq, PubCo’s securities may not be listed or may be delisted, which could negatively impact the price of its securities and your ability to sell them.

PubCo will seek to have its securities approved for listing on Nasdaq in connection with the Business Combination. PubCo cannot assure you that it will be able to meet those initial listing requirements at that time. Even if PubCo’s securities are listed on Nasdaq, it cannot assure you that its securities will continue to be listed on Nasdaq.

In addition, following the Business Combination, in order to maintain its listing on Nasdaq, PubCo will be required to comply with certain rules of Nasdaq, including those regarding minimum shareholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Even if PubCo initially meets the listing requirements and other applicable rules of Nasdaq, PubCo may not be able to continue to satisfy these requirements and applicable rules. If PubCo is unable to satisfy Nasdaq criteria for maintaining its listing, its securities could be subject to delisting.

If Nasdaq does not list PubCo’s securities, or subsequently delists its securities from trading, PubCo could face significant consequences, including:

This proxy statement/prospectus contains forward-looking statements. Forward-looking statements provide our current expectations or forecasts of future events. Forward-looking statements include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “might”, “ongoing,” “plan,” “possible”, “potential,” “predict,” “project,” “should”, “strive”, “would”, “will” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Examples of forward-looking statements in this proxy statement/prospectus include, but are not limited to, statements regarding our disclosure concerning Super Apps’ operations, cash flows, financial position and dividend policy.

Forward-looking statements appear in a number of places in this proxy statement/prospectus including, without limitation, in the sections entitled “Management’s Discussion and Analysis of Financial Conditions and Results of Operations of Super Apps,” and “Information About Super Apps.” The risks and uncertainties include, but are not limited to:

Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors described in the “Risk Factors” section of this proxy statement/prospectus. Accordingly, you should not rely on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus. We undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC after the date of this proxy statement/prospectus.

We are furnishing this proxy statement/prospectus to the TETE shareholders as part of the solicitation of proxies by our Board for use at the extraordinary general meeting of TETE shareholders to be held on [●], 2025 and at any adjournment thereof. This proxy statement/prospectus is first being furnished to our shareholders on or about [●], 2025 in connection with the vote on the Reincorporation Merger Proposal, the Business Combination Proposal, the Charter Amendment Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal. This document provides you with the information you need to know to be able to vote or instruct your vote to be cast at the extraordinary general meeting.

The extraordinary general meeting of shareholders will be held in person at [●] and virtually on [●], 2025 at [●] a.m., or such other date, time, and place to which such meeting may be adjourned. We are pleased to utilize virtual shareholder meeting technology to provide ready access and cost savings for our shareholders and the company. The virtual meeting format allows attendance from any location in the world. You will be able to attend, view the list of shareholders entitled to vote at the meeting, and submit questions during the meeting via a live audio cast available at [●].

To register to attend the extraordinary general meeting virtually, please follow these instructions as applicable to the nature of your ownership of our Ordinary Shares.

If your shares are registered in your name with Continental Stock Transfer & Trust Company (“Continental”) and you wish to attend the extraordinary general meeting online, go to [●], enter the control number you received on your proxy card and click on the “Click here” link to preregister for the online meeting link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to participate in the extraordinary general meeting virtually.

Beneficial shareholders who wish to participate in the extraordinary general meeting virtually must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and email a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial shareholders who email a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the extraordinary general meeting virtually. After contacting Continental, a beneficial shareholder will receive an email prior to the meeting with a link and instructions for entering the virtual meeting. Beneficial shareholders should contact Continental at least five Business Days prior to the meeting date.

You will need your control number for access. If you do not have your control number, contact Continental Stock Transfer & Trust Company at the phone number or email address below. Beneficial investors who hold shares through a bank, broker, or other intermediary, will need to contact them and obtain a legal proxy. Once you have your legal proxy, contact Continental to have a control number generated. Continental contact information is as follows: +1 917-262-2373, or email proxy@continentalstock.com.

At the extraordinary general meeting, we are asking holders of TETE Shares to approve the following proposals:

TETE’s board of directors have interests that may be different from or in addition to your interests as a shareholder. See “Proposal No. 2 – The Business Combination Proposal — Interests of Certain Persons in the Business Combination” in this proxy statement/prospectus for further information.

Our board of directors 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 amendments to our 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.”

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

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, MobilityOne Ltd., OneShop Retail, ANGKASA and MyIsCo.

We have fixed the close of business on [●], 2025, as the “Record Date” for determining those TETE shareholders entitled to notice of and to vote at the extraordinary general meeting. As of the close of business on the Record Date, there were 3,982,043 TETE Shares outstanding and entitled to vote. Each holder of TETE Shares is entitled to one vote per share on each of the Reincorporation Merger Proposal, the Business Combination Proposal, the Charter Amendment Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal.

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 52.2% of TETE’s issued and outstanding Ordinary Shares. With respect to the Business Combination, TETE’s Initial Shareholders have agreed to vote their respective Ordinary 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.

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 represented by proxy. Abstentions present in person, including by virtual attendance, and represented by proxy will count as present for the purposes of establishing a quorum but broker non-votes will not. As of the Record Date for the extraordinary general meeting, [_] Ordinary Shares would be required to achieve a quorum.

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 thereon at the extraordinary general meeting. Further, approval of the Charter Amendment Proposals, the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Director Election 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 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.

The Business Combination Proposal is conditioned upon the approval of Proposal No. 1 and Proposal No. 5. Proposals No. 1, 3, 4, 5, 6 and 7 are dependent upon approval of the Business Combination Proposal. TETE’s Initial Shareholders, who as of the Record Date owned 2,875,000 Insider Shares and 532,500 Private Shares, or approximately 52.2% of the issued and outstanding TETE Shares, have agreed to vote their respective Ordinary Shares acquired by them prior to the initial public offering in favor of the Business Combination Proposal and related proposals. Therefore, approximately 22.8% of the TETE Shares held by our public shareholders will need to vote in favor of the Business Combination Proposal for the Business Combination Proposal to be approved (assuming all such shareholders are represented in person or by proxy and entitled to vote at the extraordinary general meeting).

In connection with any vote for a proposed business combination, including the vote with respect to the business combination proposal, the Sponsor and the Initial Shareholders have agreed to vote the Insider Shares as well as any ordinary shares acquired in the market in favor of such proposed business combination.

Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our Sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares or not redeem their public shares. Our Sponsor, officers, directors and/or their affiliates plan to enter into privately negotiated transactions with shareholders not to redeem their public shares in an amount that will allow TETE to retain an aggregate of at least $5,000,000 in its trust account upon consummation of the Business Combination. None of the funds in the trust account will be used to purchase public shares in such transactions.

Please see “Risk Factors — Activities taken by existing TETE shareholders to increase the likelihood of approval of the business combination proposal and the other proposals described in this proxy statement could have a depressive effect on TETE’s shares.”

Each TETE Share that you own in your name entitles you to one vote for each Proposal on which such shares are entitled to vote at the extraordinary general meeting. Your proxy card shows the number of Ordinary Shares that you own.

There are two ways to ensure that your TETE Shares, as applicable, are voted at the extraordinary general meeting:

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF THE BUSINESS COMBINATION PROPOSAL (AS WELL AS THE OTHER PROPOSALS). IN ORDER TO REDEEM YOUR SHARES, YOU MUST TENDER YOUR SHARES TO OUR TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARES FOR REDEMPTION BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT/WITHDRAWAL AT CUSTODIAN (“DWAC”) SYSTEM. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THESE TENDERED SHARES WILL NOT BE REDEEMED FOR CASH AND WILL BE RETURNED TO THE APPLICABLE SHAREHOLDER. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER OR BANK TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

If you have any questions about how to vote or direct a vote in respect of your Ordinary Shares, you may call Morrow Sodali LLC, our proxy solicitor, at (800) 662-5200, or TETE at ++60 1 2334 8193.

Pursuant to TETE’s Existing M&A, a holder of Public Shares may demand that TETE redeem such Ordinary 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 [●], 2025, this would have amounted to approximately $[_] per share.

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

TETE shareholders will be entitled to redeem their Public Shares for a full pro rata share of the trust account (currently anticipated to be approximately $[_]) net of taxes payable.

In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to TETE’s Transfer Agent or deliver your shares to the Transfer Agent electronically using The Depository Trust Company’s DWAC (deposit/withdrawal at custodian) system, in each case, by two Business Days prior to the extraordinary general meeting.

Through the DWAC system, this electronic delivery process can be accomplished by contacting your broker and requesting delivery of your shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a shareholder’s broker and/or clearing broker, Deposit Trust Company, and TETE’s Transfer Agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge the tendering broker $45 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is TETE’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. TETE does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical share certificate. Shareholders who request physical share certificates and wish to redeem may be unable to meet the deadline for tendering their Ordinary Shares before exercising their redemption rights and thus will be unable to redeem their Ordinary Shares.

In the event that a shareholder tenders its Ordinary Shares and decides prior to the consummation of the Business Combination that it does not want to redeem its Ordinary Shares, the shareholder may withdraw the tender. In the event that a shareholder tenders Ordinary Shares and the Business Combination is not consummated, these Ordinary Shares will not be redeemed for cash and the physical certificates representing these Ordinary Shares will be returned to the shareholder promptly following the determination that the Business Combination will not be consummated. TETE anticipates that a shareholder who tenders Ordinary Shares for redemption in connection with the vote to approve the Business Combination would receive payment of the redemption price for such Ordinary Shares soon after the completion of the Business Combination.

If properly demanded by TETE’s public shareholders, TETE will redeem each share into a pro rata portion of the funds available in the trust account, calculated as of two Business Days prior to the anticipated consummation of the Business Combination. As of the Record Date, this would amount to approximately $[_]. If you exercise your redemption rights, you will be exchanging your Public Shares for cash and will no longer own the Ordinary Shares. If TETE is unable to consummate the Business Combination by February 20, 2026 (unless otherwise extended), then it will liquidate and dissolve and public shareholders would be entitled to receive approximately $[_] per share upon such liquidation.

TETE is requiring the TETE public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to TETE’s Transfer Agent, or to deliver their shares to the Transfer Agent electronically using Depository Trust Company’s DWAC (deposit/withdrawal at custodian) system, at the holder’s option prior to two Business Days immediately preceding the extraordinary general meeting. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge the tendering broker $45.00 and it would be up to the broker whether to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether TETE requires holders seeking to exercise redemption rights to tender their ordinary shares. The need to deliver ordinary shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effected.

Any request for redemption, once made, may be withdrawn at any time up to two Business Days immediately preceding the extraordinary general meeting. Furthermore, if a shareholder delivered his certificate for redemption and subsequently decided prior to the date immediately preceding the extraordinary general meeting not to elect redemption, he may simply request that the Transfer Agent return the certificate (physically or electronically).

A redemption payment will only be made in the event that the proposed Business Combination is consummated. If the proposed Business Combination is not consummated for any reason, then public shareholders who exercised their redemption rights would not be entitled to receive the redemption payment. In such case, TETE will promptly return the share certificates to the public shareholder.

In respect of the Reincorporation Merger Proposal and the Business Combination Proposal, under the section 238 of the Cayman Companies Act, shareholders of a Cayman Islands company ordinarily have dissenters’ rights with respect to a statutory merger.

The Cayman Companies Act prescribes when dissenters’ rights will be available and provides that shareholders are entitled to receive fair value for their shares if they exercise those rights in the manner prescribed by the Cayman Companies Act. Pursuant to section 239(1) of the Cayman Companies Act, dissenters’ rights are not available if an open market for the shares exists on a recognized stock exchange, such as Nasdaq, for a specified period after the merger is authorized (such period being the period in which dissenter’s rights would otherwise be exercisable). It is anticipated that, if the Business Combination is approved, it may be consummated prior to the expiry of such specified period and accordingly the exemption under section 239(1) of the Companies Act may not be available. However, pursuant to the terms of the Business Combination Agreement, TETE and Super Apps may agree a later Closing Date by agreement in writing. Such deferral, if agreed between TETE and Super Apps, may result in the consummation of the Reincorporation Merger and / or the Acquisition Merger not occurring until after the expiry of the specified period, thereby allowing the exemption in section 239(1) of the Companies Act to be relied upon.

Regardless of whether dissenters’ rights are or are not available, Public Shareholders can exercise their Redemption Rights as described herein. The TETE Board has determined that the redemption proceeds payable to Public Shareholders who exercise their Redemption Rights represent the fair value of the Public Shares.

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 meeting if you revoke your proxy before it is voted at the extraordinary general meeting.

On November 26, 2021, an aggregate of 2,875,000 Insider Shares was sold to our Initial Shareholders as the “Insider Shares,” for an aggregate purchase price of $25,000. Simultaneous with the consummation of the IPO, we consummated the private placement of 532,500 “Private Placement Units” at a price of $10.00 per Private Placement Unit, generating total proceeds of $5,325,000. The Private Placement Units were purchased by TETE’s Sponsor.

Pursuant to a registration rights agreement between us and our Initial Shareholders, our Initial Shareholders are entitled to make up to two registration demands that TETE register such securities. The holders of the Insider Shares and the private units can elect to exercise these registration rights at any time commencing 30 days after the initial business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a business combination. TETE will bear the expenses incurred in connection with the filing of any such registration statements.

At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or our securities, our Initial Shareholders, Super Apps and/or their directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Initial Shareholders, Super Apps and/or their directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. Our Initial Shareholders, Super Apps, and/or their directors, officers, advisors or respective affiliates may also purchase public shares from institutional and other investors who indicate an intention to redeem our shares, or, if the price per share of our shares falls below $10.00 per share, such parties may seek to enforce their redemption rights.

The above-described activity could be especially prevalent in and around the time of Closing. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that (i) each of the Charter Amendment Proposals, the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal are each approved by 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 at the extraordinary general meeting and entitled to vote on such matter, (ii) the Reincorporation Merger Proposal is approved by 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 represented by proxy at the extraordinary general meeting, and (iii) otherwise limit the number of public shares electing to redeem. Our Initial Shareholders, Super Apps and/or their directors, officers, advisors or respective affiliates may also purchase shares from institutional and other investors for investment purposes.

Entering into any such arrangements may have a depressive effect on the Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he, she or they own, either at or prior to the Business Combination. If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. We will file or submit a current report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

The discussion in this proxy statement/prospectus of the Business Combination and the principal terms of the Merger Agreement, is subject to, and is qualified in its entirety by reference to, the Merger Agreement. The full text of the Merger Agreement and the Plan of Merger for the Reincorporation Merger is attached hereto as Annex A-1, which is incorporated by reference herein.

The purpose of the Reincorporation Merger is to establish a Cayman Islands exempted company as the parent entity of Super Apps that would be a “foreign private issuer” as that term is defined under the Exchange Act. As a result of the Reincorporation Merger, the TETE shareholders will no longer be shareholders of TETE and (other than the TETE shareholders who exercise their redemption rights) will become shareholders of PubCo, a foreign private issuer.

As a foreign private issuer, PubCo will be exempt from certain rules under the Exchange Act, prescribing the furnishing and content of proxy statement/prospectus, 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. In addition, PubCo will not be required under the Exchange Act to file quarterly periodic reports and financial statements with the SEC, and will not be required to disclose in its periodic reports all of the information that U.S. domestic issuers are required to disclose. PubCo will also be permitted to follow corporate governance practices in accordance with Cayman Islands law in lieu of most of the corporate governance rules set forth by Nasdaq. As a result, PubCo’s corporate governance practices differ in some respects from those required to be followed by U.S. companies listed on a national securities exchange.

The Merger Agreement was entered into by and among TETE, PubCo, Merger Sub, Holdings, Super Apps, Technology & Telecommunication LLC, and Loo See Yuen on August 2, 2023. Upon the approval of the Merger Agreement and the Plans of Merger by the TETE shareholders, PubCo and TETE will execute the Reincorporation Merger Plan of Merger, which shall be filed with the Registrar of Companies in the Cayman Islands with certain other documents on or prior to the Closing Date. On the Closing Date, TETE will reincorporate to the Cayman Islands by merging with and into the PubCo, a Cayman Islands exempted company. The separate corporate existence of TETE will cease and PubCo will continue as the surviving company. In connection with the Reincorporation Merger, all outstanding TETE Units will separate into their individual components of TETE Class A ordinary shares and TETE Warrants and 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) 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) one validly issued PubCo Class A 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 Class A Ordinary Share (or equivalent portion thereof). The PubCo Warrants will have substantially the same terms and conditions as set forth in the TETE Warrants.

Along with the approval of the Business Combination Proposal and the approval of Nasdaq Proposal, approval of the Reincorporation Merger is a condition to the consummation of the Business Combination. If the Reincorporation Merger Proposal is not approved, the Business Combination will not take place. In addition, if the Nasdaq Proposal is not approved, the Reincorporation Merger Proposal will have no effect (even if approved by the requisite vote of our shareholders at the Meeting of any adjournment thereof) and the Business Combination will not occur.

The Reincorporation Merger Proposal will be approved and adopted only if holders of at least two-thirds (2/3) of the issued and outstanding TETE ordinary shares present in person, by virtual attendance or represented by proxy and entitled to vote and voted at the Meeting vote “FOR” the Reincorporation Merger Proposal.

“RESOLVED, as a special resolution, and subject to the passing of the Business Combination Proposal, that the plan of merger relating to the Reincorporation Merger be authorized, approved and confirmed in all respects, that TETE be and is hereby authorized to enter into the plan of merger relating to the Reincorporation Merger, and that the merger of TETE with and into TETE TECHNOLOGIES INC with TETE TECHNOLOGIES INC surviving the merger, be authorized, approved and confirmed in all respects.”

“RESOLVED, as a special resolution, and subject to the passing of the Business Combination Proposal, that the proposed merger of TETE and PubCo pursuant to the Companies Act (Revised) of the Cayman Islands, with PubCo being the surviving entity, upon the terms contained in the Plan of Merger (as defined below) (the “Reincorporation Merger”) be and is hereby approved, adopted, ratified, and confirmed in all respects;

RESOLVED, as a special resolution, that the provisions of a plan of merger between TETE and PubCo (the “Reincorporation Merger Plan of Merger”) be and are hereby approved, adopted, ratified, and confirmed in all respects;

RESOLVED, as a special resolution, that the directors of TETE be and are hereby authorised to make such amendments to the Reincorporation Merger Plan of Merger, and to settle all documentation and to take any steps necessary to give effect to the foregoing resolutions as they shall, in their absolute discretion, think fit; and

RESOLVED, as a special resolution, that the Plan of Merger be executed by any one director on behalf of TETE and any one director, Ogier (Cayman) LLP or TETE’s registered office provider be authorised to submit the Reincorporation Merger Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands and to make such additional filings or take such additional steps as they deem necessary in respect of the Reincorporation Merger.”

OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE REINCORPORATION MERGER UNDER PROPOSAL NO. 1.

We are asking our shareholders to adopt and approve, as an Ordinary Resolution, the Merger Agreement, certain related agreements, and the transactions contemplated thereby (including the Business Combination). TETE shareholders should carefully read this proxy statement/prospectus in its entirety for more detailed information concerning the Merger Agreement, which is attached as Annex A-1 to this proxy statement/prospectus, and the transactions contemplated thereby. Please see “– The Merger Agreement” below for additional information and a summary of certain terms of the Merger Agreement. You should read the Merger Agreement in its entirety before voting on this proposal.

Because we are holding a shareholder vote on the Business Combination, we may consummate the Business Combination only if it is approved by the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares present in person or represented by proxy and entitled to vote on such matter at the extraordinary general meeting.

The discussion in this proxy statement/prospectus of the Business Combination and the principal terms of the Merger Agreement, is subject to, and is qualified in its entirety by reference to, the Merger Agreement. The full text of the Merger Agreement is attached hereto as Annex A-1, which is incorporated by reference herein.

This subsection of the proxy statement/prospectus describes the material provisions of the Merger Agreement but does not purport to describe all of the terms of the Merger Agreement. You should read the Merger Agreement in its entirety because it is the primary legal document that governs the Business Combination. The Merger Agreement contains representations, warranties, and covenants that the respective parties made to each other as of the date of the Merger Agreement or other specific dates. The assertions embodied in those representations, warranties, and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement. The representations, warranties, and covenants in the Merger Agreement are also modified in part by the underlying disclosure schedules of the parties (together, the “disclosure schedules”), which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the disclosure schedules contain information that is material to an investment decision. Additionally, the representations and warranties of the parties to the Merger Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement/prospectus. Accordingly, no person should rely on the representations and warranties in the Merger Agreement or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of facts about TETE, PubCo, Merger Sub, Holdings, Super Apps, or any other matter.

On October 19, 2022, TETE entered into the Merger Agreement 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 [ ], 2023 between 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.

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 (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.

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. Stock certificates evidencing the Merger Consideration shall bear restrictive legends as required by any securities laws at the time of the Business Combination.

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.

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

The Merger Agreement also provides that TETE shall maintain its listing on Nasdaq until the Closing. On January 23, 2025, TETE’s securities were suspended on Nasdaq with immediate effect after TETE gave notice that it would be unable to regain compliance with Nasdaq’s continued listing requirements. On January 23, 2025, TETE Class A ordinary shares, warrants and units were listed and began trading on the Pink Limited Market tier of the OTC Markets. Though Bradbury Capital Holdings has currently agreed not to terminate the Business Combination as a result of the delisting, Bradbury Capital Holdings retains the right to terminate the Business Combination at any time. As a result, the delisting of our securities may impact our ability to close the Business Combination.

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:

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.

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:

The obligations of TETE 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:

For the avoidance of doubt, OneShop Retail operates the business and controls the assets being acquired by TETE in the Business Combination and, as such, the OneShop Retail Closing is a condition precedent to the Business Combination that cannot be waived. The Business Combination cannot proceed prior to or without the OneShop Retail Closing.

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

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.

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

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.

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.

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.

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.

TETE is a blank check company formed as a Cayman Islands exempted company on November 8, 2021 in order to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Merger is the result of an extensive search for a potential business combination, whereby TETE evaluated a large number of potential targets utilizing TETE’s global network and the investing, operating and transaction experience of TETE’s management team, advisory partners and the TETE Board. The terms of the Merger are the result of arm’s-length negotiations between representatives of TETE and representatives of Super Apps over the course of several months. The following is a brief discussion of the background of these negotiations, the Merger Agreement and the other transaction-related documents.

After the TETE IPO, TETE commenced an active search for prospective businesses and acquisition targets, reviewing a large number of potential targets. Representatives of TETE, TETE management, the Sponsor and members of the TETE Board either contacted or were contacted by a number of individuals, entities and third-party financial advisors with respect to business combination opportunities.

In general, TETE looked for companies with a strong management team and a stable cash generative business that would benefit from being listed on a national securities exchange.

In connection with their evaluation of potential initial acquisition targets, TETE and its management and/or affiliates, including the Sponsor:

● considered and conducted an analysis of over seven potential acquisition targets (including Super Apps);

● entered into non-disclosure agreements and discussions with approximately 8 of such potential acquisition targets, the terms of each of which were customary and did not include standstill obligations;

● each of which outlined the terms of a proposed business combination, and 7 of which did not progress beyond such initial discussions; and

● ultimately engaged in detailed discussions, due diligence and negotiations with two potential acquisition targets: Company A and Super Apps. Company A is a premium supermarket operator.

On March 8, 2022, EF Hutton, TETE’s financial advisor, contacted TETE to determine if TETE was interested in exploring a business combination with their client, which was seeking to go public via a business combination transaction with a SPAC. On March 8, 2022, representatives of TETE had a virtual meeting with Company A’s management team and its advisors to discuss the business, valuation expectations and process. On March 22, 2022, TETE signed a non-disclosure agreement with Company A and shortly thereafter received access to Company A’s virtual data room, which contained information on the business, including a management presentation, industry overview presentation and other supporting materials. After considering the results of the commercial, legal and financial due diligence and Company A’s expectations for large sums of money to remain in the trust account at closing in order to fund its operations, TETE and Company A mutually agreed to terminate discussions and no longer pursue a business combination.

As part of its evaluation of potential acquisition targets, TETE’s management and the TETE Board discussed on a regular basis the status of management’s and its representatives’ discussions with various acquisition targets. These updates generally addressed the potential targets under consideration and the status of the discussions, if any, with the respective acquisition targets. These updates continued throughout the period of time when TETE was evaluating various acquisition targets, including Company A and, subsequently, Super Apps.

On May 20, 2022, Wan Heng Chee held an initial call with Dato Hussian A. Rahman, the Chief Executive Officer of MobilityOne, to discuss a possible acquisition or strategic joint venture arrangement with MobilityOne or its affiliates.

On May 25, 2022, Wan Heng Chee and Dato Hussian A. Rahman met to further discuss the terms of a potential business arrangement. During this meeting, Wan Heng Chee proposed acquiring 100% of OneShop Retail for cash consideration and entering into an agreement with MobilityOne to continue to obtain MobilityOne’s support in operating the business after consummation of such acquisition.

From May 20, 2022 until August 16, 2022, the Super Apps and MobilityOne teams continued active yet confidential discussions and negotiations regarding the specific terms and conditions of acquiring OneShop Retail, the valuation of OneShop Retail, the level of MobilityOne’s post-acquisition support and potential structures to accomplish the post-acquisition business partnership. The parties commenced drafting the Joint Venture Agreement on August 16, 2022.

On June 8, 2022, Tek Che Ng, the Chief Executive Officer of TETE, held the initial meeting with Wan Heng Chee, a major shareholder of Super Apps, to discuss a potential transaction between TETE and Super Apps. Mr. Ng was introduced to Wan Heng Chee by Yeoh Chong Keng, an attorney, who is Wan Heng Chee’s personal attorney and has been an acquaintance of Mr. Ng for more than five years. Super Apps Holdings Sdn Bhd, a Malaysian private limited company, was incorporated on April 20, 2023 with plans to acquire OneShop Retail and enter into a joint venture with MobilityOne and collaboration agreement with MYISCO. Wan Heng Chee sought an introduction to Mr. Ng through his attorney in order to explore the possibility of a merger between TETE and Super Apps (upon completion of Super Apps’ proposed acquisition), which would allow Super Apps to access public markets for the growth and expansion of the business that would be carved-out of MobilityOne.

On July 8, 2022, TETE and Super Apps executed a non-disclosure agreement to facilitate the exchange of confidential information in connection with a potential transaction. Following execution of the non-disclosure agreement, TETE commenced its due diligence review of Super Apps’ non-public information.

The Bradbury Group and Mr. Wan Heng Chee identified an opportunity in the payments systems market in Malaysia and the ASEAN region and subsequently formed Super Apps, through which they began to negotiate the purchase of MobilityOne’s interest in OneShop Retail and entering into a joint venture with MobilityOne and the collaboration with MyIsCo. Except with respect to the Software License Agreement, as further explained below, TETE, the Sponsor and their affiliates had no involvement in the negotiation of the arrangements between Supper Apps, MobilityOne and MyIsCo, For the avoidance of doubt, neither the Sponsor nor any other person or party affiliated with TETE was involved in the formation of Super Apps. In addition, while Super Apps was formed for the purpose acquiring an interest in OneShop Retail and pursuing a joint venture with MobilityOne and the collaboration with MyIsCo, Super Apps was not formed in order to facilitate a transaction with TETE as shareholders of Super Apps were unknown to the Sponsor prior to the June 8, 2022 meeting between Tek Che Ng and Wan Heng Chee.

The reason why TETE did not directly acquire the 60% interest in OneShop Retail and the point of acquiring the interest indirectly through Super Apps was that:

(1) prior to the introductory meeting between Tek Che Ng and Wan Heng Chee, Super Apps was already in discussion with MobilityOne regarding the acquisition of an ownership interest in OneShop Retail;

(2) a key aspect of Super Apps’ strategy in pursuing the joint venture with MobilityOne was the growth potential that could be unlocked through the collaboration agreement with MyIsCo, which agreement was already being negotiated by Super Apps when Wan Heng Chee was introduced to Tek Che Ng; and

(3) the execution of the deal between MobilityOne, MyIsCo and Super Apps was made possible by The Bradbury Group’s network of relationships and TETE would not have been able to identify and arrange the joint venture opportunity with MobilityOne and the collaboration arrangement with MyIsCo.

On July 11, 2022, Tek Che Ng and Chow Wing Loke of TETE held a meeting with Wan Heng Chee in order to discuss in greater detail the transactions that Super Apps intended to consummate prior to the Business Combination. The representatives of Super Apps explained that OneShop Retail’s was wholly owned by MobilityOne and that it was engaged in the business of wholesaling all types of goods, materials and commodities to retail stores. Under the Joint Venture Agreement between Super Apps and MobilityOne, MobilityOne would contribute part of its existing electronic voucher business of selling mobile airtime, PayTV vouchers, game credits and other form of e-vouchers to OneShop Retail and provide technical and business support to OneShop Retail.

During the July 11, 2022 meeting, Super Apps presented the Original Projections to the TETE management team in connection with the diligence for the Business Combination. Super Apps prepared the Original Projections and believed that the forecasts and assumptions stated therein were reasonable at the time the Original Projections were prepared, given the information Super Apps had at that time. See “— Certain Financial Projections Provided to the TETE Board – The Original Projections” for additional details regarding the Original Projections.

As part of its diligence, during a meeting held on July 15, 2022 with the Super Apps’ management team, the TETE management team requested additional information regarding identity of the customers that would be transferred to OneShop Retail in connection with the joint venture between Super Apps and MobilityOne. Super Apps provided the information regarding the customers that would be part of the Carve-out Business, which includes:

Upon reviewing the diligence materials, TETE gained additional insight into Super Apps’ arrangement with MobilityOne to tap into MobilityOne’s robust business model and its potential to generate substantial revenue.

Notably, MobilityOne stood out due to its substantial revenue and the absence of significant additional investments required for expansion into ASEAN countries. This was attributed to MobilityOne’s 20-year history, which had already established licenses and infrastructure. In addition, given that MobilityOne was a subsidiary of a publicly listed company, unlike other potential targets that TETE had considered, MobilityOne maintained audited financial statements in accordance with the rules of the London Stock Exchange. Also, the Supper Apps team, leveraging the network and relationships of its management team, was negotiating a Collaboration Agreement with MyIsCo, a wholly owned subsidiary of MyAngkasa Digital Services Sdn Bhd (“MDS”), a Malaysian private limited company led by Angkatan Koperasi Kebangsaan Malaysia (“ANGKASA”). ANGKASA facilitates the monthly salary disbursements and other transactions for its large membership across Malaysia and other ASEAN countries.

The Collaboration Agreement therefore represents a significant opportunity for Super Apps to grow the business of MobilityOne in the ASEAN region. Even though Super Apps is a recently formed company with no operating history, in light of the foregoing factors, the management team of TETE viewed the plan and strategic infrastructure put in place by Super Apps as an opportunity that would create value for the shareholders of TETE.

TETE’s management team’s primary concern with the proposed structure, however, was the risk that the anticipated synergies would not be realized. As a result, when the TETE management team met with the Super Apps team on July 15, 2022 to discuss the valuation of the transaction, the TETE team introduced the concept of a revenue guarantee in order mitigate the risk that the expected revenue would not be met and to demonstrate the confidence of MobilityOne in the valuation of the Carve-out Business and its commitment to the joint venture.

On July 18, 2022, following consultation with the MobilityOne team, Super Apps confirmed in a telephone conversation with Tek Che Ng that MobilityOne was willing to guarantee the revenue of the joint venture in the year immediately after the closing of the proposed transactions and the revenue guarantee would be at the level of revenue achieved by the business to be carved out in the year preceding the closing of the transactions.

On July 20, 2022, representatives of EF Hutton, TETE and Loeb held a zoom call to discuss the Super Apps transaction and review a preliminary draft of the investor presentation for the transaction. Loeb and EF Hutton advised that the proposed structure of the transaction is not customary in the de-SPAC context and may result in substantial delays due to its complexity. The TETE team acknowledged that non-traditional nature of the proposed business combination but, on the basis of TETE’s management team’s vast experience with high-level business dealings in Malaysia, and the market position of MobilityOne in Malaysia and the size and reputation of MyIsCo, the TETE team’s view was that any potential challenges would be outweighed by the benefits of the opportunity.

As a measure to further mitigate the risks associated with the transaction, Tek Che Ng proposed to Wan Heng Chee of Super Apps in a zoom call held on July 21, 2022, that the Merger Consideration include an earn-out portion in order for the shareholders of Super Apps to share the risk that the Carve-out Business will not be able to satisfy the anticipated revenue target. In addition, due to the complexity of the transaction, Mr. Ng proposed that 10% of the Merger Consideration be held in escrow for post-closing indemnification purposes should any disputes arise in connection the Business Combination.

On July 22, 2022, representatives of TETE delivered an initial draft LOI to Super Apps outlining the basic parameters for a potential transaction between TETE and Super Apps. The initial letter of intent draft proposed, among other things: (i) a total enterprise value for Super Apps of approximately $1.1 billion; (ii) consideration to be paid in TETE shares, 10% of which would be held in escrow for the indemnification of TETE; and (iii) certain “lock-up” arrangements for the Sponsor and certain shareholders of Super Apps. TETE proposed the enterprise value of $1.1 billion for Super Apps based on TETE’s (i) review of the Projections, which assumed the consummation of the joint venture between Super Apps and MobilityOne, and (ii) review of comparable companies comprised of ManagePay Systems Berhad, GHL Systems Berhad, Revenue Group Berhad, Information Technology Consultants Limited, Euronet Worldwide, Inc., ACI Worldwide, Inc., Lesaka Technologies, Inc., and Network International Holdings plc.

The table below shows the valuation multiples of the comparable companies reviewed by the TETE management team:

The median valuation multiple among the comparable companies was 4.41x. At a valuation of $1.1 billion, Super Apps had a valuation multiple of 3.16x based on the projected revenue of PubCo in the first year after the closing of the Transactions of $368 million. Super Apps’ valuation multiple is lower than the minimum in the comparable group.

From July 22, 2022 to August 2, 2022, TETE’s management continued its due diligence of Super Apps and, during this period, both parties held several ad hoc discussions mainly regarding the total valuation of Super Apps. Following such discussions, TETE and Super Apps agreed that it is fair to TETE and Super Apps that a pre-transaction enterprise value of $1.1 billion would be the valuation of Super Apps in the Business Combination (subject to earn-out provisions).

During this period, from July 22, 2022 to August 2, 2022, Tek Che Ng and Chow Wing Loke of TETE and Wan Heng Chee and Loo See Yuen of had several telephonic discussions about the governance structure of PubCo, particularly how the existing management of TETE could add value to PubCo as officers and/or directors after the closing of the proposed Transactions. The parties agreed that the post-closing PubCo board of directors would consist of five directors, three of whom shall be designated by Super Apps and two by the Sponsor. In addition, the parties agreed that Chow Wing Loke, the current CFO of TETE, would assume the role of CFO of PubCo. The Sponsor subsequently designated Tek Che Ng and Chow Wing Loke to serve as members of PubCo board of directors.

On July 29, 2022, the TETE Board met via video conference to discuss the progress of the Super Apps merger. The TETE management team routinely updated the TETE Board on new potential business combination candidates added to the management’s target search, candidates no longer considered, the progress of the Super Apps negotiations. The TETE Board asked questions about the terms of the management’s draft of the letter of intent (“LOI”) as well as the terms of the proposed joint venture between MobilityOne and Super Apps and the collaboration with MyIsCo. The management team explained to the TETE Board at this meeting that the business of the post-Business Combination in the Super Apps transaction would include money lending, remittance, payment processing and e-commerce business. The TETE Board authorized the management team to continue pursuing the Super Apps transaction and to execute the revised LOI with the understanding that (i) the necessary licenses and regulatory authorization required to operate the businesses in Malaysia were already in place and (ii) and the entities involved in the transaction had been in business for decades (in the case of MobilityOne and MyIsCo) and would continue to be operated by their current management teams with deep industry expertise in Malaysia and the ASEAN region.

On August 2, 2022, representatives of TETE and Super Apps executed a letter of intent to facilitate the exchange of confidential information in connection with a potential transaction.

On August 5, 2022, representatives of Loeb delivered to TETE an initial due diligence request list to be shared with Super Apps. The initial due diligence request list requested information from Super Apps regarding general corporate matters, capitalization, financing, material contracts, labor and employment, employee benefits, litigation, intellectual property, data privacy, real property, regulatory and environmental, health and safety matters. Thereafter, representatives of Loeb, Jenny Chen-Drake, TETE and Super Apps continued to correspond with respect to various supplemental legal diligence questions and Super Apps provided the relevant documentation to the working group via email.

On August 16, 2022, Mr. Wan Heng Chee of Super Apps and his counsel, Mr. Yeoh Chong Keng of Iza Ng Yeoh & Kit began preparing a draft of the Joint Venture Cum Shareholders Agreement (the “Joint Venture Agreement”) and Share Sale Agreement. Because Super Apps was concurrently negotiating a business combination with TETE, the Joint Venture Agreement and Share Sale Agreement were prepared to: (i) reflect the proposed merger between TETE and Super Apps Holdings Sdn Bhd. In addition, since MobilityOne desired to retain of the ownership of OneShop Retail, Super Apps and MobilityOne agreed to restructure the transaction such that Super Apps would acquire a 60% equity interest in OneShop Retail pursuant to the Share Sale Agreement.

On August 19, 2022, Super Apps engaged Jenny Chen Drake of Jenny-Drake Law as its counsel for the proposed transaction.

On August 20, 2022, MobilityOne’s counsel, Mr. Kang Khai Lun of Eric Kang & Associated, received the draft Joint Venture Cum Shareholders Agreement and the Share Sale Agreement prepared by Iza Ng Yeoh & Kit.

On August 22, 2022, after discussions with MobilityOne, Iza Ng Yeoh & Kit emailed revised drafts of the Joint Venture Agreement and Share Sale Agreement to Derrick Chia of Super Apps and Eric Kang & Associated. The revised drafts reflected MobilityOne’s request to receive a portion of its acquisition consideration under the Share Sale Agreement in the form of PubCo shares. Super Apps agreed to transfer part of the merger consideration to be received from the business combination with TETE to MobilityOne, or to cause TETE to issue a portion of such Super Apps merger consideration shares directly to MobilityOne.

From August 20, 2022 to August 23, 2022, Wan Heng Chee and MobilityOne continued to actively negotiate drafts of the Joint Venture Agreement and the Share Sale Agreement. Super Apps and MobilityOne came to agreement regarding the final terms of Joint Venture Agreement and the Share Sale Agreement on August 24 2022. However, since Super Apps’ negotiations with TETE were still in progress and Super Apps had agreed to pay part of the consideration under the Share Sale Agreement with a portion of the Merger Consideration, MobilityOne and Super Apps held off on executing the agreements until finalizing of the TETE business combination negotiations.

On August 26, 2022, representatives of Loeb & Loeb LLP, counsel to TETE (“Loeb”), Law Offices of Jenny Chen-Drake, counsel to Super Apps (“Jenny Chen-Drake”), and TETE held an introductory telephonic call to discuss the structure of the proposed transaction and related tax matters. The parties agreed to structure the transaction as a triangular reverse merger whereby TETE would form a subsidiary in Malaysia which would merge with and into Super Apps, with Super Apps remaining as a wholly-owned subsidiary of TETE.

On several occasions, representatives of Loeb, TETE, Jenny Chen-Drake and Super Apps held virtual diligence sessions to address questions arising from Loeb’s legal due diligence review.

On September 20, 2022, representatives of Loeb delivered to Jenny Chen-Drake an initial draft of the Company Shareholder Support Agreement, pursuant to which each shareholder of Super Apps would agree to vote the shares of Super Apps they beneficially own in favor of each of the proposals to be included in the applicable written consent of Super Apps’ 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..

Also on September 20, 2022, representatives of Loeb delivered to Jenny Chen-Drake, among other ancillary documents, an initial draft of the Parent Shareholder Support Agreement, pursuant to which each certain shareholders of TETE would agree 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 Business Combination Agreement.

On September 21, 2022, Jenny Chen-Drake and or representatives of Super Apps delivered to Loeb a revised draft of the Merger Agreement that, among other things: (i) revised the provisions relating to Malaysian law; (ii) narrowed the scope of certain representations and warranties to be provided by Super Apps; (iii) provided materiality thresholds with respect to material contracts and the conduct of business covenants on TETE; and (vi) revised the proposed terms of the contemplated transaction financing.

Also on September 21, 2022, Jenny Chen-Drake and or representatives of Super Apps delivered to Loeb an initial draft of Super Apps’ disclosure schedules relating to the Merger Agreement. From September 22, 2022 through October 19, 2022, representatives of Jenny Chen-Drake and Loeb exchanged drafts in order to finalize Super Apps’ disclosure schedules.

On September 22, 2022, Jenny Chen-Drake and or representatives of Super Apps delivered to Loeb a revised drafts of the ancillary documents with minor clean-up changes.

On September 22, 2022, the board of directors of Super Apps (the “Super Apps Board”) held a meeting at which it considered the definitive Merger Agreement as well as the ancillary documents. After considering all of the factors that it deemed relevant, the Super Apps Board unanimously adopted, approved and declared advisable and in the best interests of Super Apps and its shareholders the Merger Agreement and the ancillary documents, including the Merger, and authorized Super Apps’ officers to execute and deliver the Merger Agreement and the ancillary documents in the name of and on behalf of Super Apps.

From September 22, 2022 through October 19, 2022, Jenny Chen-Drake and or representatives of Super Apps and Loeb exchanged revised drafts of the Merger Agreement and the ancillary documents in order to finalize these documents. As a result of the negotiations during this period, the parties settled upon the following significant terms:

Within fifteen (15) days after the end of each of the four consecutive fiscal quarters following the Closing (each an “Earn- Out Quarter”), TETE 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. The TETE ordinary shares issuable in each Earn-Out Quarter (the “Contingent Shares”) shall be calculated as follows:

“Revenue Achieved” means the consolidated revenue of the combined company and its subsidiaries for each applicable Earn-Out Quarter, as set forth in the combined company’s filings with the SEC; and “Revenue Target” means $87,000,000 for each applicable Earn-Out Quarter.

On September 28, 2022, Mr. Ng, the CEO of TETE, and Wan Heng Chee of Super Apps held a meeting to confirm the sign off from both side with respect to the Merger Agreement and related documents. Mr. Ng and Mr. Chee discussed the regulatory landscape for de-SPAC transaction, in particular how Nasdaq listing requirements were changing and the implications of proposed SEC rules regarding SPACs. Mr. Ng and Mr. Chee agree to work together in good faith and to make any necessary changes to the transaction in order to satisfy any new regulatory requirements that may come into effect prior to Closing.

On October 11, 2022, the TETE Board met to discuss and evaluate the proposed business combination with Super Apps. Following an update from TETE management team regarding the proposed transaction, including a discussion of the Projections and the comparable company information, the TETE Board asked clarifying questions and entered into deliberations regarding the proposed transaction. Upon a motion duly made and seconded, the TETE Board, unanimously (i) authorized, adopted and approved the Merger Agreement and the other ancillary agreements, (ii) determined that such Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, are advisable and in the best interests of TETE and its shareholders, (iii) determined that the fair market value of Super Apps is equal to at least 80% of the amount held in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) as of such date and (v) adopted a resolution recommending that the Transactions be adopted by TETE’s shareholders.

It was agreed that although certain inherent risks existed in the proposed deal structure, such as, as discussed above, the realization of the anticipated synergies, potential regulatory challenges and market competition, the Super Apps is a unique opportunity, notwithstanding that Super Apps has no operating history, satisfies TETE’s criteria for a target company as specified in TETE’s IPO final prospectus:

On October 13, 2022, TETE engaged Baker Tilly Malaysia to review TETE’s valuation of Super Apps, including analyzing valuation materials previously provided to the Board as discussed above. Neither TETE nor Super Apps had any previous relationship with Baker Tilly Malaysia. The payment of the fairness opinion fee was not contingent on the closing of the business combination. See “— Opinion of TETE’s Financial Advisor” for additional information about the opinion delivered by Baker Tilly Malaysia to TETE’s board of directors.

On October 19, 2022, the parties executed the Merger Agreement and the related ancillary documents. On the morning of October 19, 2022, before the stock market opened, TETE and Super Apps announced the execution of the Merger Agreement. On October 19, 2022, TETE filed a Current Report on Form 8-K that included the Merger Agreement, other agreements entered into in connection with the Merger.

On October 19, 2022, Super Apps and MobilityOne executed the Share Sale Agreement and the Joint Venture Agreement. Super Apps and MyIsCo Sdn Bhd also entered into the Collaboration Agreement on the October 19, 2022.

On January 3, 2023, the TETE Board received the fairness opinion of Baker Till Malaysia’s report, which is described in further detail under the section entitled “— Opinion of TETE’s Financial Advisor.”

In April 2023, following discussion among TETE, Super Apps and their respective advisors, the parties determined that it would in the best interests of the shareholders of the combined company to structure the Business Combination such that the combined company would be a foreign private issuer (“FPI”) after the closing of the Transactions. As an FPI, the combined company would be exempt from certain rules under the Exchange Act that would otherwise apply if the company was a domestic issuer.

Initially, the parties had structured the transaction as a reverse merger between Super Apps and TETE. 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 to create Holdings as a Cayman Islands company and for Super Apps to become a wholly-owned subsidiary of Holdings. Holdings would thereafter merge with Merger Sub to become a wholly-owned subsidiary of PubCo. Holdings was formed on June 20, 2023, and completed the acquisition of Super Apps on August 18, 2023.

On May 2, 2023, Mr. Ng had a zoom meeting with Loo See Yuen, the CEO of Holdings, to discuss the financing of the Business Combination and the timeline for a potential PIPE transaction. Mr. Loo is also a director of the PIPE Investor, Bradbury Private Equity Fund E, a fund managed by Bradbury Asset Management (Hong Kong) Limited, which is part of the Bradbury Group, of which Mr. Loo is the founder, chairman and Group CEO. Mr. Ng and Mr. Loo determined that a PIPE Investment in the size of at least US$5,000,000, as contemplated in the Merger Agreement, was suitable for PubCo after they considered a number of factors including PubCo’s cash needs for future business growth, structure of the proposed Business Combination transaction and the effect of dilution to the existing shareholders of PubCo in the Business Combination (including the PIPE Investment). The parties agreed to commence preparation of a term sheet for the PIPE which Mr. Loo would use to raise funds from affiliates of Holdings.

On June 28, 2023, Loeb circulated a draft of the Amendment and Restated Agreement and Plan of Merger reflecting the revised deal structure, which provides for a Business Combination between TETE and Bradbury Capital Holdings Inc., a Cayman Islands exempted company (“Holdings”) in two steps: (i) subject to the approval and adoption of the Merger Agreement, and PubCo Charter Proposal by the shareholders of TETE, 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.

From June 28, 2023 through August 2, 2023, Jenny Chen-Drake and representatives of Super Apps and Loeb exchanged revised drafts of the amended and restated Merger Agreement in order to finalize the documents.

On July 14, 2023, the board of directors of Holdings held a meeting at which it considered the Amended and Restated Merger Agreement. After considering all of the factors that it deemed relevant, the board of directors of Holdings unanimously adopted, approved and declared advisable and in the best interests of Holdings and its shareholders the Amended and Restated Merger Agreement, including the Merger, and authorized Holdings officers to execute and deliver the Merger Agreement and the ancillary documents in the name of and on behalf of Holdings.

Also on July 14, 2023, (i) the board of directors of TETE approved the Amended and Restated Merger and the transactions contemplated thereby (including the Merger) and (ii) the sole director and sole shareholder of PubCo and Merger Sub adopted the respective written resolutions approving the Amended and Restated Merger Agreement and the transactions contemplated therein (including the Merger), as well as other corporate matters in connection with the Merger.

Between June 28, 2023 and July 18, 2023, Mr. Ng and Mr. Loo held teleconferences to discuss the status of the PIPE process. Mr. Loo noted that potential investors were not prepared to make commitments with respect to the PIPE until the SEC’s review process for the Form F-4 was nearing completion and TETE had a path to closing the Business Combination. The parties agreed to suspend negotiations regarding the PIPE until such later date as the potential PIPE Investors had requested.

On February 29, 2024, a Supplemental Agreement was entered to amend the terms and conditions of the original Share Sale Agreement between MobilityOne and Super Apps. Pursuant to the Supplemental Agreement, both MobilityOne and Super Apps completed the 60% disposal of shares in OneShop Retail to Super Apps on February 29, 2024 . The purpose of completing the disposal before March 1, 2024, is to optimise the overall tax planning in anticipation of Malaysia’s newly implemented Capital Gains Tax (CGT) regime. CGT took effect on January 1, 2024, and applies to disposals of capital assets such as shares, property, and other rights or interests. Importantly, a transitional exemption was provided for disposals of unlisted Malaysian shares made between January 1 and February 29, 2024, meaning that transactions finalised within this window would not attract CGT.

On November 13, 2024, Mr. Ng, Mr. Loo, representatives of Loeb and Jenny Chen-Drake discussed via teleconference next steps for the PIPE given the progress of the SEC’s review of the Form F-4. The parties discussed whether the PIPE would be in the form of non-redemption agreements with the potential PIPE Investors or whether the PIPE Investment would be pursuant to subscription agreements that would be funded upon closing of the Business Combination. Mr. Loo agreed to discuss potential non-redemption agreements with the PIPE Investors, including parties not affiliated with Holdings. However, the PIPE Investors’ preference was to invest via subscription agreements and fund the PIPE at closing in order to minimize execution risk.

Mr. Ng originally proposed that the PIPE Investors should purchase the PIPE Shares at $10 per share, which is the price at which the public shareholders purchased the TETE Ordinary Shares in the IPO. The PIPE Investors however proposed to price the PIPE Shares at $8.00 per share, which is $2.00 less than the $10.00 per share that was paid TETE public shareholders in the IPO, which represents a discount of 20%. The PIPE Investors argued that price per share of the PIPE Shares should take into account the following factors: (a) the fact that the PIPE was going to result in the issuance of restricted shares and thereby the PIPE Investors would be receiving securities that could not be sold for six months (i.e. a lack of liquidity discount was applied), (b) the challenges of closing a business combination under the prevailing market uncertainty, and (c) the difficulty in securing equity PIPE investments in the de-SPAC market generally. In light of the foregoing concerns, the TETE and the PIPE Investors agreed that the $8.00 price per share for the PIPE Shares reflects an appropriate premium to PIPE Investors to compensate them for the illiquidity of their investment and their upfront commitment of capital under challenging market conditions.

On February 4, 2025, representatives of Loeb, Mr. Ng, Mr. Loo and Jenny Chen-Drake had a teleconference to discuss the form of PIPE Subscription Agreement prepared by Loeb, which provided for subscriptions to purchase TETE ordinary shares at a price of $8.00 per share and contained customary representations and warranties. Mr. Loo’s questions primarily related to the PIPE investors’ registration rights and the timing of the funding. On [_], 2025, representatives of Loeb circulated a revised form of PIPE Subscription Agreement reflecting the comments discussed on the call. EF Hutton did not act as placement agent for the PIPE Investment and was not involved in the PIPE in any other capacity.

On February 25, 2025, representatives of Loeb, Mr. Ng, Mr. Loo and Jenny Chen-Drake held a call to further discuss the PIPE Subscription Agreement and the feedback received from potential investors. TETE and Holdings determined, given PubCo’s capital requirements, market conditions and the level of interest demonstrated by the potential investors, to pursue a larger PIPE Investment of up to $25 million, subject to investor commitments. The parties considered the potential dilution that would result from a larger PIPE Investment and determined that the negative impact of the dilution was outweighed by the benefits of having robust working capital reserves upon completion of the Business Combination which would allow PubCo to accelerate the execution of its business plan.

The TETE management team subsequently met with all members of the TETE Board by teleconference. During this meeting, TETE management updated the TETE Board on the status of the PIPE Investment process and level of investor interest in the Business Combination. After discussion of the information presented, the TETE Board unanimously approved the PIPE Investment and authorized TETE to execute the PIPE Subscription Agreement in the form presented to the Board.

Subsequently, on February 26, 2025, TETE and the PIPE Investors entered into the PIPE Subscription Agreement, pursuant to which the PIPE Investors agreed to purchase from TETE 625,000 TETE ordinary shares, for a purchase price of approximately $5.0 million. The PIPE Investors also indicated an interest, but are not obligated, to purchase PIPE Shares in an aggregate amount of $16.0 million in connection with the Business Combination. No deference, however was given to any pre-existing relationships that potential PIPE Investors have with Holdings; and TETE had no prior business or other relationship with any of the PIPE Investors. In connection with the foregoing transactions, the PIPE investors were not provided with projections that were updated from, or otherwise materially inconsistent with, the projections disclosed in this prospectus.

As disclosed under “— Background of the Business Combination,” on July 11, 2022, Super Apps presented its original projections for the years ending December 31, 2023 to 2024 for the TETE’s management’s consideration in evaluating Super Apps and the appropriate amount of merger consideration to be issued to Super Apps, and for Baker Tilly Malaysia’s consideration, among other factors, in issuing its fairness opinion with regards to the merger consideration as of January 3, 2023 to TETE’s Board.

On September 18, 2025, TETE’s management received updated financial models of future financial projections (the “2026 Projections”) of Super Apps for the years ended December 31, 2026, through 2027, prepared by Super Apps’ management. The Updated Projections were prepared using revenues from fiscal year 2025 as a base. Following review of the Updated Projections, and consideration of the historical financial statements, the TETE Board maintains its view with respect to the long-term value proposition and outlook of Super Apps’ business and continues to recommend that TETE stockholders vote in favor of each of the proposals set forth in this proxy statement/prospectus, including the Business Combination Proposal. See “— Certain Financial Projections Provided to the TETE Board – The Updated Projections” for additional details regarding the Updated Projections.

On September 29, 2025, the TETE Board held a meeting to review the updated projections of Super Apps.

and to consider whether to request a new fairness opinion from Baker Tilly Malaysia in light of the passage of time since the date of the fairness opinion that was delivered by Baker Tilly Malaysia in connection with the Business Combination. Following a presentation by management and discussion among the members of the TETE Board, the TETE Board determined that the fairness opinion remains valid and can continue to be relied upon for the following reasons:

The TETE Board believes that Super Apps’ historical performance, the earn-out provisions and the revenue guarantee provide additional support for the TETE Board to continue relying on Baker Tilly Malaysia’s fairness opinion. The TETE Board acknowledged that the opinion does not take into account changes in circumstances or information after the date of the opinion, but since the changes in the intervening period have not been negative and the Carve-Out Business and Mobility One have been on a strong growth trajectory, the TETE Board continues to view the Merger Consideration as fair to the shareholders of TETE from a financial point of view and still recommends that the shareholders vote in favor of the Business Combination.

In connection with its consideration of the Business Combination, Super Apps provided the Original Projections, which included its internally prepared projections for the 2023 and 2024 fiscal, in connection with TETE’s evaluation of Super Apps. Super Apps believed that the forecasts and assumptions described above were reasonable at the time the Original Projections were prepared, given the information Super Apps had at that time and its business strategy and performance trends at such time. However, as a result of the passage of time since the signing of the Merger Agreement in August 2023, in September 2025 Super Apps prepared new projections, as set forth under “- The Updated Projections” below, to reflect the adjusted assumptions and expectations of Super Apps’ management regarding Super Apps for the 2026 and 2027 fiscal years.

Accordingly, the Original Projections do not reflect Super Apps’ management’s view on future performance, and we caution you not to place undue reliance on the Original Projections in making a decision regarding the Business Combination. For additional information, see “Risk Factors - Risks Related to TETE and the Business Combination - The projections and forecasts presented in this proxy statement/prospectus may not be an indication of the actual results of the Business Combination or Super Apps’ future results.”

The Projections were not prepared with a view towards public disclosure or compliance with the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information but, in the view of Super Apps’ management, they were prepared on a reasonable basis and reflected the best available estimates and judgments at the time they were provided to TETE by Super Apps, and presented, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of Super Apps. Super Apps does not, as a matter of general practice, publicly disclose long-term forecasts or internal projections of its future performance, revenue, financial condition or other results. The Projections set forth below were prepared solely for use by TETE and the TETE Board in connection with the Business Combination and are subjective in many respects and are therefore susceptible to varying interpretations and the need for periodic revision based on actual experience and business developments. We caution you that the Projections may be materially different than actual results. This information is not fact and should not be relied upon as being necessarily indicative of future results, and we caution readers of the Projections not to place undue reliance on the prospective financial information included therein.

The Projections are forward-looking statements that are based on growth assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Super Apps’ control. There will be differences between actual and projected results, and actual results may be materially greater or materially less than those contained in the Projections. Furthermore, the Projections do not take into account any circumstances or events occurring after the date that they were prepared. Nonetheless, a summary of the Projections is provided in this proxy statement/prospectus because the Original Projections were made available to TETE and the TETE Board in connection with its review of the Business Combination. The inclusion of the Projections in this proxy statement/prospectus should not be regarded as an indication that Super Apps, TETE or their respective representatives considered or consider the Projections to be a reliable prediction of future events.

The Original Projections were requested by, and disclosed to, TETE and to the TETE Board for use as but one component in its overall evaluation of Super Apps and are included in this proxy statement/prospectus on that account. Additionally, the Original Projections were reviewed and approved by TETE and provided to Baker Tilly Malaysia, who was authorized and directed by TETE to use and rely upon the Original Projections for its financial analyses and opinion to the TETE Board, as set forth in Annex D to this proxy statement/prospectus. Accordingly, such Original Projections are included in this proxy statement/prospectus on that account. Super Apps did not prepare alternative “cases” or “sets” of projections, other than the Updated Projections. The Original Projections were updated subsequent to the execution of the Merger Agreement. As such, the TETE Board did not consider the Updated Projections in determining to approve the Business Combination, in determining that the Merger proposal is fair to and in the best interests of TETE and its stockholders, and in determining to recommend that TETE’s stockholders vote in favor of each of the proposals, including the Merger proposal. Following review of the Updated Projections, and consideration of the historical financial statements, the TETE Board maintains its view with respect to the long-term value proposition and outlook of Super Apps’ business and continues to recommend that TETE stockholders vote in favor of each of the proposals set forth in this proxy statement/prospectus, including the Business Combination Proposal.

By including in this proxy statement/prospectus the unaudited prospective financial information reflected in the Projections set forth below, neither Super Apps nor TETE undertakes any obligation, and each of them expressly disclaims, any responsibility to update or revise, or publicly disclose any update or revision to, such unaudited prospective financial information to reflect circumstances or events, including unanticipated events, that may have occurred or that may occur after their preparation of the unaudited prospective financial information, even in the event that any or all of the assumptions underlying the such unaudited prospective financial information change, in each case, except to the extent required by applicable federal securities laws. Readers of this proxy statement/prospectus are cautioned not to rely solely on the unaudited prospective financial information set forth below in making a decision regarding the Business Combination Proposal, as actual results are likely to differ materially from such prospective financial information. You should read the following unaudited prospective financial information together with the sections titled “Risk Factors” and “Super Apps’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this proxy statement/prospectus and Super Apps’ consolidated financial statements and the related notes included elsewhere in this proxy statement/prospectus. None of Super Apps, TETE nor any of their respective affiliates, officers, directors, advisors or other representatives has made or makes any representation to any person that the results anticipated by the unaudited prospective financial information set forth in the Projections, or any other results, will be achieved. PubCo does not intend to reference the unaudited prospective financial information set forth in the Projections in its future periodic reports filed under the Exchange Act.

Neither Super Apps’ independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, such prospective financial information.

The key elements of the Original Projections provided to TETE on July 11, 2022 and relied upon by TETE in its valuation analysis are set forth in the table below:

The Original Projections assumed the consummation of the Joint Venture Agreement and the Collaboration Agreement prior to the closing of the merger with TETE. In addition, the Original Projections were also based on the following assumptions:

Comparison Between the Original Projections and Actual Results for Fiscal Years 2023 and 2024

The table below compares the audited results of the Carve-Out Business for the years ended December 31, 2024 and 2023 against the Original Projections:

Super Apps management notes the following differences between the Original Projections and the actual results for the 2023 and 2024 fiscal :

In September 2025, TETE and Super Apps revisited and reviewed the Original Projections, taking into account the development of Super Apps and the Carve-Out Business since the date of the Business Combination Agreement. On September 18, 2025, TETE’s management received updated financial models of future financial projections (the “Updated Projections”) of Super Apps for the years ended December 31, 2026 and 2027, prepared by Super Apps’ management. The Updated Projections were also provided to the PIPE Investors in September 2025.

Presented below are the key elements of the Updated Projections for the projected fiscal years from 2026 to 2027 provided to TETE:

The Updated Projections assumed the consummation of the Joint Venture Agreement and the Collaboration Agreement prior to the closing of the merger with TETE. In addition, the Updated Projections were also based on the following assumptions:

2025 numbers reflect projection for the six months period from July 1, 2025 to December 31, 2025 and the unaudited financial statements for the six months ended June 30, 2025.

FHMH Corporate Advisory Sdn Bhd (“Baker Tilly Malaysia”) have rendered its opinion to the TETE Board, and subsequently confirmed in writing by delivery of Baker Tilly Malaysia’s written opinion addressed to the Board of TETE, dated January 3, 2023, based upon and subject to the qualifications, procedures, limitations and assumptions set forth therein, as to the fairness, from a financial point of view, to TETE of the Merger Consideration to be paid by TETE in connection with the Merger.

An opinion was directed to the TETE Board (in its capacity as such) and only addressed the fairness, from a financial point of view, to TETE of the Merger Consideration to be paid by TETE in connection with the Merger and did not address any other terms, aspects or implications of the Merger, or any agreements, arrangements or understandings entered into in connection with the Merger. The summary of Baker Tilly Malaysia’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex D to this proxy statement/prospectus and that describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Baker Tilly Malaysia in connection with the preparation of its opinion.

Baker Tilly Malaysia’s statements do not constitute, an advice or recommendation to the TETE Board, Super Apps Holdings Sdn Bhd (“Super Apps”) or any security holder as to how to act or vote on any matter relating to the Merger or otherwise.

Baker Tilly Malaysia’s opinion was essentially based on financial, economic, market and other conditions as in effect on, and the information made available to Baker Tilly Malaysia, as of January 3, 2023, the date of its opinion (“Date of Opinion”). Such information is included and assumed in the projections for two (2) financial years provided to Baker Tilly Malaysia (“Projections”). Baker Tilly Malaysia’s opinion does not take into account changes in circumstances or information coming to its attention after the date of its opinion and, therefore, does not take into account any updates made in relation to the Projections. Baker Tilly Malaysia did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion.

The information reviewed by Baker Tilly Malaysia and its determination of the indicative fair value of Super Apps relates to the Carve-Out Business from MobilityOne. Baker Tilly Malaysia’s analysis focused on the information memorandum prepared by Super Apps, considering its Projections for two financial years up to 2024, representation and explanation by the management and directors of Super Apps and contractual agreements. Baker Tilly Malaysia also considered that Super Apps would hold only a 60% equity interest in the Carve-Out Business, which was in turn factored into Baker Tilly Malaysia’s assessment of the indicative fair value to ensure that the evaluation accurately reflected the ownership structure of Super Apps within the Carve-Out Business. In connection with rendering its opinion, Baker Tilly Malaysia, among other things:

In preparing its opinion, Baker Tilly Malaysia relied upon and assumed the accuracy and completeness of all financial and accounting as well as other relevant information Baker Tilly Malaysia reviewed, and Baker Tilly Malaysia have not assumed any responsibility for the independent verification of, nor independently verified, any of such information. With respect to the Projections and other financial information provided to Baker Tilly Malaysia, Baker Tilly Malaysia assumed that they were reasonably prepared in good faith on a basis reflecting the best currently available estimates and judgments of the applicable parties who prepared them. Baker Tilly Malaysia have adopted the Projections in performing its analyses and in arriving at its opinion. Baker Tilly Malaysia assumed no responsibility for and expressed no opinion on the assumptions, estimates, and judgments on which such forecasts, including the Projections, interim financial statements, pro forma financial statements and other financial information were based. In addition, Baker Tilly Malaysia was not requested to make, and did not make, an independent evaluation or appraisal of the assets or liabilities (contingent, derivative, off-balance sheet or otherwise) of Super Apps or any of their respective subsidiaries, nor was Baker Tilly Malaysia furnished with any such evaluations or appraisals. With regard to the information provided to Baker Tilly Malaysia by Super Apps, Baker Tilly Malaysia relied upon the assurances of TETE that they are unaware of any facts or circumstances that would make such information materially incomplete or misleading. Baker Tilly Malaysia also assumed that there has been no material change in assets, liabilities, business, condition (financial or otherwise), results of operations or prospects of Super Apps since the date of the most recent financial information was made available to Baker Tilly Malaysia. Baker Tilly Malaysia also assumed that in the course of obtaining any necessary regulatory and third-party consents, approvals and agreements for the Merger, no modification, delay, limitation, restriction or condition would be imposed that would have an adverse effect on Super Apps, TETE or the Merger.

Baker Tilly Malaysia relied upon the fact that the Merger would be consummated in a manner that complies in all respects with all applicable federal and state statutes, rules and regulations. Baker Tilly Malaysia’s opinion was necessarily based on financial, economic, market and other conditions as they existed on, and the information made available to Baker Tilly Malaysia, as of January 3, 2023. Although subsequent developments may affect Baker Tilly Malaysia’s opinion, Baker Tilly Malaysia do not have any obligation to update, revise or reaffirm its opinion.

Baker Tilly Malaysia’s opinion only addressed the fairness, from a financial point of view, to TETE of the Merger Consideration to be paid by TETE in connection with the Merger and did not address any other terms, aspects or implications of the Merger, or any agreements, arrangements or understandings entered into in connection with the Merger or otherwise. In addition, Baker Tilly Malaysia’s opinion did not address the relative merits of the Merger as compared to other transaction structures, transactions or business strategies that may have been available to TETE or the Board of TETE, nor did it address or constitute a recommendation regarding the decision of the Board of TETE to unanimously, among those voting, recommend the Merger, or the decision of the Board of TETE to authorize the execution of the Merger Agreement or engage in the Merger or address the fairness from a financial point of view of the consideration to be paid by Super Apps. Baker Tilly Malaysia did not evaluate Super Apps’ solvency and was not requested to make, and did not make, an independent evaluation or appraisal of the assets or liabilities (contingent, derivative, off-balance sheet or otherwise) of Super Apps or any of their respective subsidiaries, nor was Baker Tilly Malaysia furnished with any such evaluations or appraisals. Baker Tilly Malaysia’s opinion did not constitute advice or recommendation to the Board of TETE, Super Apps or any security holder as to how it should act or vote on any matter relating to the Merger or otherwise. Baker Tilly Malaysia expressed no opinion as to what the market price or indicative value of Super Apps’ or TETE’s stock would be after the announcement of the Merger. Baker Tilly Malaysia also expressed no opinion about the amount or nature of any compensation or equity arrangement to be given to Super Apps’ officers, director or employees, or class of such persons in connection with the Merger relative to the Merger Consideration in the Merger or otherwise.

Set forth below is a summary of financial analyses reviewed by Baker Tilly Malaysia with the Board of TETE as of the Date of Opinion in connection with rendering its opinion. The following summary, however, does not purport to be a complete description of the analyses performed by Baker Tilly Malaysia. The order of the analyses described, and the results of these analyses, do not represent relative importance or weight given to these analyses by Baker Tilly Malaysia. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before the Date of Opinion and is not necessarily indicative of the current market conditions.

The following summary of Baker Tilly Malaysia’s financial analyses includes information presented in tabular format. Several financial analyses were employed and no one method of analysis should be regarded as critical to the overall conclusion reached. This summary is qualified in its entirety by reference to the full text of Baker Tilly Malaysia’s written opinion, which is attached as Annex D to this proxy statement/prospectus. While this summary describes certain of the analyses and factors that Baker Tilly Malaysia deemed material in its presentation to the Board of TETE, it is not a comprehensive description of all analyses and factors considered by Baker Tilly Malaysia. The preparation of a fairness opinion is a complex process that involves various determinations as to appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. Each of the analyses conducted was carried out to provide a particular perspective of the Merger Consideration. In order to fully understand the analyses, the tables must be read together with the full text of each summary. The tables are not intended to stand alone and alone does not constitute complete analyses. Considering the tables below without considering the full narrative description of Baker Tilly Malaysia’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses. Baker Tilly Malaysia did not form a conclusion as to whether any individual analysis, when considered in isolation, supported or failed to support its opinion as to the fairness, from a financial point of view, to TETE of the Merger Consideration to be paid by TETE in connection with the Merger. In arriving at its opinion, Baker Tilly Malaysia did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Baker Tilly Malaysia believes that its analyses must be considered as a whole and that selecting portions of its analyses and of the factors considered by it in rendering its opinion without considering all analyses and factors could create a misleading or incomplete view of the evaluation process underlying the opinion. The conclusion reached by Baker Tilly Malaysia was based on all analyses and factors taken as a whole, and also on the application of Baker Tilly Malaysia’s own experience and judgment.

Baker Tilly Malaysia have adopted the RVA as a valuation methodology to arrive at Super Apps’ indicative fair value by reviewing and comparing Super Apps’ implied trading multiple to that of Comparable Companies or applying the trading multiple to the company’s operating results to determine the Super Apps’ financial worth. The RVA is widely used within the market approach, commonly used multiples include price-to-earnings, enterprise value/earnings as well as price-to-book multiples.

Financial technology companies like Super Apps typically register higher growth rates and are often loss making / making marginal profits during the first few operating years as companies as such are set to undergo rapid expansion and growth. They are actively acquiring customers and developing new products and entrance into new markets. With consideration of the aforementioned and the fact that the Super Apps is a customer and data-based business, Baker Tilly Malaysia is of the view that the bottom-line earnings might not accurately reflect the full potential of Super Apps. Accordingly, the use of price to sales (“PS”) multiple is much more likely to reflect the current sentiment of the market conditions. PS multiple was calculated based on the closing market prices and the trailing twelve months financial results as at the Date of Opinion for Baker Tilly’s Fairness Opinion as extracted from S&P Capital IQ.

Baker Tilly Malaysia did not select any earlier-stage companies or companies in other industries that are otherwise more similar revenue or other financial metric levels to that of Super Apps as Comparable Companies in determining valuation as such companies would likely be privately held companies at early stages of its operations and therefore, would likely be unlisted companies. This would not be beneficial under the RVA method of valuation since there would be no publicly available information which can be used to derive the P/S multiples used to arrive at the range of valuation. In addition, the business of Super Apps will not be directly comparable to such companies due to the guarantee from MobilityOne to provide the Carve-Out Business to OneShop Retail, which in turn will provide the basis of $125 Million of revenue to Super Apps. The Management is of the view that the arrangement of “guaranteed revenue target” is not a common practice in the industry which Super Apps operates in.

For purposes of the RVA, Baker Tilly Malaysia utilized and relied upon the Projections, which provided a two (2) years financial forecast provided by Super Apps’ management team.

Based on PS multiples extracted for the Comparable Companies and revenue forecasted for the first operating year as described in the Projections, Baker Tilly Malaysia’s RVA methodology indicated an estimated equity value for Super Apps of $812.74 million to $1.11 billion upon application of a start-up discount of fifty percent (50%) to account for uncertainties and unsystematic risks faced by Super Apps as a start-up business. The indicative range of equity value of between $812.74 million to $1.11 billion was based on the range of Median and Mean PS Multiple of Comparable Companies of between 4.41 times to 6.03 times. Baker Tilly had considered Median and Mean as it can give a sense when the dataset contains outliers and hence, the range of indicative equity value would be less affected by extreme values. If the indicative equity value is presented based on the range of Minimum and Maximum PS Multiple of the Comparable Companies, the range of indicative equity value would exhibit a wider range of valuation due to the appearance of an outlier in the dataset.

The basis of arriving at the start-up discount was based on the academic research and empirical evidence from polls on expected rates of return by venture capitalists investing in early-stage companies are a valuable resource for assessing relevant discount rates. Depending on the development stage, rates range from 70% or higher in the seed stage, falling to 20% in the late stage. While these discount rates appear high, it is important to bear in mind the high failure rates of early-stage companies.

Start-up-specific risks should be considered in any early-stage company valuation. Failing to appreciate a start-up’s specific risk profile can lead to inaccurate assessment of its full value potential in an exit scenario unless there is sufficient transparency of existing risks and opportunities to promote robust price negotiations. Early-stage companies typically have in common an extremely high speed of development. As the company evolves, the business model becomes more robust and operational milestones are reached, reducing the risk of the venture.

For the purposes of the RVA, Baker Tilly Malaysia had attempted to search for publicly listed comparable companies in Bursa Malaysia Securities Berhad (“Bursa Securities”) as well as and other notable exchanges globally that are principally involved in the provision of telecommunication, payment and e-wallet services.

It is important to note that the Comparable Companies tabulated herein are by no means exhaustive and may differ from Super Apps in terms of, inter alia, composition of business activities, scale of operations, geographical location of operations, profit track record, financial profile, risk profile, future prospects, capital structure, marketability of their securities and other criteria. One should also note that any comparisons made with respect to the Comparable Companies are merely to provide an indication to the implied valuation of Super Apps and the selection of Comparable Companies and adjustments made are highly subjective and judgmental and the selected companies may not be entirely comparable due to various factors.

The Comparable Companies based on the above parameters that were selected are as follows:

The table below sets out the valuation statistics of the Comparable Companies based on the closing market prices as at the Date of Opinion as extracted from S&P Capital IQ:

None of the selected public companies was directly identical to Super Apps. As a result, a complete valuation analysis cannot be limited to a quantitative review of the selected public companies, but also requires complex consideration and judgments concerning differences in financial and operating characteristics of such companies, as well as other factors that could affect their value relative to that of Super Apps.

Below are the Projections of Super Apps in the Baker Tilly’s report which has been summarized for the description and assumptions used.

The assumptions below are extracted from the financials provided to Baker Tilly.

The Projections presented above are based on a set of material assumptions and considerations that are integral to their accuracy and reliability. These assumptions include factors such as market conditions, economic trends, competitive landscape, and the performance of key variables specific to the project or business in question. Additionally, financial projections typically rely on historical data and performance as a foundational basis.

Hence, the fair market value of entire equity interest of the Super Apps derived based on the PS Multiple of the Comparable Companies and the Projections as mentioned above are set out as follows:

Based on the evaluation, the purchase consideration of USD1.10 billion to acquire the entire equity interest in Super Apps is within the evaluation range of USD812.7 million to USD1.1 billion. See “— Opinion of TETE’s Financial Advisor” for additional information about the opinion delivered by Baker Tilly Malaysia to TETE’s board of directors.

Furthermore, the contracts and agreements entered into by Super Apps that was reviewed by Baker Tilly Malaysia includes:

In arriving at the indicative fair value of Super Apps — Baker Tilly Malaysia applied a valuation multiple of 4.41x to 6.03x on the revenue of the first operating year as forecasted in the Projections and made adjustments for cash and debt to conclude the indicative equity value range of Super Apps. The range of the indicative equity value of Super Apps is $812.74 million to $1.11 billion.

TETE Board has agreed for the purchase price of Super App at $1.1 billion, which is at the top of the indicative equity value range in consideration of Super Apps as a customer and data-based business.

The TETE Board’s valuation of $1.1 billion resulted from a comprehensive evaluation that considered various critical factors, including the Projections. These projections, encompassing current and new non-bank sales, bank sales, mobile fintech plans, device sales, Angkasa Lead’s sales, OneShop Pinjam, and pass-through charges for B-Wallet and mobility payments for the e-commerce platform, provided crucial insights into the potential growth and profitability of the combined entity. TETE Board is of the view that the Projections might not accurately reflect the full potential of Super Apps. As a financial technology company, companies like Super App typically register high growth rates and in later years, usually evolve to record rapid expansion and growth.

Furthermore, in determining the purchase price of $1.1 billion, the TETE Board conducted an extensive assessment that incorporated essential elements. These included the corporate structure, characterized by a 60% holding of One Retail, bolstered by the Joint Venture Agreement with MobilityOne. These elements highlighted Super Apps’ strategic importance within the overall business composition and significantly contributed to the board’s comprehensive evaluation, resulting in the $1.1 billion valuation and purchase price.

Baker Tilly Malaysia is a group of dedicated professionals specializing in corporate advisory and corporate finance. We are focused on maintaining the highest ethical standards and delivering unrivalled services for our clients. Baker Tilly Malaysia is licensed by the Securities Commission on September 24, 2007 and is permitted to advice on all types of corporate finance advisory services.

Baker Tilly Malaysia would expect to receive compensation in the form of a fee from TETE amounting to $50,000, a portion of which was payable upon TETE’s acceptance on the engagement, the balance of which was earned upon issuance of the draft and final opinion in written form to be presented to the Board of TETE.

Pursuant to the engagement letter pursuant to which Baker Tilly Malaysia agreed to render its opinion, TETE agreed to indemnify Baker Tilly Malaysia and certain related parties against certain liabilities, and to reimburse Baker Tilly Malaysia for certain expenses, arising in connection with or as a result of Baker Tilly Malaysia’s engagement. Other than in connection with the foregoing engagements, no other fees have been paid to Baker Tilly Malaysia by TETE during the last two years.

TETE’s Board of Directors’ Reasons for the Approval of the Business Combination

Prior to reaching the decision to approve the Merger Agreement and the additional agreement thereto, the TETE Board reviewed the results of the business and financial due diligence conducted by its management, discussed the risks of the transaction as well as the valuation considerations, including both information from Super Apps and other public sources. On October 11, 2023, the TETE Board unanimously approved the Merger Agreement and the transactions contemplated thereby, determined that the Business Combination is in the best interests of TETE shareholders, directed that the Merger Agreement and additional agreements thereto be submitted to TETE’s shareholders for approval and adoption, and recommended that TETE’s shareholders approve and adopt the agreements and transactions contemplated thereby. Prior to reaching the decision to approve the agreements and transaction, the TETE’ Board received information from its legal and financial advisors, as well as other third-party resources. On September 29, 2025, the TETE Board reaffirmed the reasons for approving the Business Combination that are set forth in this section.

In order to become more familiar with the industry that Super Apps operates in, members of the TETE Board and management team reviewed due diligence findings of their advisors, various publicly available industry-specific research published by third-parties and also analyzed data and material from Super Apps, including but not limited to, Super Apps’s existing business model, historic and projected financial statements, valuation analysis, material agreements and other due diligence material. TETE’s management team supported by affiliates of their Sponsor also coordinated financial, accounting, and legal due diligence with the assistance from third-party firms engaged for such activities.

Since TETE’s IPO on January 20, 2022, TETE’s management team and Board have been conducting a search for potential business combination partners. TETE’s management and Board considered a wide variety of factors in connection with its evaluation of the Business Combination but did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. In considering the Business Combination with Holdings, TETE’s management team and Board determined that Super Apps met, in some fashion, all of the criteria we set for our target company screening:

The TETE Board also considered the following general uncertainties, risks, and potentially negative factors concerning the Business Combination, although not weighted or in any order of significance:

In addition to considering the various foregoing factors, the TETE Board also considered:

TETE’s Board concluded that the potential benefits that it and its shareholders expected to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Transactions. The Board also noted that the TETE shareholders would have a substantial economic interest in PubCo (depending on the level of Redemption). Accordingly, the Board unanimously determined that the Merger Agreement and the Transactions contemplated therein, were advisable, fair to, and in the best interests of TETE and its shareholders.

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

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 App, MobilityOne Ltd., OneShop Retail, ANGKASA and MyIsCo.

It is a requirement under our Existing M&A and the Nasdaq listing requirements that the business or assets acquired in our initial business combination have a fair market value equal to at least 80% of the balance of the funds in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for our initial business combination. Based on the financial analysis of Super Apps generally used to approve the transaction, our Board determined that this requirement was met. Our Board determined that the consideration being paid in the Business Combination, which amount was negotiated at arm’s-length, was fair to and in the best interests of TETE and its shareholders and appropriately reflected Super Apps’ value. In reaching this determination, our Board concluded that it was appropriate to base such valuation in part on qualitative factors such as management strength and depth, competitive positioning, customer relationships, and technical skills, as well as quantitative factors such as its potential for future growth in revenue and profits. Our Board believes that the financial skills and background of its members qualify it to conclude that the acquisition of Super Apps met this requirement.

Effective as of the closing date of the Merger Agreement, the board of directors of PubCo will consist of the following five (5) members designated in accordance with the Merger Agreement: Loo See Yuen, Loke Chow Wing, Alan Fung, Virginia Chan and Soon Chong Seng. Loo See Yuen will be the Chairman of PubCo.

In connection with the transactions contemplated by the Merger Agreement, TETE, PubCo, Merger Sub, Holdings, Super Apps and the other parties to the Merger Agreement have agreed that on the Closing Date PubCo shall amend its memorandum and articles of association to better reflect our ongoing operations as PubCo, which shall take effect upon the Closing of the Business Combination. Please see the sections entitled “Proposal No. 4 – The M&A Proposal” and “Proposal in this proxy statement/prospectus for a summary of those proposed amendments. Please see Annex B for a copy of the proposed Amended and Restated Memorandum and Articles of Association.

The name of PubCo after the Business Combination will be Bradbury Capital Inc. and our headquarters will be located at

Pursuant to TETE’s Existing M&A, holders of public shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with our Existing M&A, currently estimated to be approximately $[_] per share. If a holder exercises its, his or her 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 our Transfer Agent in accordance with the procedures described herein.

We have no specified maximum redemption threshold under our Existing M&A. Each redemption of Public Shares by our public shareholders will reduce the amount in our trust account, which held cash and investment securities with a fair value of approximately $[_], as of [●], 2025. The Merger Agreement provides that the obligation of Super Apps and its subsidiaries to consummate the Business Combination is conditioned on PubCo’s receipt of at least $5,000,000, comprised of (i) amounts not redeemed from our trust account and (ii) amounts raised in the PIPE Investment. This condition to Closing in the Merger Agreement is for the sole benefit of Super Apps and its subsidiaries and may be waived by them. If, as a result of redemptions of the Public Shares by our public shareholders, this condition is not met (or waived), then Super Apps and its subsidiaries may elect not to consummate the Business Combination. 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.

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’s 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.

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.

The Reincorporation Merger, the Business Combination and the other transactions contemplated by the Merger Agreement are not subject to any additional U.S. federal or state regulatory requirements or approvals, or any regulatory requirements or approvals under the laws of the Cayman Islands, except for the registration by the Registrar of Companies in the Cayman Islands of the Plans of Merger.

The approval of the Business Combination Proposal requires the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares present in person or represented by proxy and entitled to vote thereon at the extraordinary general meeting. Votes marked “FOR” this proposal will be counted in favor of the proposal. Failure to vote by proxy or to vote in person at the extraordinary general meeting, abstentions, and broker non-votes will have no effect on the vote.

The Business Combination Proposal is conditioned upon the approval of the Reincorporation Merger Proposal, and the Nasdaq Proposal.

“RESOLVED, as an ordinary resolution, and subject to the passing of the Reincorporation Merger Proposal and the Nasdaq Proposal, that TETE’s entry into the Merger Agreement, dated as of October 19, 2022, by and among Technology & Telecommunication Acquisition Corporation, Super Apps Holdings Sdn Bhd, Technology & Telecommunication LLC, 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 Technology & Telecommunication Acquisition Corporation, TETE TECHNOLOGIES INC, TETE INTERNATIONAL INC, Bradbury Capital Holdings Inc., Super Apps Holdings Sdn Bhd, Technology & Telecommunication LLC and Loo See Yuen, a copy of which is attached to the proxy statement/prospectus as Annex A-1, and the transactions contemplated thereby, be approved, ratified, and confirmed in all respects and the plan of merger relating to the Acquisition Merger be authorized, approved and confirmed in all respects and that the merger of TETE INTERNATIONAL INC with and into Bradbury Capital Holdings Inc., with Bradbury Capital Holdings Inc. surviving the merger, be authorized, approved and confirmed in all respects.”

THE TETE BOARD UNANIMOUSLY RECOMMENDS THAT THE TETE SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

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 “– Interests of TETE’s Directors and Executive Officers in the Business Combination” above for a further discussion of these considerations.

Our shareholders are being asked in connection with the transactions contemplated by the Business Combination Agreement to approve the change of PubCo’s name by its sole shareholder, to be effective upon consummation of the Business Combination, from “TETE TECHNOLOGIES INC” to “Bradbury Capital Inc.”.

The Change of Name is to better reflect PubCo’s ongoing operations following the consummation of the Business Combination.

Approval of the Change of Name Proposal requires 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 at the extraordinary general meeting and entitled to vote at the extraordinary general meeting. Votes marked “FOR” this proposal will be counted in favor of the proposal. Failure to vote by proxy or to vote virtually at the extraordinary general meeting, abstentions, and broker non-votes will have no effect on the vote.

This Change of Name Proposal is conditioned upon the approval of the Business Combination Proposal. If such proposals are not approved, this Change of Name Proposal will have no effect, even if approved by our shareholders.

“RESOLVED, as an Ordinary Resolution to approve the passing of a special resolution by the sole shareholder of TETE TECHNOLOGIES INC to change the name of TETE TECHNOLOGIES INC to Bradbury Capital Inc., with effect from consummation of the Business Combination”

THE TETE BOARD UNANIMOUSLY RECOMMENDS THAT THE TETE SHAREHOLDERS VOTE “FOR” THE CHANGE OF NAME PROPOSAL.

In connection with the Business Combination, we are asking our shareholders to approve the adoption by PubCo of the Amended and Restated Memorandum and Articles of Association, substantially in the form attached to this proxy statement as Annex B, to be effective upon the consummation of the Business Combination.

This summary is qualified by reference to the complete text of the proposed Amended and Restated Memorandum and Articles of Association, substantially in the form attached to this proxy/registration statement as Annex B. All shareholders are encouraged to read the proposed Amended and Restated Memorandum and Articles of Association, in their entirety for a more complete description of their terms.

The parties’ reasons for proposing that the shareholder of PubCo pass a special resolution to adopt the Amended and Restated Memorandum and Articles of PubCo with effect from the Business Combination is generally to align PubCo’s governing provisions with PubCo’s expected status as an operating Nasdaq listed company.

Approval of the M&A Proposal requires 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 at the extraordinary general meeting and entitled to vote at the extraordinary general meeting. Votes marked “FOR” this proposal will be counted in favor of the proposal. Failure to vote by proxy or to vote virtually at the extraordinary general meeting, abstentions, and broker non-votes will have no effect on the vote.

“RESOLVED, as an Ordinary Resolution to approve the shareholder of TETE TECHNOLOGIES INC resolving by special resolution to adopt the Amended and Restated Memorandum and Articles of Association, with effect from the Business Combination.”

THE TETE BOARD UNANIMOUSLY RECOMMENDS THAT THE TETE SHAREHOLDERS VOTE “FOR” THE M&A PROPOSAL.

Under the terms of the Merger Agreement, PubCo is required to issue 110,000,000 PubCo Ordinary Shares as consideration for the Business Combination. In addition, in connection with the PIPE Investment, PubCo is required to issue [_] PubCo Ordinary Shares. These PubCo Ordinary Shares represent more than 20% of its issued and outstanding ordinary shares. Because of the issuance of an excess of 20% of the issued and outstanding TETE Shares, we are required to obtain shareholder approval in order to comply with Nasdaq Listing Rules 5635(a), (b) and (d).

Under Nasdaq Listing Rule 5635(a), shareholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering and (A) such securities have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of ordinary shares (or securities convertible into or exercisable for ordinary shares); or (B) the number of ordinary shares to be issued is or will be equal to or in excess of 20% of the number of ordinary shares outstanding before the issuance of the stock or securities.

Under Nasdaq Listing Rule 5635(b), shareholder approval is required when any issuance or potential issuance will result in a “change of control” of the issuer. Although Nasdaq has not adopted any rule on what constitutes a “change of control” for purposes of Nasdaq Listing Rule 5635(b), Nasdaq has previously indicated that the acquisition of, or right to acquire, by a single investor or affiliated investor group, as little as 20% of the ordinary shares (or securities convertible into or exercisable for ordinary shares) or voting power of an issuer could constitute a change of control. Super Apps is expected to receive the right to direct delivery of more than 20% of the issued and outstanding TETE Shares as part of the share consideration issued in the Business Combination.

Under Nasdaq Listing Rule 5635(d), shareholder approval is required for a transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of ordinary shares (or securities convertible into or exercisable for ordinary shares) at a price that is less than the greater of book or market value of the stock if the number of ordinary shares to be issued is or may be equal to 20% or more of the ordinary shares, or 20% or more of the voting power, outstanding before the issuance.

If the Nasdaq Proposal is adopted, PubCo would issue shares representing more than 20% of its outstanding ordinary shares in connection with the Business Combination and the PIPE Investment. The issuance of such shares would result in significant dilution to TETE’s current shareholders and would afford such shareholders a smaller percentage interest in the voting power, liquidation value and aggregate book value of TETE.

Approval of the Nasdaq Proposal requires the affirmative vote of a simple majority the votes cast by the holders of the issued and outstanding TETE Shares represented in person, including by virtual attendance, or represented by proxy at the extraordinary general meeting of TETE shareholders and entitled to vote thereon. Votes marked “FOR” this proposal will be counted in favor of the proposal. Failure to vote by proxy or to vote in person at the extraordinary general meeting, abstentions, and broker non-votes will have no effect on the vote.

This Nasdaq Proposal is conditioned upon the approval of the Business Combination Proposal. If such proposal is not approved, this Nasdaq Proposal will have no effect, even if approved by our shareholders.

“RESOLVED, as an ordinary resolution, that subject to the passing of the Business Combination Proposal, for the purposes of complying with the applicable provisions of the Nasdaq Listing Rule 5635, the issuance of PubCo Ordinary Shares pursuant to the Merger Agreement be approved in all respects.”

THE TETE BOARD UNANIMOUSLY RECOMMENDS THAT THE TETE SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE NASDAQ PROPOSAL.

It is anticipated that TETE’s board of directors will approve the adoption of the Bradbury Capital Inc. 2023 Omnibus Incentive Plan (the “Incentive Plan”), subject to shareholder approval, for the purpose of providing a means through which to attract, motivate, and retain personnel and to provide a means whereby our employees can acquire and maintain an equity interest in us, thereby strengthening their commitment to our welfare and aligning their interests with those of our shareholders. Shareholders are being asked to consider and approve the Incentive Plan.

TETE’s Board believes that the approval of the Incentive Plan by the shareholders will benefit the compensation structure and strategy of PubCo. PubCo’s ability to attract, retain, and motivate top quality employees and other service providers is material to its success, and TETE’s board has concluded that this would be enhanced by PubCo’s ability to make grants under the Incentive Plan. In addition, TETE’s board believes that the interests of PubCo and its shareholders will be advanced if PubCo can offer employees and other service providers the opportunity to acquire or increase their proprietary interests in PubCo.

A description of the material provisions of the Incentive Plan is set forth below. The statements made in this Proposal No. 6 concerning terms and provisions of the Incentive Plan are summaries and do not purport to be a complete recitation of the Incentive Plan provisions. These statements are qualified in their entirety by express reference to the full text of the scheme document, a copy of which is attached to this proxy statement/prospectus as Annex C and incorporated herein by reference.

If approved by TETE’s board and our shareholders, the Incentive Plan will become effective upon the Closing.

If the new Incentive Plan is approved by TETE’s shareholders, PubCo will be authorized to grant equity and equity-based incentive awards to eligible service providers pursuant to the Incentive Plan. A copy of the Incentive Plan is attached to this proxy statement/prospectus/prospectus as Annex C.

PubCo is still in the process of developing, approving and implementing the Incentive Plan and, accordingly, there can be no assurance that the Incentive Plan will be implemented or will contain the terms described below or as set forth on Annex C. TETE’s Shareholders are being asked to approve the Incentive Plan as presented.

The purpose of the Incentive Plan is to enhance shareholder value by linking long-term incentive compensation to the financial performance of PubCo and to further align Participants’ financial rewards with the financial rewards realized by PubCo and its shareholders.

If the Incentive Plan Proposal is not approved by TETE’s shareholders, the Incentive Plan will not become effective. Additionally, TETE believes PubCo’s ability to recruit, retain and incentivize top talent will be adversely affected if the Incentive Plan Proposal is not approved.

The Incentive Plan will be adopted by the TETE Board prior to the Closing, subject to shareholder approval, and will become effective upon the Closing. The Incentive Plan allows PubCo to make equity and equity-based incentive awards to employees (including officers), advisors, contractors, directors and consultants of PubCo or any of its subsidiaries subject to certain conditions as set out in the Incentive Plan. The TETE Board anticipates that providing such persons with a direct stake in PubCo will assure a closer alignment of the interests of such individuals with those of PubCo and its shareholders, thereby stimulating their efforts on PubCo’s behalf and strengthening their desire to remain with PubCo.

This section summarizes certain principal features of the Incentive Plan, which may be subject to change. The summary is qualified in its entirety by reference to the complete text of the Incentive Plan included as Annex C to this proxy statement/prospectus/prospectus.

Employees (including officers), consultants, advisers or contractors and directors of PubCo or of its subsidiaries, as designated by the Compensation Committee (as defined below), will be eligible to receive awards under the Incentive Plan. The Incentive Plan is expected to be administered by PubCo’s compensation committee of the board of the PubCo (the “Board”), which may delegate its duties and responsibilities to any one or more of its members (the “Compensation Committee”), subject to certain limitations that may be imposed under stock exchange rules. The Compensation Committee will have the full power, authority and discretion, among other things, to interpret and adopt rules for the administration of the Incentive Plan, consistent with and subject to the terms and conditions of the Incentive Plan. The Compensation Committee will also determine the terms and conditions of all awards under the Incentive Plan, including any vesting and vesting acceleration conditions.

The maximum number of Class A Shares initially available for issuance under the Incentive Plan will be equal to 5% of the fully diluted issued and outstanding Class A Shares immediately after the Closing. Subject to adjustment as provided in Section 4.3 of the Incentive Plan and/or the shareholders of PubCo resolving to increase the authorized share capital if required pursuant to applicable law and the memorandum and articles of association then in force, the Share Reserve (other than with respect to ISOs) will automatically increase on January 1^stannually for the duration of the Incentive Plan beginning on January 1^st of the year following the year in which the Closing occurs, in an amount equal to 5% of the fully diluted issued and outstanding Class A Shares outstanding on December 31^stof the preceding calendar year, provided, that the Board may act prior to January 1^stof a given year to provide that there will be no January 1^st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of Shares than would otherwise occur as provided above.

The Share Reserve shall in all events be subject to further adjustment as provided in the Incentive Plan. In no event shall fractional Shares be issued under the Incentive Plan. For clarity, the Share Reserve is a limitation on the number of Shares that may be issued pursuant to the Incentive Plan. Shares may be issued in connection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or other applicable exchange rule, and any such issuance will not reduce the number of Shares available for issuance under this Plan.

Subject to adjustment, as provided in the Incentive Plan, the maximum dollar value of Shares underlying Awards that may be granted to a director in any financial year shall be $240,000, or during a director’s initial financial year with the Combined Entity or its Subsidiary, 200% of such amount. In addition, the Board may provide for a limit on the dollar value or maximum aggregate number of Shares underlying Awards that may be granted to any one Named Executive Officer (as defined in the Incentive Plan) of the Combined Entity (as defined in the Incentive Plan) or any Subsidiary in any financial year, subject to adjustment as provided in the Incentive Plan.

The Incentive Plan will provide for the grant of Nonqualified Share Options, Incentive Share Options, Share Appreciation Rights, Restricted Shares, Restricted Share Units, Performance Shares, or Performance Units (collectively or individually, an “Award”). No determination has been made as to the types or amounts of Awards that will be granted to certain individuals pursuant to the Incentive Plan. All awards under the Incentive Plan will be set forth in an “Award Agreement,” which will detail all terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations.

As part of making any Award, the Compensation Committee may determine the time and conditions under which the Award will vest and may specify partial vesting in one or more Vesting Tranches (as defined in the Incentive Plan), which may be based solely upon continued employment or service for a specified period of time or may be based upon the achievement of specific performance goals established by the Compensation Committee in its discretion.

For all purposes of the Incentive Plan, “vesting” of an Award shall mean:

(a) In the case of an Option (as defined in the Incentive Plan) or SAR, the time at which the Participant has the right to exercise the Award.

(b) In the case of Restricted Shares all conditions for vesting, as stated in the Award Agreement or the Incentive Plan, are satisfied.

(c) In the case of Restricted Share Units all conditions for vesting, as stated in the Award Agreement or the Incentive Plan, are satisfied.

(d) In the case of Performance Shares or Performance Units, the time at which the Participant has satisfied the requirements to receive payment on such Performance Shares or Performance Units, which shall not be less than one year from the grant date, except as otherwise provided in Section 10.2 of the Incentive Plan.

Vesting need not be uniform among Awards granted at the same time or to persons similarly situated. Vesting requirements shall be set forth in the applicable Award Agreement. Each Award Agreement and each certificate representing securities granted pursuant to the Incentive Plan may bear such restrictive legend(s) as TETE deems necessary or advisable under applicable law. No Participant shall have the right to defer the amount of Shares or cash payable upon the exercise or settlement of any Option or SAR, or the transfer of any Restricted Shares upon the vesting thereof.

With respect to an Award of Restricted Shares or RSU, the Participant may direct that any withholding of taxes, domestic or foreign, resulting from vesting of such Award occur as set forth in the Incentive Plan. If the date of the vesting of any Award, other than an Option or SAR, held by Participant who is subject to the Combined Entity’s policy regarding trading of its Shares by its officers and directors and Shares is not within a “window period” applicable to the Participant, then withholding shall be at the applicable statutory withholding amount accomplished by one or more of the methods provided for in the Incentive Plan.

If the date of the vesting of any Award, other than an Option or SAR, held by participant who is subject to the Combined Entity’s policy regarding trading of its Shares by its officers and directors and Shares is not within a “window period” applicable to the participant, as determined by PubCo in accordance with such policy, then the vesting of such Award shall not occur on such original vesting date and shall instead occur on the first day of the next “window period” applicable to the participant pursuant to such policy.

Unless prohibited by applicable law, the Amended and Restated Memorandum of Association or the applicable rules of a stock exchange, the Compensation Committee may delegate all or some of its responsibilities and powers to any one or more of its members. The Compensation Committee also may delegate some or all of its administrative duties to any officer of PubCo and may delegate some or all of its administrative powers to the CEO (as defined in the Incentive Plan) to grant Awards under the Plan to participants and potential participants who are not Directors or Named Executive Officers of PubCo or any Subsidiaries, provided that the terms and conditions of such Awards shall be set forth in an Award Agreement approved in substantial form by the Compensation Committee prior to the grant of said Awards, the Compensation Committee in its delegation shall specify the maximum Shares that may be awarded to one participant pursuant to such delegation in any calendar year, and the CEO shall report any such grants to the Committee at its next meeting.

PubCo or any Subsidiary may, to the extent permitted by applicable law, deduct from and set off against any amounts PubCo or Subsidiary (as defined in the Incentive Plan) may owe to the participant from time to time, including amounts payable in connection with any Award, owed as wages, fringe benefits, or other compensation owed to the participant, such amounts as may be owed by the participant to PubCo or a Subsidiary, although the participant shall remain liable for any part of the participant’s payment obligation not satisfied through such deduction and setoff. All Awards (including any proceeds, gains or other economic benefit the participant actually or constructively receives upon receipt or exercise of any Award) will be subject to any claw-back policy of PubCo, as set forth in such claw-back policy or the Award Agreement. By accepting any Award granted hereunder, the participant agrees to any deduction, claw-back or setoff under the Incentive Plan, as set forth in the Award Agreement.

Except as otherwise provided in the Incentive Plan, at any time the Board may wholly or partially amend, modify, suspend or terminate the Incentive Plan or the Compensation Committee’s authority to grant Awards under the Incentive Plan without the consent of shareholders or participants. However, without the approval of PubCo’s shareholders given twelve months before or after the action by the Board if such shareholder approval is required by any federal or state law or regulation or the rules of any share exchange or automated quotation system on which the Shares may then be listed or quoted, no action of the Board may (i) increase the limit on the Share Reserve, (ii) reduce the exercise price per share of any outstanding Option or SAR granted under this Plan, (iii) cancel any Option or SAR in exchange for cash, another Award or an Option or SAR with a price per share that is less than the price per share of the original Option or SAR, or (iv) materially modify the requirements as to eligibility for participation in the Incentive Plan. The Compensation Committee shall have no authority to waive or modify any other Award term after the Award has been granted to the extent that the waived or modified term was mandatory under the Incentive Plan.

If the Incentive Plan is approved by TETE’s shareholders and becomes effective, PubCo intends to file a registration statement on Form S-8 registering the shares reserved for issuance under the Incentive Plan within 30 days after PubCo becomes eligible to use such form.

Approval of the Incentive Plan Proposal requires the affirmative vote of the holders of a majority of TETE Shares represented by virtual attendance or represented or proxy at the extraordinary general meeting of TETE shareholders and entitled to vote thereon. Votes marked “FOR” this proposal will be counted in favor of the proposal. Failure to vote by proxy or to vote virtually at the extraordinary general meeting, abstentions, and broker non-votes will have no effect on the vote.

This Incentive Plan Proposal is conditioned upon the approval of the Business Combination Proposal. If such proposal is not approved, this Incentive Plan Proposal will have no effect, even if approved by our shareholders.

“RESOLVED, as an ordinary resolution, that the adoption of the Incentive Plan for Bradbury Capital Inc. and any form award agreements thereunder, be approved, ratified and confirmed in all respects with effect on and from the closing date of the Business Combination.”

THE TETE BOARD UNANIMOUSLY RECOMMENDS THAT THE TETE SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE INCENTIVE PLAN PROPOSAL.

Effective as of the closing of the Business Combination, the board of directors of PubCo will consist of five directors, one of whom will be designated by TETE. The TETE’s Board has recommended Loo See Yuen, Chow Wing Loke, Alan Fung, Virginia Jaqveline Chan, and Soon Chong Seng to serve on PubCo’s board of directors effective as of the closing of the Business Combination.

At the extraordinary general meeting, TETE’s shareholders are being asked to appoint [_] as Class I director serving until PubCo’s 2025 annual meeting of shareholders; [_] and [_] as Class II directors serving until PubCo’s 2026 annual meeting of shareholders; and [_] and [_] as Class III directors serving until PubCo’s 2027 annual meeting of shareholders; and in each case, until their successors are duly elected and qualified, or until their earlier resignation, removal or death. See “PubCo’s Directors and Executive Officers of the PubCo After the Business Combination” of this proxy statement/prospectus for more information.

If the Business Combination is consummated, each of the existing directors of TETE will resign from the TETE Board upon the closing of the Business Combination.

“RESOLVED, as an ordinary resolution, that [_] be appointed as Class I director serving until PubCo’s 2025 annual meeting of shareholders; [_] and [_] be appointed as Class II directors serving until PubCo’s 2026 annual meeting of shareholders; and [_] and [_] be appointed as Class III directors serving until PubCo’s 2027 annual meeting of shareholders; and in each case, effective as of the closing of the Business Combination in accordance with the Merger Agreement.”

The appointment of each director nominee requires an ordinary resolution under Cayman Islands law, being the affirmative vote (in person or by proxy) of holders of a majority of the issued and outstanding Ordinary Shares present and entitled to vote thereon and who vote at the extraordinary general meeting or any adjournment thereof. The Director Election Proposal is dependent upon the approval and completion of the Business Combination. If the Business Combination is not approved or completed, this proposal will have no effect even if approved by our shareholders.

TETE’s board of directors recommends a vote “FOR” the appointment of each of the director nominees in the Director Election Proposal.

In the event there are not sufficient votes for the Reincorporation Merger Proposal, the Business Combination Proposal, the Charter Amendment Proposals, the Nasdaq Proposal, the Incentive Plan Proposal or the Director Election Proposal or otherwise in connection with, the adoption of the Merger Agreement and the transactions contemplated thereby, the TETE Board may adjourn the extraordinary general meeting to a later date, or dates, if necessary, to permit further solicitation of proxies. 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 February 20, 2026 (unless otherwise extended).

If the Adjournment Proposal is not approved by our shareholders, our Board may not be able to adjourn the extraordinary general meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Reincorporation Merger Proposal, the Business Combination Proposal, the Charter Amendment Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, or the Director Election Proposal.

Approval of the Adjournment Proposal requires the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding TETE Shares as of the Record Date represented in person, including by virtual attendance, or represented by proxy at the extraordinary general meeting of TETE shareholders and entitled to vote thereon. Votes marked “FOR” this proposal will be counted in favor of the proposal. Failure to vote by proxy or to vote in person at the extraordinary general meeting, abstentions, and broker non-votes will have no effect on the vote.

Adoption of the Adjournment Proposal is not conditioned upon the adoption of any of the other proposals.

The board of directors recommends a vote “FOR” adoption of the Adjournment Proposal.

“RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting to be approved.”

THE TETE BOARD UNANIMOUSLY RECOMMENDS THAT THE TETE SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

The following is a general discussion of the material U.S. federal income tax consequences (i) of the exercise of redemption rights by U.S. Holders (defined below) of Public Shares, (ii) of the Reincorporation Merger to U.S. Holders of Public Shares (excluding any redeemed shares) and Public Warrants (collectively, the “TETE securities”), and (iii) of the subsequent ownership and disposition of PubCo Ordinary Shares and PubCo Warrants (collectively, the “PubCo securities”) received in the Business Combination by U.S. Holders. This discussion applies only to TETE securities or PubCo securities that is held as a capital asset within the meaning of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and does not address all of the U.S. federal income tax consequences that may be relevant to a U.S. Holder or a Non-U.S. Holder in light of their personal circumstances, including any tax consequences arising under the Medicare contribution tax on net investment income or alternative minimum tax consequences, or to such holders of TETE securities or PubCo securities that are subject to special treatment under the Code, such as:

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

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.

For purposes of this “— Material U.S. Federal Income Tax Considerations,” a “U.S. Holder” is a beneficial owner of TETE securities or PubCo securities who or which is any of the following for U.S. federal income tax purposes:

U.S. persons have the authority to control all of its substantial decisions, or (b) it has in effect a valid election under applicable U.S. treasury regulations to be treated as a U.S. person.

This discussion does not address any aspect of U.S. federal non-income tax laws, such as gift or estate tax laws, state, local or non-U.S. tax laws or, except as discussed herein, any tax reporting obligations of a holder of TETE securities or PubCo securities. Additionally, this discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold TETE securities or PubCo securities through such entities. If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of TETE securities or PubCo securities, the U.S. federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partnership.

This discussion is based upon the Code, applicable treasury regulations thereunder, published rulings and court decisions, all of which as in effect as of the date of this proxy statement/prospectus and all of which are subject to change, possibly with retroactive effect. We have not sought, and will not seek, a ruling from the Internal Revenue Service (the “IRS”) or an opinion of counsel as to any U.S. federal income tax consequence described herein. The IRS may disagree with the descriptions herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.

THIS SUMMARY DOES NOT PURPORT TO BE A COMPREHENSIVE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE BUSINESS COMBINATION. IN ADDITION, THE U.S. FEDERAL INCOME TAX TREATMENT OF THE BENEFICIAL OWNERS OF TETE SECURITIES AND PUBCO SECURITIES MAY BE AFFECTED BY MATTERS NOT DISCUSSED HEREIN AND DEPENDS IN SOME INSTANCES ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF U.S. FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. HOLDERS OF TETE SECURITIES OR PUBCO SECURITIES SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE BUSINESS COMBINATION AND OF THE OWNERSHIP AND DISPOSITION OF PUBCO SECURITIES AFTER THE BUSINESS COMBINATION, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL, STATE, LOCAL, AND OTHER TAX LAWS.

Subject to the PFIC rules discussed below, in the event that a U.S. Holder 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 Code or is treated as a corporate distribution under Section 301 of the Code with respect to the U.S. Holder. 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. It is unclear, however, whether the redemption rights with respect to the Public Shares may suspend the running of the applicable holding period for this purpose. Long term capital gain realized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

Whether redemption of Public Shares qualifies for sale treatment will depend largely on the total number of shares of Public Shares treated as held by such U.S. Holder. The redemption of Public Shares generally will be treated as a sale or exchange of Public Shares (rather than as a distribution) if the receipt of cash upon the redemption (i) is “substantially disproportionate” with respect to a U.S. Holder, (ii) results in a “complete termination” of such U.S. Holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to such U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. Holder must take into account not only Public Shares actually owned by such U.S. Holder, but also Public Shares that is constructively owned by such U.S. Holder. A U.S. Holder may constructively own, in addition to Public Shares owned directly, Public Shares owned by related individuals and entities in which such U.S. Holder has an interest, or which have an interest in such U.S. Holder, as well as any Public Shares such U.S. Holder has a right to acquire by exercise of an option, which would generally include Public Shares that could be acquired pursuant to the exercise of warrants. In order to meet the substantially disproportionate test, the percentage of issued and outstanding Public Shares actually and constructively owned by a U.S. Holder immediately following the redemption of Public Shares must, among other requirements, be less than 80% of the percentage of issued and outstanding voting Public Shares actually and constructively owned by such U.S. Holder immediately before the redemption. There will be a complete termination of a U.S. Holder’s interest if either (i) all of Public Shares actually and constructively owned by such U.S. Holder is redeemed or (ii) all of Public Shares actually owned by such U.S. Holder is redeemed and such U.S. Holder is eligible to waive, and effectively waives, in accordance with specific rules, the attribution of shares of Public Shares owned by family members and such U.S. Holder does not constructively own any other shares of Public Shares. The redemption of Public Shares will not be essentially equivalent to a dividend if such redemption results in a “meaningful reduction” of a U.S. Holder’s proportionate interest in us. Whether the redemption will result in a “meaningful reduction” in a U.S. Holder’s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” U.S. Holders should consult with their own tax advisors as to the tax consequences of any such redemption.

If none of the foregoing tests are satisfied, then the redemption may be treated as a distribution to the U.S. Holder. Such a distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of such earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) a U.S. Holder’s adjusted tax basis in such U.S. Holder’s Public Shares. Any remaining excess distribution will be treated as gain from the sale or exchange of Public Shares. Dividends paid to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends we pay to a non-corporate U.S. Holder generally will constitute “qualified dividends” that will be subject to tax at the maximum tax rate accorded to long-term capital gains. It is unclear whether the redemption rights with respect to Public Shares described in this proxy statement/prospectus may prevent a U.S. Holder from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be. U.S. Holders who hold different blocks of Public Shares (generally, Public Shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

Because the Reincorporation Merger will occur prior to the redemption of 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 tax rules relating to PFICs as a result of the Reincorporation Merger (as discussed further below).

All U.S. Holders are urged to consult their tax advisors as to the tax consequences to them of a redemption of all or a portion of their Public Shares pursuant to an exercise of redemption rights.

U.S. Federal Income Tax Consequences of the Reincorporation Merger to U.S. Holders

The following discussion, “— U.S. Federal Income Tax Consequences of the Reincorporation Merger to U.S. Holders,” constitutes the opinion of Loeb & Loeb, counsel to TETE, as to the material U.S. federal income tax consequences of the Reincorporation Merger to U.S. Holders of TETE securities, subject to the limitations, exceptions, beliefs, assumptions, and qualifications described in such opinion and otherwise herein.

The U.S. federal income tax consequences of the Business Combination to U.S. Holders will depend on whether the Reincorporation Merger qualifies as a “reorganization” under the provisions of Section 368 of the Code. The provisions of the Code that govern reorganizations are complex and are based on typical transaction structures effected under U.S. law. U.S. Holders should be aware that the completion of the Business Combination is not conditioned on the receipt of an opinion of counsel that the Reincorporation Merger qualifies as a “reorganization,” and that none of TETE or PubCo has requested nor intends to request a ruling from the IRS with respect to the U.S. federal income tax treatment of the Business Combination. There can be no assurance that the IRS will not take a contrary position to views expressed herein or that a court will not agree with a contrary position of the IRS.

Although U.S. persons generally do not recognize gain or loss on the receipt of stock pursuant to a “reorganization” under Section 368 of the Code, Section 367(a) of the Code, and Treasury Regulations promulgated thereunder, require 5 Percent Holders who do not enter into a GRA under applicable Treasury Regulations to recognize gain (but not loss) with respect to certain cross-border reorganizations. However, Section 367(a) should not apply to the Reincorporation Merger in a manner that causes gain recognition to 5 Percent Holders who do not enter into a GRA under applicable Treasury Regulations, unless the exchange of TETE securities for PubCo securities is considered to be an indirect stock transfer under the applicable Treasury Regulations. For this purpose, an indirect stock transfer may occur if PubCo transfers the assets it acquires from TETE pursuant to the Reincorporation Merger to certain subsidiary corporations in connection with the Business Combination. There are significant factual and legal uncertainties concerning the determination of whether the requirements of Section 367(a) will be satisfied which are not discussed herein. The rules under Section 367(a) of the Code and Section 368 of the Code are complex and there is limited guidance as to their application, particularly with regard to indirect stock transfers in cross-border reorganizations. If you believe that you will be a 5 Percent Holder, you are strongly urged to consult your tax advisor regarding the effect of the Business Combination to you taking into account the rules of Section 367(a) of the Code (including the possibility of entering into a GRA under applicable Treasury Regulations). In addition, U.S. Holders may be subject to the PFIC rules discussed below “— Passive Foreign Investment Company Status.” Accordingly, no assurance can be given as to whether an indirect stock transfer will occur in connection with the Business Combination or that U.S. Holders will not recognize gain, if any, as a result of the exchange of TETE securities for PubCo securities.

Because the Reincorporation Merger will occur immediately prior to the redemption of 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 the Reincorporation Merger. All holders considering exercising redemption rights with respect to their Public Shares are urged to consult with their tax advisors with respect to the potential tax consequences to them of the Reincorporation Merger and exercise of redemption rights.

Subject to the PFIC rules discussed below, the Reincorporation Merger should qualify as a “reorganization” under the provisions of Section 368 of the Code, and provided that it is not treated as an indirect stock transfer, a U.S. Holder that exchanges its TETE securities pursuant to the Reincorporation Merger should not recognize gain or loss on the exchange of TETE securities for PubCo securities. The aggregate adjusted tax basis of a U.S. Holder in the PubCo securities received as a result of the Reincorporation Merger should equal the aggregate adjusted tax basis of the TETE securities surrendered in the exchange. A U.S. Holder’s holding period for the PubCo securities received in the exchange should include the holding period for the TETE securities surrendered in the exchange. If Section 367(a) of the Code applies to the Reincorporation Merger, as described above, a 5 Percent Holder who does not enter into a GRA under applicable Treasury Regulations, may be required to recognize gain (but not loss) as a result of the Reincorporation Merger.

Because the Reincorporation Merger will occur immediately prior to the redemption of 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 of the Code as a result of the Reincorporation Merger.

If the Reincorporation Merger fails to qualify as a “reorganization” within the meaning of Section 368 of the Code, and subject to the PFIC rules discussed below under the heading “— Passive Foreign Investment Company Status,” a U.S. Holder that exchanges its TETE securities for PubCo securities in the Reincorporation Merger will recognize gain or loss equal to the difference between (i) the sum of the fair market value of the PubCo securities received and (ii) the U.S. Holder’s adjusted tax basis in the TETE securities exchanged therefor. A U.S. Holder’s aggregate tax basis in the PubCo securities received will be the fair market value of those securities on the date the U.S. Holder receives them. The U.S. Holder’s holding period for the PubCo securities received pursuant to the Reincorporation Merger will begin on the day after the date the U.S. Holder receives such PubCo securities.

Such gain or loss will be a capital gain or loss and will be a long-term capital gain or loss if the U.S. Holder’s holding period for the TETE securities exceeds one year at the time of the Reincorporation Merger. Long-term capital gains of non-corporate U.S. Holders currently are subject to reduced rates of U.S. federal income taxation. 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 requirement. The deductibility of capital losses is subject to limitations under the Code. Any such gain or loss recognized by a U.S. Holder will generally be treated as U.S. source gain or loss.

Notwithstanding the foregoing, if the Reincorporation Merger fails to qualify as a “reorganization” under the provisions of Section 368 of the Code and TETE has been a PFIC for any taxable year during the holding period of a U.S. Holder (and a U.S. Holder of TETE securities has not made certain elections with respect to its TETE securities), such U.S. Holder would be subject to tax under the PFIC rules on any gain on the exchange of its TETE securities for the consideration under the Business Combination, as discussed below, “U.S. Federal Income Tax Considerations — Passive Foreign Investment Company Status.”

U.S. Holders should consult their own tax advisors as to the particular consequences to them of the exchange of TETE securities for PubCo securities pursuant to the Business Combination, the qualification of the Reincorporation Merger as a reorganization, and the potential application of Section 367(a) to the Reincorporation Merger.

US Federal Income Tax Consequences of the Acquisition Merger to U.S. Holders of TETE Securities

U.S. Holders of TETE securities who do not exercise their redemption rights will not be selling, exchanging, or otherwise transferring their TETE securities as described in this discussion and will therefore not be subject to any material U.S. federal income tax consequences as a result of the Acquisition Merger.

Certain adverse U.S. federal income tax consequences could apply to a U.S. Holder if TETE, , or, after the Business Combination, PubCo, or any of their subsidiaries is treated as a PFIC for any taxable year during which the U.S. Holder holds Public Shares, or, after the Business Combination, PubCo Ordinary Shares. A non-U.S. corporation will be classified as a PFIC for any taxable year (a) if at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any entity in which it is considered to own at least 25% of the interest by value, is passive income, or (b) if at least 50% of its assets in a taxable year of the foreign corporation, ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any entity in which it is considered to own at least 25% of the interest by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

Because the classification of a non-U.S. corporation as a PFIC is a factual determination made annually after the close of each taxable year, TETE has not provided assurance that it was not a PFIC for its 2022 taxable year or for any prior year. If (a) TETE has been a PFIC for any taxable year during the holding period of a U.S. Holder (and a U.S. Holder of TETE securities has not made certain elections with respect to its TETE securities), and (b) PubCo is not a PFIC in the taxable year of the Business Combination and the Reincorporation Merger does not qualify as a “reorganization” under Section 368 of the Code, such U.S. Holder would likely recognize gain (but not loss if the Reincorporation Merger qualifies as a “reorganization”) upon the exchange of TETE securities for PubCo securities pursuant to the Reincorporation Merger. The gain (or loss) would be computed as described above under “— If the Reincorporation Merger Does Not Qualify as a Reorganization.” Any such gain recognized by such U.S. Holder on the exchange of TETE securities for PubCo securities would be allocated ratably over the U.S. Holder’s holding period for the TETE securities. Such amounts allocated for the current taxable year and any taxable year prior to the first taxable year in which TETE was a PFIC would be treated as ordinary income, and not as capital gain, in the U.S. Holder’s taxable year, and such amounts allocated to each other taxable year beginning with the year that TETE became a PFIC would be taxed at the highest tax rate in effect for each year to which the gain was allocated, together with a special interest charge on the tax attributable to each such year.

Likewise, whether PubCo or any of its subsidiaries is treated as a PFIC for U.S. federal income tax purposes is a factual determination that must be made annually at the close of each taxable year and, thus, is subject to significant uncertainty. Among other factors, fluctuations in the market price of PubCo Ordinary Shares and how, and how quickly, PubCo uses liquid assets and cash obtained in the Business Combination may influence whether PubCo or any of its subsidiaries is treated as PFIC. Accordingly, we are unable to determine whether PubCo or any of its subsidiaries will be treated as a PFIC for the taxable year of the Business Combination or for future taxable years, and there can be no assurance that PubCo or any of its subsidiaries will not be treated as a PFIC for any taxable year. Moreover, PubCo does not expect to provide a PFIC annual information statement for 2023 or going forward, which will preclude U.S. Holders from making or maintaining a “qualified electing fund” election under Section 1295 of the Code.

If TETE, or, after the Business Combination, PubCo were determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of Public Shares or PubCo securities, and the U.S. Holder did not make a valid “mark-to-market” election, such U.S. Holder generally will be subject to special rules with respect to:

Although a determination as to TETE’s, or after the Business Combination, PubCo’s PFIC status will be made annually, an initial determination that TETE, or, after the Business Combination, PubCo is a PFIC will generally apply for subsequent years to a U.S. Holder who held Public Shares, or, after the Business Combination, PubCo Ordinary Shares while TETE or PubCo was a PFIC, whether or not TETE or PubCo meet the test for PFIC status in those subsequent years.

If a U.S. Holder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable stock, the U.S. Holder may make a mark-to-market election with respect to such shares for such taxable year. If the U.S. Holder makes a valid mark-to-market election for the first taxable year of the U.S. Holder in which the U.S. Holder holds (or is deemed to hold) Public Shares, or, after the Business Combination, PubCo Ordinary Shares and for which TETE, or after the Business Combination, PubCo is determined to be a PFIC, such holder generally will not be subject to the PFIC rules described above in respect to its Public Shares, or, after the Business Combination, PubCo Ordinary Shares as long as such shares continue to be treated as marketable stock. Instead, in general, the U.S. Holder will include as ordinary income each year that TETE or Pubco is treated as a PFIC the excess, if any, of the fair market value of its Public Shares, or, after the Business Combination, PubCo Ordinary Shares at the end of its taxable year over the adjusted basis in its Public Shares, or, after the Business Combination, PubCo Ordinary Shares. The U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its Public Shares, or, after the Business Combination, PubCo Ordinary Shares over the fair market value of its Public Shares, or, after the Business Combination, PubCo Ordinary Shares at the end of its taxable year (but only to the extent of the net amount of previously recognized income as a result of the mark-to-market election). The U.S. Holder’s adjusted tax basis in its Public Shares, or, after the Business Combination, PubCo Ordinary Shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of the Public Shares, or, after the Business Combination, PubCo Ordinary Shares in a taxable year in which TETE or PubCo is treated as a PFIC will be treated as ordinary income. Special tax rules may also apply if a U.S. Holder makes a mark-to-market election for a taxable year after the first taxable year in which the U.S. Holder holds (or is deemed to hold) its Public Shares, or, after the Business Combination, PubCo Ordinary Shares and for which TETE or PubCo is treated as a PFIC. Currently, a mark-to-market election may not be made with respect to TETE Warrants or PubCo Warrants.

The mark-to-market election is available only for stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, including Nasdaq (on which, after the Business Combination, PubCo intends to list the PubCo Ordinary Shares), or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. Such stock generally will be “regularly traded” for any calendar year during which such stock is traded, other than in de minims quantities, on at least 15 days during each calendar quarter, but no assurances can be given in this regard with respect to the Public Shares, or, after the Business Combination, PubCo Ordinary Shares. U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election in respect of Public Shares, or, after the Business Combination, PubCo Ordinary Shares under their particular circumstances.

If TETE, or, after the Business Combination, PubCo is a PFIC and, at any time, has a foreign subsidiary that is classified as a PFIC, U.S. Holders generally would be deemed to own a portion of the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described above if TETE, or, after the Business Combination, PubCo were to receive a distribution from, or dispose of all or part of TETE’s, or, after the Business Combination, PubCo’s interest in, the lower-tier PFIC (even though such U.S. Holder would not receive the proceeds of those distributions or dispositions) or the U.S. Holders otherwise were deemed to have disposed of an interest in the lower-tier PFIC. A mark-to-market election generally would not be available with respect to such lower-tier PFIC. U.S. Holders are urged to consult their own tax advisors regarding the tax issues raised by lower-tier PFICs.

A U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. Holder, may have to file an IRS Form 8621 (whether or not a mark-to-market election is or has been made) with such U.S. Holder’s U.S. federal income tax return and provide any such other information as may be required by the U.S. Treasury Department. Failure to do so, if required, will extend the statute of limitations until such required information is furnished to the IRS.

The rules dealing with PFICs and mark-to-market elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders of Public Shares, or, after the Business Combination, PubCo Ordinary Shares should consult their own tax advisors concerning the application of the PFIC rules to Public Shares, or, after the Business Combination, PubCo Ordinary Shares under their particular circumstances.

U.S. Federal Income Tax Consequences of Ownership and Disposition of PubCo Securities

The following discussion is a summary of U.S. federal income tax consequences of the ownership and disposition of PubCo securities to U.S. Holders who receive such PubCo securities pursuant to the Business Combination.

The gross amount of any distribution on PubCo Ordinary Shares that is made out of PubCo’s current and accumulated profits (as determined for U.S. federal income tax purposes) will generally be taxable to a U.S. Holder as ordinary dividend income on the date such distribution is actually or constructively received by such U.S. Holder. Any such dividends paid to corporate U.S. Holders generally will qualify for the dividends received deduction if the requisite holding period is satisfied. Dividends paid to a non-corporate U.S. Holder generally will constitute “qualified dividends” that will be subject to tax at the maximum tax rate accorded to long-term capital gains.

Non-corporate U.S. Holders that do not meet a minimum holding period requirement or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code (dealing with the deduction for investment interest expense) will not be eligible for the reduced rates of taxation applicable to qualified dividends. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met.

To the extent that the amount of any distribution made by PubCo on the PubCo Ordinary Shares exceeds PubCo’s current and accumulated earnings and profits for a taxable year (as determined under U.S. federal income tax principles), the distribution will first be treated as a tax-free return of capital, causing a reduction (but not below zero) in the adjusted basis of the U.S. Holder’s PubCo Ordinary Shares, and to the extent the amount of the distribution exceeds the U.S. Holder’s tax basis, the excess will be taxed as capital gain recognized on a sale or exchange as described below under “— Sale, Exchange, Redemption or Other Taxable Disposition of PubCo Securities.”

A U.S. Holder will generally recognize gain or loss on any sale, exchange, redemption, or other taxable disposition of PubCo Ordinary Shares and PubCo Warrants in an amount equal to the difference between the amount realized on the disposition and such U.S. Holder’s adjusted tax basis in such PubCo Ordinary Shares or PubCo Warrants. Any gain or loss recognized by a U.S. Holder on a taxable disposition of PubCo Ordinary Shares or PubCo Warrants will generally be capital gain or loss and will be long-term capital gain or loss if the holder’s holding period in the PubCo Ordinary Shares or PubCo Warrants exceeds one year at the time of the disposition. Preferential tax rates may apply to long-term capital gains recognized by non-corporate U.S. Holders (including individuals). The deductibility of capital losses is subject to limitations. Any gain or loss recognized by a U.S. Holder on the sale or exchange of PubCo Ordinary Shares or PubCo Warrants will generally be treated as U.S. source gain or loss.

Except as discussed below with respect to the cashless exercise of a PubCo Warrant, a U.S. Holder generally will not recognize gain or loss upon the acquisition of a share of PubCo Ordinary Shares on the exercise of a PubCo Warrant for cash. A U.S. Holder’s tax basis in a share of PubCo Ordinary Shares received upon exercise of the PubCo Warrant generally will be an amount equal to the sum of the U.S. Holder’s tax basis in the PubCo Warrant exchanged therefor and the exercise price. The U.S. Holder’s holding period for a share of PubCo Ordinary Shares received upon exercise of the PubCo Warrant will begin on the date following the date of exercise (or possibly the date of exercise) of the PubCo Warrants and will not include the period during which the U.S. Holder held the PubCo Warrants. If a PubCo Warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder’s tax basis in the PubCo Warrant.

The tax consequences of a cashless exercise of a warrant are not clear under current tax law. A cashless exercise may be tax-free, either because the exercise is not a gain realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either tax-free situation, a U.S. Holder’s basis in the PubCo Ordinary Shares received would equal the holder’s basis in the PubCo Warrant exercised therefor. If the cashless exercise were treated as not being a gain realization event, a U.S. Holder’s holding period in the PubCo Ordinary Shares would be treated as commencing on the date following the date of exercise (or possibly the date of exercise) of the PubCo Warrant. If the cashless exercise were treated as a recapitalization, the holding period of the PubCo Ordinary Shares would include the holding period of the PubCo Warrant exercised therefor.

It is also possible that a cashless exercise could be treated in part as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. Holder would recognize gain or loss with respect to the portion of the exercised PubCo Warrants treated as surrendered to pay the exercise price of the PubCo Warrants (the “surrendered warrants”). The U.S. Holder would recognize capital gain or loss with respect to the surrendered warrants in an amount generally equal to the difference between (i) the fair market value of the PubCo Ordinary Shares that would have been received with respect to the surrendered warrants in a regular exercise of the PubCo Warrants and (ii) the sum of the U.S. Holder’s tax basis in the surrendered warrants and the aggregate cash exercise price of such warrants (if they had been exercised in a regular exercise). In this case, a U.S. Holder’s tax basis in the PubCo Ordinary Shares received would equal the U.S. Holder’s tax basis in the PubCo Warrants exercised plus (or minus) the gain (or loss) recognized with respect to the surrendered warrants. A U.S. Holder’s holding period for the PubCo Ordinary Shares would commence on the date following the date of exercise (or possibly the date of exercise) of the PubCo Warrant.

Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise, there can be no assurance which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their tax advisors regarding the tax consequences of a cashless exercise of PubCo Warrants.

In general, information reporting requirements may apply to dividends received by U.S. Holders of PubCo securities and the proceeds received on the sale, exchange or redemption of PubCo securities effected within the United States (and, in certain cases, outside the United States), in each case, other than U.S. Holders that are exempt recipients (such as corporations). Backup withholding (currently at a rate of 24%) may apply to such amounts if the U.S. Holder fails to provide an accurate taxpayer identification number (generally, on an IRS Form W-9 provided to the paying agent of the U.S. Holder’s broker) or is otherwise subject to backup withholding. Any redemptions treated as dividend payments with respect to PubCo securities and proceeds from the sale, exchange, redemption or other disposition of PubCo securities may be subject to information reporting to the IRS and possible U.S. backup withholding.

U.S. Holders should consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules. Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against the U.S. Holder’s U.S. federal income tax liability, and a U.S. Holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for a refund with the IRS and furnishing any required information. Holders are urged to consult their own tax advisors regarding the application of backup withholding and the availability of and procedures for obtaining an exemption from backup withholding in their particular circumstances.

The following unaudited pro forma condensed combined financial information presents the combination of financial information of TETE and Super Apps, adjusted to give effect to the Business Combination and related transactions.

TETE Technologies Inc, Bradbury Capital Holdings Inc. and Super Apps Holdings Sdn. Bhd were incorporated for the sole purpose of effectuating the merger. They do not meet the definition of a business. These entities have no activities other than transaction costs which are included in the transaction accounting adjustments.

Therefore, the following unaudited pro forma condensed combined balance sheet as of June 30, 2025 combines the historical audited consolidated balance sheet of OneShop Retail as of June 30, 2025 , with the historical audited balance sheet of TETE as of May 31, 2025, giving pro forma effect to the Business Combination Transactions as if they had occurred as of December 31, 2024.

The following unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2025 and for the year ended December 31, 2024 combines the historical unaudited statement of operations of OneShop Retail for the six months ended June 30, 2025 and audited statement of operations for the year ended December 31, 2024 and the historical unaudited statement of operations of TETE for the six months ended May 31, 2025 and audited statement of operations for the year ended November 30, 2024 on a pro forma basis as if the Business Combination had occurred on January 1, 2025, the beginning of the earliest period presented.

The unaudited pro forma condensed combined balance sheet as of June 30, 2025, has been derived from:

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2025 and year ended December 31, 2024, has been derived from:

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as in effect on the date of this proxy statement/prospectus/prospectus which incorporates Transaction Accounting Adjustments. Super Apps and TETE have elected not to present any estimates related to potential synergies and other transaction effect that are reasonably expected to occur or have already occurred and will only be presenting Transaction Accounting Adjustments in unaudited pro forma condensed combined financial information.

This information should be read together with the financial statements and related notes, as applicable, of each of OneShop Retail and TETE included in this proxy statement/prospectus/prospectus and OneShop Retail’ and TETE’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus/prospectus.

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. On 29 February 2024, a Supplemental Agreement was entered to amend the terms and conditions of the original Share Sale Agreement between MobilityOne and Super Apps. In the Supplemental Agreement, both MobilityOne and Super Apps have agreed to complete the 60% disposal of shares in OneShop Retail to Super Apps upon the completion of the Supplemental Agreement.

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

Super Apps intends to account for the Share Sale Agreement, the Joint Venture Agreement and the License Agreement 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.

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) subject to the approval and adoption of the Merger Agreement by the shareholders of TETE, 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.

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 (the “Merger Consideration”) 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, to former Holdings shareholders. 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.

The Contingent Shares issuable at each Earn-out Quarter to former Holdings shareholders is determined by the percentage of achievement of the Revenue Target, which is variable. As such, the “fixed-for-fixed” criteria is not under IAS 32, and thus management determined that they should be classified as a liability and recognized at fair value at each reporting period with changes in fair value included in earnings.

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. Stock certificates evidencing the Merger Consideration shall bear restrictive legends as required by any securities laws at the time of the Business Combination.

On February 26, 2025, TETE and Holdings entered into a PIPE Agreement with the PIPE Investors pursuant to which the PIPE Investors agreed to purchase from TETE 625,000 TETE ordinary shares, for a purchase price of approximately $5.0 million. The PIPE Investors have indicated an interest, but are not obligated, to purchase PIPE Shares in an aggregate amount of $16.0 million in connection with the Business Combination. The form of PIPE subscription agreement is filed as exhibit 10.21 to this proxy statement/prospectus and is incorporated herein by reference.

On January 19, 2025, TETE, the Sponsor, and Investor entered into the Non-Redemption Agreement. Investor is willing to not exercise its redemption rights in connection with the extension of the date by which TETE must consummate an initial business combination to April 20, 2025, or to validly rescind any previously submitted redemption demand. In consideration, the Sponsor desires to forfeit that number of Founder Shares equal to 150,000 shares and TETE desires to issue to the investor 150,000 newly-issued shares of TETE ordinary shares.

On April 14, 2025, TETE entered into a non-redemption agreement with certain institutional investors. Pursuant to the non-redemption agreement, the investors agreed that, in connection with TETE’s extraordinary meeting of shareholders to be held on April 16, 2025, the investors would not exercise their right to redeem public shares of TETE, or they would rescind or reverse previously submitted redemption requests prior to the meeting. Under the terms of the non-redemption agreement, provided the proposals were approved by the shareholders, TETE and the Sponsor agreed that, promptly following the consummation of the proposed business combination, the Sponsor shall forfeit 53.2% of 560,061 ordinary shares of the Company and TETE shall issue a number of shares of the post-closing company equal to such forfeited shares to the investors, for no additional consideration.

The Business Combination will be accounted for as a capital reorganization, in accordance with IFRS. Under this method of accounting, TETE would be expected to be treated as the “acquired” company for financial reporting purposes, and Super Apps will be the accounting “acquirer”. This determination was primarily based on the assumption that:

Another determining factor was that TETE does not meet the definition of a “business” pursuant to IFRS 3, and thus, for accounting purposes, the Business Combination will be accounted for as a capital reorganization, within the scope of IFRS 2. The net assets of TETE will be stated at historical cost, with no goodwill or other intangible assets recorded. Any excess of fair value of shares issued to TETE over the fair value of TETE’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred.

TETE has elected to provide the unaudited pro forma condensed combined financial information under two different redemption scenarios of TETE public shares into cash as more fully described below:

The following table sets out share ownership of TETE on a pro forma basis assuming the Minimum Redemption Scenario and the Maximum Redemption Scenario:

(1) The shares held by TETE public shareholders include the 150,000 shares to be forfeited by the Sponsor at the Closing according to the Non-Redemption Agreement dated January 19, 2025 and the 297,952 shares to be forfeited by the Sponsor at the Closing according to the Non-Redemption Agreement dated April 14, 2025.

(2) The 2,959,548 shares held by TETE Sponsor include 2,875,000 Insider Shares, which were acquired prior to the IPO for an aggregate purchase price of $25,000, and exclude the 150,000 shares to be forfeited by the Sponsor at the Closing according to the Non-Redemption Agreement dated January 19, 2025 and the 297,952 shares to be forfeited by the Sponsor at the Closing according to the Non-Redemption Agreement dated April 14, 2025.

(3) TETE and Holdings entered into a PIPE Agreement with the PIPE Investors pursuant to which the PIPE Investors agreed to purchase from TETE 625,000 TETE ordinary shares, for a purchase price of approximately $5.0 million. The PIPE Investors have indicated an interest, but are not obligated, to purchase PIPE Shares in an aggregate amount of $16.0 million in connection with the Business Combination.

The following unaudited pro forma condensed combined statement of financial position as of December 31, 2024, and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 are based on (i) the audited consolidated financial statements of OneShop Retail for the year ended December 31, 2024, and (ii) the audited financial statements of TETE for the year ended November 30, 2024. The unaudited pro forma adjustments are based on information currently available, assumptions, and estimates underlying the pro forma adjustments and are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial statements:

For a description of the Business Combination and certain agreements executed in connection therewith, see “Summary of the Proxy statement/prospectus/Prospectus — The Business Combination” and “Certain Agreements Related to the Business Combination.”

The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that TETE will experience. Super Apps and TETE have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified Transaction Accounting Adjustments and present the Management’s Adjustments. TETE has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial information.

TETE does not meet the definition of a “business” pursuant to IFRS 3 as it is an empty listed shell holding only cash raised as part of its original equity issuance. As a result, the Business Combination does not qualify as a “business combination” within the meaning of IFRS 3, Business Combinations; rather, the Business Combination will be accounted for as a capital reorganization in accordance with IFRS 2, Share-Based Payments. See Note 3-Accounting for the Business Combination for more details.

TETE Technologies Inc and Bradbury Capital Holdings Inc. were incorporated for the sole purpose of effectuating the merger. They do not meet the definition of a business. These entities have no activities other than transaction costs which are included in the transaction accounting adjustments.

Super Apps is a private limited liability company limited by shares organized and existing under the Laws of the Republic of Malaysia is the 60% majority owner of OneShop Retail. As the majority owner of OneShop Retail, Super Apps does not have operations or activities that would lead to a conclusion that it is a substantive entity as a stand-alone entity. OneShop Retail is a private limited liability company incorporated and domiciled in Malaysia. The registered office of the Company is located at No. 73-1, Jalan Radin Tengah, Bandar Sri Petaling, 57000 Kuala Lumpar, Malaysia. The principal place of business is Unit 6-2a-2, Wisma LMS, No. 6, Jalan Abdul Rahman Idris, Kampung Baru, 50300 Kuala Lumpar, Malaysia. The principal activities of the Company are the general merchant retail sales of all type of goods, materials and commodities. Since OneShop Retail has assets, liabilities, and established operating activities it is determined to be a substantive entity. IFRS 10 establishes principles for presenting and preparing consolidated financial statements when an entity controls one or more other entities and requires the parent entity that controls a subsidiary to present consolidated financial statements that present the assets, liabilities, equity, income, expenses and cash flows of a parent and its subsidiaries as those of a single economic entity. Under IFRS 10, Super Apps presents consolidated financial statements with OneShop Retail. As OneShop Retail is the operating company in the consolidated group, their financial statements will be included in the pro forma financial statements.

The historical financial statements of OneShop Retail have been prepared in accordance with IFRS as issued by the IASB. The historical financial statements of TETE have been prepared in accordance with IFRS. The unaudited pro forma condensed combined financial information reflects IFRS, the basis of accounting used by OneShop Retail. Two adjustments required to convert TETE’s financial statements from U.S. GAAP to IFRS for purposes of the unaudited pro forma condensed combined financial information were to (i) reclassify TETE Class A Ordinary Shares subject to redemption to non-current financial liabilities under IFRS 2, and (ii) reclassify TETE Warrants to non-current financial liabilities under IAS 32.

TETE has elected to provide the unaudited pro forma condensed combined financial information under two different redemption scenarios of TETE public shares into cash as more fully described below:

After the Business Combination, TETE’s current public shareholders, the Sponsor, and current Holdings’ shareholders, under the different redemption scenarios would be expected to own approximately the following percentages of PubCo Ordinary Shares:

The pro forma adjustments do not have an income tax effect as they are either (i) incurred by legal entities that are not subject to a corporate income tax, or (ii) permanently non-deductible or non-taxable based on the laws of the relevant jurisdiction.

The share amounts and ownership percentages set forth above are not indicative of voting percentages and do not take into account TETE Warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter.

The historical financial information of TETE has been adjusted to give effect to the differences between U.S. GAAP and IFRS as issued by the IASB for the purposes of the unaudited pro forma condensed combined financial information. Two adjustments required to convert TETE’s financial statements from U.S. GAAP to IFRS for purposes of the unaudited pro forma condensed combined financial information were to (i) reclassify TETE Class A Ordinary Shares subject to redemption to non-current financial liabilities under IFRS 2, and (ii) reclassify TETE Warrants to non-current financial liabilities under IAS 32.

Further, as part of the preparation of the unaudited pro forma condensed combined financial information, certain reclassifications were made to align TETE’s historical financial information in accordance with the presentation of OneShop Retail’ historical financial information.

Note 6 — Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2025

The pro forma adjustments to the unaudited pro forma condensed combined balance sheet as of June 30, 2025 are as follows:

(1) The licenses were valued using the Multi-Period Excess Earnings Method (“MPEEM”). The MPEEM reflects the present value of the operating cash flows generated by the licenses after taking into account technological obsolescence and the cost to realize the revenue and an appropriate discount rate to reflect the time value and risk associated with the cash flows.

(2) The customer relationships were valued using the Multi-Period Excess Earnings Method (“MPEEM”). The MPEEM reflects the present value of the operating cash flows generated by existing customer relationships after taking into account retention of the customers and the cost to realize the revenue and an appropriate discount rate to reflect the time value and risk associated with the cash flows.

Note 7 — Adjustments and Reclassifications to Unaudited Pro Forma Condensed Combined Statements Of Operations for the Six Months ended June 30, 2025 and for the Year Ended December 31, 2024

The pro forma adjustments included in the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2025 and for the year ended December 31, 2024 are as follows:

Represents the loss per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2024. As the Business Combination is being reflected as if it had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted loss per share assumes that the shares issued in connection with the Business Combination have been outstanding for the entire period presented.

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption of TETE’s public shares:

Super Apps Holdings Sdn Bhd, a Malaysian private limited company, was incorporated on April 20, 2022, and is a wholly-owned subsidiary of Holdings.

Super Apps’ principal executive offices are located at: L5-07 Level 5, Wisma BU8, No. 11, Lebuh Bandar Utama, Bandar Utama, 47800 Petaling Jaya, Selangor, Malaysia. Our telephone number at this address is +6012-334 8193.

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. On February 29, 2024, the parties entered into a Supplemental Agreement pursuant to which Super Apps acquired 60% of the equity interest in OneShop Retail prior to the consummation of the Business Combination. This acquisition was completed on February 29, 2024. If the Business Combination fails to close, MobilityOne is entitled to repurchase such 60% equity interest for a nominal consideration of RM1.0.

OneShop Retail was originally 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. Shortly after the execution of the Joint Venture Agreement, OneShop Retail’s wholesaling business was gradually discontinued. Super Apps intends to focus on operating and expanding the Carve-Out Business (as defined below) after the consummation of the Business Coobination.

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 intends to focus exclusively on operating and expanding the Carve-Out Business after the completion of the Business Combination.

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.

Pursuant to 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 2026 (the “Revenue Target”) or any other period as agreed upon by the parties. The annual revenue of $125 million for 2026 is unconditionally guaranteed by MobilityOne in accordance with the terms of the Joint Venture Agreement. 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.

MobilityOne will be novating customer contracts over to the Joint Venture. The customers earmarked to be transferred in 2022 to the Joint Venture generated aggregate revenues of approximately USD$94 million during the fiscal year ended 2024. MobilityOne intends to include additional customers in order to meet the target revenue post combination. 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.

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”). 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.

Super Apps is a party to a Collaboration Agreement dated October 19, 2022 with MyIsCo Sdn Bhd (“MYISCO”) pursuant to which Super Apps and MYISCO agreed to jointly offer financial products to MYISCO’s database of customers and former customers. As the “financing partner,” Super Apps agreed to provide to MYISCO a minimum loan of RM10.0 million (approximately $2.3 million) (the “MYISCO Loan”) to finance the cost of Shariah compliant financial products to be offered by MYISCO to its database of customers and former customers. 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. MYISCO has agreed to pay Super Apps 5% per annum interest on the MYISCO Loan. Profits arising from the collaboration will be evenly shared 50-50 between Super Apps and MYISCO. Unless earlier terminated pursuant to the terms of the Collaboration Agreement, the Collaboration Agreement will terminate upon the depletion of the MYISCO Loan provided by Super Apps. Through the Collaboration Agreement, Super Apps hopes to access MYICO’s database of customers for the purpose of offering additional products and services in the future.

The National Cooperative of Malaysia (“ANGKASA”), is the union representing cooperatives in Malaysia. Since its establishment in 1971, ANGKASA has played the role as the apex of cooperatives for the co-operative movement in the country. The organization has over 10,000 registered cooperatives, more than 8 million members, with an annual revenue of $5.5 billion covering a wide range of sectors including community development, innovation and technology, financial services development, retail and wholesale, tourism and healthcare, property development, plantation and agriculture and Agro-based industry.

MYISCO is a wholly-owned subsidiary of MyAngkasa Digital Services Sdn Bhd, a private limited company that is led by ANGKASA, MyAngkasa Holdings Sdn Bhd, Boustead Digital Services Sdn Bhd, MySwitch Sdn Bhd and Mruncit Ventures Sdn Bhd. It is a fintech and marketplace company which aims to provide a digital wallet service to the population in the ASEAN region.

The shareholder of Holdings are Bradbury Private Investment XVIII Inc (60%) (“Bradbury”) and Wan Heng Chee (40%). The directors of Super Apps are Wan Heng Chee, Tan Sri Suleiman Bin Mohamed, Ah Kow @ Han Yek Yong and Loo See Yuen. Bradbury is incorporated in the British Virgin Islands and its ultimate shareholder is Loo See Yuen. Wan Heng Chee, a Malaysian, has been in business development and has significant business contacts in Malaysia. Loo See Yuen, a Singaporean, is the chief executive officer of an asset management company.

Pursuant to the Joint Venture Agreement, OneShop Retail will receive the Carve-Out Business from MobilityOne of certain transferred customers (“Carve-out Customers”) and service providers covering different business lines, guaranteeing that OneShop Retail will achieve revenues under the Revenue Target of at least totaling $125 million in annual revenue for 2026 or any other mutually agreed upon period. The annual revenue of $125 million for 2026 is unconditionally guaranteed by MobilityOne in accordance with the terms of the Joint Venture Agreement. In order to achieve the Revenue Target, Super Apps will undertake to provide all the necessary working capital requirements of OneShop Retail. 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 shared business services 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.

Pursuant to the License Agreement, MobilityOne will license to OneShop Retail the right to use MobilityOne’ s payment gateways to operate the Carve-Out Business. While OneShop Retail will have the right to modify, enhance or replace intellectual property licensed from MobilityOne, MobilityOne will not be transferring ownership of any intellectual property to be licensed under the License Agreement. The parties also anticipate entering into a separate system hosting agreement to enable MobilityOne to host the entire IT Infrastructure and hardware for OneShop Retail.

Pursuant to 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 2026 or any other period as agreed upon by the parties. The annual revenue of $125 million for 2026 is unconditionally guaranteed by MobilityOne in accordance with the terms of the Joint Venture Agreement. While OneShop Retail achieved revenues of approximately $94 million for the year ended December 31, 2024, the total revenue for MobilityOne for the fiscal year ended December 31, 2024, was approximately $305.4 million which Super Apps believes demonstrates MobilityOne’s ability to carve out sufficient business to enable OneShop Retail to achieve the Revenue Target. In addition, Super Apps believes that through its collaboration with MYISCO, it will be able to finance its business plan and experience significant organic growth by selling financial products to MYISCO’s customers and prior customers. A further discussion on our capital resources is set forth in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Super Apps.”

The Carve-Out Business to be contributed to OneShop Retail by MobilityOne shall include the following rights and assets relating to the Carve-Out Business that are owned, held by, or owed to, MobilityOne (the “Carve-Out Transferred Assets”) at the Closing:

(1) The Business Lines: MobilityOne expects to transfer to OneShop Retail the following business lines: E-money platform, electronic voucher business, Money Lending platform, Payment gateway, Remittance program, Merchant acquiring platform, Debit acquiring host and Mobile Virtual Network Operator (MVNO) platform utilizing MobilityOne’s cutting-edge technology. These business lines may be structured as contractual arrangements with relevant service providers. The parties are in active discussions regarding the specific contracts representing each business line to be transferred. The parties expect the Carve-Out Business to include 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) the Carve-Out Customers: MobilityOne will be transferring over to OneShop 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. In addition to these independent merchants, MobilityOne will be transferring over the following corporate customers:

MobilityOne will be transferring to OneShop Retail all customer contracts related to the Carve-Out Customers. All pre-Closing obligations, liabilities and benefits of the Carve-Out Customers and their contracts will remain with MobilityOne, and OneShop Retail will assume all obligations, liabilities and benefits arising post-Closing.

Except as otherwise set forth above, the parties currently do not expect MobilityOne to transfer over any additional contracts or rights. However, MobilityOne has indicated to us that it would be willing to increase the number of Carve-Out Customers, product segments or other lient relationships if required to meet the revenue guarantee provided in the Joint Venture Agreement. OneShop Retail also has the option to purchase for additional consideration all payment terminals then used by the Carve-Out Customers at Closing.

(3) Transferred Workforce/Operational Know-How: In order to have a seamless business transition for OneShop Retail, MobilityOne will transfer to OneShop Retail from MobilityOne’s existing workforce certain management, finance, business development, human resource, administration, technical and call center personnel. 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 faciliate the operation, expansion and development of OneShop Retail’s business on an as needed basis as mutually determined by the parties.

Except as set forth above, MobilityOne does not expect to contribute any other assets or liabilities to OneShop Retail.

Prior to the consummation of the Business Combination, the Carve-Out Business is being conducted by MobilityOne. MobilityOne acts as an intermediary entity dedicated to streamlining the process of accessing and purchasing electronic voucher products and services from a diverse range of service providers. Its operational framework is designed to offer convenience to its clients while managing the complexities associated with integration, inventory procurement, and order fulfilment on behalf of the service providers.

The below diagram illustrates the operational structure of MobilityOne’s existing Carve-Out Business, catering to both independent and corporate customers: -

In furtherance thereto, the diagram below illustrates the revenue and gross profit generation process within MobilityOne’s existing Carve-Out Business: -

The revenue composition of the Carve-Out Business as conducted by MobilityOne is as follows: 52% derived from banks, 40% from corporate clients, 6% from chain retail stores and 2% from individual retailers. Notably, the majority of our revenue is consolidated among approximately 20 clients, comprising a mix of banks and corporate entities, collectively accounting for 97% of the total revenue in the Carve-Out Business. These significant clients engage in auto-renewed annual contracts with MobilityOne, demonstrating a long-standing business relationship that spans from 5 to more than 10 years.

Super Apps expects that there will be approximately 20 personnel from MobilityOne who will be transferred to the Carve-Out Business.

The Carve-Out Business will maintain its operational continuity, with the primary distinction being that OneShop Retail will now serve as the front-facing entity for the carve-out clients. The below is an overview of the key functions and components of both MobilityOne’s and OneShop Retail’s anticipated business model post-combination: -

For a more detailed comprehension of the operational flow and revenue generation post-combination, please refer to the accompanying diagrams provided below:

After the consummation of the Business Combination, OneShop Retail, as a subsidiary of Super Apps, intends to develop and introduce the new products and services described in the right column of the above diagram. The diagram below depicts the planned new business for OneShop Retail, some of which are a combination of various products used and retained by MobilityOne. The current business lines of MobilityOne are discussed below under “Background of the MobilityOne Business”.

OneShop Retail, as a subsidiary of Super Apps, expects to generate revenue from four product areas: Merchant Sales, One Call, MYISCO Partnership and B-Wallet.

Merchant sales refer to revenue generated from the carve-out business from MobilityOne. These sales are generated from customers to be transferred from MobilityOne to the OneShop Retail as specified in the Joint Venture Agreement.

Revenue from merchant sales is generated on per transaction basis in the form of transactions fee. The transaction fee can be in the form of fixed fee or percentage based. There is no tiering for transaction fees but, depending on business volume, we expect to be able to negotiate for better margins for some products.

The OneCall products and revenue will consist of mobile phone plans and device bundle packages. We anticipate that the collaboration with MYISCO will initiate a significant number of new OneCall subscribers as their services will be promoted in the MYISCO applications to more than eight million members of MYISCO’s ultimate parent company, Angkatan Kerjasama Kebangsaan Malaysia Berhad (“ANGKASA”).

In addition, OneShop Retail will enter into a collaboration agreement with O2U Solutions Sdn Bhd (“O2U Solutions”) who holds a Class C license for manpower recruitment issued by the Ministry of Human Resource. OneShop Retail will be able to acquire incoming foreign workers as their subscribers via the collaboration with O2U Solutions.

Mobile subscription plans, the subscriber will need to top-up the mobile plan whenever the existing plan validity expires or if the existing subscription usage has been exceeded. OneShop Retail will benefit from OneCall’s steady revenue stream from the daily, weekly or monthly mobile subscription plans. In addition, OneShop Retail will be able to get extra revenue from high usage subscribers when they are required to top-up booster mobile packages to continue mobile usage if they have overused their subscription allocation (airtime, SMS or Data). OneShop Retail plans to offer a Hybrid mobile subscription plan where a subscriber can request for additional credit on a loan basis. The Hybrid mobile subscription plan allows OneShop Retail to keep subscribers with cash flow difficulties connected, earn from mobile subscription plan and also interest revenue for the loan.

We believe that the device bundling package which packages a mobile device plus a contractual long term mobile subscription plan will provide device revenue in addition to mobile subscription revenue to OneShop Retail.

Under the Collaboration Agreement between Super Apps and MYISCO where Super Apps will act as the financing partner and will make available a sum of approximately $2.14 million or RM10 million to MYISCO during the first year. Super Apps will provide credit lending to MYISCO members to make available a credit line for the members to make payment for monthly bills and purchases at ANGKASA’s e-commerce portal. For the advance of the financing, MYISCO has agreed to pay Super Apps a return of 5% per annum.

MYISCO has also agreed to appoint the Super Apps as its authorized bill payment collection and credit lending agency. Profits generated from the bill payment collection and credit lending business will be shared on a 50:50 basis between MYISCO and Super Apps.

Revenue from MYISCO collaboration is expected to be derived from product sales margin and also credit lending activities targeting the Angkasa members.

After the completion of the Business Combination, Super Apps intends to launch a B-Wallet business, which will include a mobile application that offer various product and services in their B-Wallet application, such product and services include e-commerce platforms, loan products and investment related products. The B-Wallet product and services will initially be offered to existing government servants from the database obtained from MyIsCo.

To attract users to use B-Wallet, Super Apps will be offering 3% interest per annum for money deposited into B-Wallet. With the permission from the user, the money deposited will be reinvested by Super Apps with a licensed fund management company in a money market fund which we hope will generate a return higher than 3% per annum. Super Apps will be able to make the difference between the pay-out and the returns. Working in partnership with fund management companies, Super Apps hopes to also derive revenue sharing income for cross selling investment-based products within B-Wallet. We anticipate that revenue from B-Wallet will be derived from multiple sources such as investment income from eMoney deposits, product sales margin, credit lending and cross selling investment products.

Super Apps has already executed the Collaboration Agreement with MyIsCo to access its database of government servants and the License Agreement which will provide the technology platform for necessary to operate this business. Super Apps is currently in discussions with a licensed fund management company to reinvest the funds deposited and to cross sell investment based products. Super Apps expects to launch its B-Wallet business shortly after the completion of the Business Combination and expect this business segment to generate revenue within the first two quarters after completion of the Business Combination.

With the execution of such incentive, Super Apps projects that there will be a total deposit of RM One billion or $227.27 million by their B-Wallet users during Year 1. Roughly RM600 million or $136.36 million of such estimated amount will be disbursed to B-Wallet users as credit facilities extended by Super Apps. From the credit facility disbursed to B-Wallet user, it is expected that close to 80% will be spent on B-Wallet’s e-commerce platform within the mobile application. Investment products will be offered on the B-Wallet and these investments will be managed by a Malaysian fund management company. By leveraging on the fintech revolution, we plan to change the traditional asset management industry by offering automated algorithm-driven financial planning services for micro-investments, access to peer-to-peer financing and equity crowdfunding platforms, and an avenue to make bite-size investments through services such as digital wallets.

Based on the substantial growth in mobile wallet users, as demonstrated in Figure 1, with Malaysia ranking 3^rd among ASEAN peers, our objective is to become a leader of the digital wallet industry in Malaysia by amplifying the number of options available as a digital wallet provider in the market.

We are optimistic that our e-Wallet products will continue to capture a significant share of the market, with the increasing adoption of e-wallet services by consumers. With our e-Wallet, we expect to offer a seamless experience for transactions with our esteemed bank partners, providing a safe, secure and convenient mode of payment for mobility services. Moreover, our authorized payment gateways provide an added advantage to our customers, making it easy to connect with our extensive list of merchants and further amplifying the reach of B-Wallet in the market.

Super Apps and OneShop Retail will maintain Employee’s Compensation Insurance, vehicle insurance and third-party risks insurance for the business purposes. We will maintain certain insurance in accordance customary industry practices in Malaysia and we purchase Employee’s Compensation Insurance to cover their liability in the event that their staff suffers an injury or illness during the normal course of their work.

We operate in a highly competitive and fragmented industry that is sensitive to price and service. We compete with leading payment systems 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.

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

After the Business Combination, we will rely upon the License Agreement from MobilityOne for the Licensed Technology, including the proprietary MobilityOne payment ecosystem. We also expect to rely on trade secrets, copyrights, know-how, trademarks, license agreements and contractual provisions to establish our intellectual property rights and protect our “OneShop Retail” brand and services. These legal means, however, afford only limited protection and may not adequately protect our rights. Litigation may be necessary in the future to enforce our intellectual property rights, protect our trade secrets or determine the validity and scope of the proprietary rights of others. Litigation could result in substantial costs and diversion of resources and management attention. Any unauthorized disclosure or use of our intellectual property could make it more expensive to do business and harm our operating results.

The laws of Malaysia and our target countries may not protect our brand and services and intellectual property to the same extent as U.S. laws, if at all. We may be unable to fully protect our intellectual property rights in these countries. Further, companies in the internet, social media technology and other industries may own large numbers of patents, copyrights and trademarks and may frequently request license agreements, threaten litigation or file suit against us based on allegations of infringement or other violations of intellectual property rights.

We intend to seek the widest possible protection for significant product and process developments in our major markets through a combination of trade secrets, trademarks, copyrights and patents, if applicable. We anticipate that the form of protection will vary depending upon the level of protection afforded by the particular jurisdiction. In certain countries where intellectual property protection may be more limited and difficult to enforce. In such instances, we may seek protection of our intellectual property through measures taken to increase the confidentiality of our findings.

We intend to register trademarks as a means of protecting the brand names of our companies and products. We intend protect our trademarks against infringement and also seek to register design protection where appropriate.

We rely on trade secrets and unpatentable know-how that we seek to protect, in part, by confidentiality agreements. We expect that, where applicable, we will require our employees to execute confidentiality agreements upon the commencement of employment with us. We expect these agreements to provide that all confidential information developed or made known to the individual during the course of the individual’s relationship with us is to be kept confidential and not disclosed to third parties except in specific limited circumstances. The agreements will also provide that all inventions conceived by the individual while rendering services to us shall be assigned to us as the exclusive property of our company. There can be no assurance, however, that all persons who we desire to sign such agreements will sign, or if they do, that these agreements will not be breached, that we would have adequate remedies for any breach, or that our trade secrets or unpatentable know-how will not otherwise become known or be independently developed by competitors.

We will be 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.

We are subject to the regulatory and enforcement authority of the Central Bank of Malaysia or Bank Negara Malaysia (BNM) under the (Financial Services Act), 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 our business, financial position, results of operations and future prospects.

We 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.

Post Business Combination, we intend to conduct e-Money, Merchant Acquiring, Money Services Business, Money Lending, Mobile Virtual Network Operator businesses from Malaysia. The primary laws and regulations to which we are subject relate to payment systems, anti-money laundering and anti-terrorism financing, exchange control, consumer protection, electronic commerce and personal data protection. In Malaysia, each of these businesses require approval from either Central Bank of Malaysia or 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:

Certain services and products to be made available through OneShop Retail are subject to regulation and supervision by regulators and as such, OneShop Retail is required to undertake certain compliance obligations. If we were to become directly subject to banking regulations or if the third-party risk management requirements applicable to us were to change, our business model may need to be substantially altered and we may not be able to continue to operate our business as currently envisaged. Failure by OneShop Retail, or any of our business partners, to comply with applicable laws and regulations could have a material adverse effect on our business, financial position and results of operations.

Super Apps and OneShop Retail will be relying upon MobilityOne to provide certain payment processing, debit card and e-wallet services

Malaysia has regulating and requiring licensing, registration, notice filing, or other approval by parties that engage in certain activities regarding consumer finance transactions and payment systems. Super Apps and OneShop Retail will be relying upon MobilityOne to provide certain payment processing, debit card and e-wallet services. MobilityOne has also received inquiries from regulatory agencies regarding requirements to obtain licenses from or register with those states, including in states where we have determined that we are not required to obtain such a license or be registered with the state, and we expect to continue to receive such inquiries. The Regulatory requirements may evolve over time, therefore affecting our business activities, products and services.

If Super Apps and OneShop Retail were found to be in violation of applicable laws and regulations by a Malaysian court, or local enforcement agency, or agree to resolve such concerns by voluntary agreement, we could be subject to or agree to pay fines, damages, injunctive relief (including required modification or discontinuation of our business in certain areas), criminal penalties, and other penalties or consequences, and the non-recourse advances facilitated through our platform could be rendered void in whole or in part, any of which could have an adverse effect on our business, results of operations, and financial condition.

Malaysia does not have a standalone Cyber Security Law, but a number of separate laws in this area to counter cybercrimes. These include: -

We are subject to the general laws in Malaysia governing businesses including labor, occupational safety and health, general corporations, intellectual property and other similar laws.

Current Malaysian Exchange Control regulations permit Malaysian subsidiaries to pay dividends without restrictions to US parent companies or other subsidiaries. Under the Malaysian Income Tax Act, 1967 (the Act), no withholding or income tax is payable in Malaysia in respect of dividends paid by the Malaysian subsidiaries to its shareholders whether resident or non-resident of Malaysia in respect of dividends declared.

Cash dividends, if any, on our ordinary shares will be paid in U.S. dollars. Dividends we pay to our overseas shareholders are not subject to withholding tax under the Malaysian Income Tax Act, 1967.

With regard to the Malaysian transfer pricing implication, it is noted that MobilityOne and OneShop Retail will enter into a Software Licence Agreement whereby MobilityOne agreed to licence OneShop Retail on a royalty-free basis for MobilityOne’s proprietary electronic payment platform. As MobilityOne and OneShop Retail are related parties (or associated persons), any transactions between associated persons must be at an arm’s length price to meet the requirements of Section 140A of the Act and the Income Tax (Transfer Pricing) Rules 2012 and 2023. The arm’s length price refers to a price that would have been charged in a similar transaction between independent persons. The royalty-free licensing arrangement can be challenged by the Inland Revenue Board (IRB) if discovered during a tax audit and the IRB is empowered to make adjustment to the adjusted income or chargeable income of MobilityOne to reflect the arm’s length price for the transaction with OneShop Retail. A surcharge (or penalty) of up to 5% of the increase in the amount of income consequent to the adjustment will be imposed by the IRB.

Background about MobilityOne – the Joint Venture Partner, Licensor and 40% Co-Owner of OneShop Retail

MobilityOne is a leading solution provider for electronic transactions and payments in Malaysia, having almost two decades of experience in the payments industry. Incorporated in Malaysia since 2002, MobilityOne was initially established as a payment aggregator and a merchant acquirer, focusing on providing businesses with payment terminals enhanced with additional features that allows them to fully benefit from the full capabilities of a mobile payment terminal. With this, MobilityOne enables businesses to not only process retail payments on these card terminals, but to allow these businesses to provide a wider range of services to their customers which include bill payments, prepaid reloads, government related payments and cashback services.

Progressively, as MobilityOne matured in the Malaysian market, the company diversified its range of service offerings to include telecommunications and e-commerce solutions. MobilityOne was also authorised by Bank Negara Malaysia (BNM), the central bank of Malaysia, to provide remittances and e-wallet services which allowed MobilityOne to offer its customers with a comprehensive payment solution for both domestic and international settlements. The product offering enables customers to be provided with the option to remit money either from physical branches or via available digital platforms such as web portals or mobile applications. The company strives to optimize technology to simplify and streamline payments for its users. With the required technology, MobilityOne can provide a cheaper and more convenient alternative means of e-money payment for users to pay for anything, anywhere. The company has also established relationships with various business partners that have benefit from MobilityOne’s end-to-end e-commerce solution. MobilityOne’s partners include various service providers across several industries in Malaysia through multiple distribution devices such as EDC terminals, SMS, ATMs, and Internet banking.

In Malaysia, eMoney operators are regulated by Bank Negara Malaysia. MobilityOne was approved to operate an eMoney scheme in 2017 and received permission in 2022 to increase its eMoney wallet limit to RM10,000 and issue prepaid Mastercards. eMoney, or electronic money, is a digital currency stored and exchanged electronically, eliminating the need for physical cash. MobilityOne targets various market segments, including students, foreign workers, organizations, and state governments. MobilityOne has three eMoney business models: proprietary eMoney for specific ecosystems like schools, MasterCard eMoney (branded MiPay) for prepaid open-loop payment ecosystem, and white-label eMoney offered to organizations and state governments for customized schemes. Towards the end of 2024, MobilityOne successfully connected to PayNet’s RealTime Payment Platform (RPP) which allows MobilityOne’s eMoney the ability to be accepted by more than 2.5 million DuitNow QR merchants in Malaysia. By connecting to PayNet’s RPP platform, MobilityOne’s eMoney can also leverage on PayNet’s cross border collaboration to enable MobilityOne’s eMoney to be accepted by overseas merchants within the region.

MobilityOne ‘s Value-Added Services (VAS) platform, integral since the company’s inception, acts as an electronic payment aggregation platform. It serves as a bridge between service providers (e.g., mobile operators, utilities companies) and channel partners (e.g., retailers, banks), offering a seamless payment ecosystem. MobilityOne, as the aggregator, facilitates integration, enabling optimized resources, core business focus, wider market reach, and faster time to market for both service providers and channel partners. Examples of VAS services include electronic voucher sales and utilities bill payment. MobilityOne shares revenues with channel partners based on the commissions from service providers for each transaction within the system.

MobilityOne’s Money Lending Platform, operated by its subsidiary OneTranzact Sdn. Bhd., is authorized by the Ministry of Housing and Local Government of Malaysia for conventional money lending products. In addition, approval from a Shariah Advisory firm under Bank Negara Malaysia, OneTranzact is able to offer a diverse range of financing products. These include personal financing, product financing for motorcycle dealers, motorcycle financing for individuals, and business financing. The company adheres to a maximum interest rate of 18% per annum in Malaysia, with the flexibility to charge reasonable processing fees and penalties for late payments.

MobilityOne offers an Online Payment Gateway Platform known as M1Pay (https://M1Pay.com.my). This service facilitates secure online transactions between customers (cardholders), merchants, payment gateways, acquiring banks, issuing banks, and cardholder’s banks. The platform plays a vital role in ensuring secure communication and encryption to prevent fraud during transactions.

To provide Online Payment Gateway services in Malaysia, approval from Bank Negara Malaysia is required due to the handling of sensitive payment information. M1Pay accepts various payment methods, including international payments (Visa/Mastercard/UnionPay), local online payments (FPX), and local and international eWallets (TnGo Digital, GrabPay, Boost, Alipay).

MobilityOne’s Online Payment Gateway Platform offers three product offerings: Basic Payment Gateway for standard integration, Customized Payment Gateway for tailored solutions requiring additional integration, and White-label Payment Gateway for customers owning their gateway but seeking additional payment methods not available through their system.

MobilityOne operates a Merchant Acquiring Platform for electronic payment acceptance at physical retailers, requiring approval from Bank Negara Malaysia. Similar to the Online Payment Gateway, this platform involves stakeholders such as customers, merchants, merchant acquirers, acquiring banks, issuing banks, and cardholder’s banks.

As a merchant acquirer, MobilityOne provides secure payment devices to transmit payment information between stakeholders and ensures transaction authentication and encryption to prevent fraud. Accepted payment methods include international payments (Visa/Mastercard/UnionPay), local debit scheme (MyDebit), and local/international eWallets.

MobilityOne is one of the five non-bank companies connected to the Malaysian National Payment Switch (PayNet), granted permission to process Local Debit electronic payment transactions at physical retail outlets, branded as MyDebit. MyDebit is a local electronic payment scheme operated by PayNet, owned by Bank Negara Malaysia and 11 other Malaysian banks.

As a Non-Bank Third-Party Processor for MyDebit, MobilityOne adheres to high security, compliance, and governance requirements mandated by PayNet. The advantages include greater control over the merchant onboarding process, better transaction fee margins, and recognition as a direct participant in the national payment infrastructure. Local Debit Acquiring is a subset of MobilityOne’s Merchant Acquisition Platform and serves as one of the available payment methods.

MobilityOne’s subsidiary, OneTransfer Remittance Sdn. Bhd., operates a licensed Money Services Business under Bank Negara Malaysia, focusing on remittance transactions in Malaysia, a net sender country. With approximately 2.2 million foreign workers in Malaysia, OneTransfer Remittance is a key player in this sector.

The remittance process involves customer initiation, verification, payment acceptance (cash, debit, or electronic transfer), processing and settlement with recipient entities, notification to the customer, and compliance reporting for regulatory requirements, including anti-money laundering and counter-terrorist financing laws.

OneTransfer Remittance has direct partnerships with cash-out providers in various countries and collaborates with MoneyGram International for both incoming and outgoing money transfers. The choice between direct connectivity and MoneyGram depends on foreign exchange margins and transaction fees. The company offers various channels for money transfer, including permanent outlets, kiosks, and digital platforms (mobile applications and online).

Recently, Bank Negara Malaysia approved the “PayLater” feature, allowing foreign workers without online payment capabilities to initiate transactions via the OneTransfer Mobile Application and complete payments at nearby retailers. This feature aims to expand customer reach through a retailer network, enabling retailers to earn processing fees and attract more customers to their outlets.

MobilityOne, in collaboration with TFP Berhad, is set to offer a Mobile Virtual Network Operator (MVNO) platform, complementing its e-payment infrastructure. MobilityOne intends to leverage on TFP Berhad’s expertise in operating “OneCall” mobile fintech business. On March 7, 2024, MobilityOne acquired Jejak Semangat Sdn. Bhd. which holds a MVNO license from the Malaysia Communication and Multimedia Commission.

An MVNO is a mobile service provider that leases network capacity from an existing mobile network operator (MNO), offering services like voice, messaging, and data without the need for network infrastructure. OneCall, leveraging MobilityOne eMoney Lending features, plans to introduce an innovative Hybrid Mobile Plan targeting the B40, M40, and foreign worker segments. This plan combines elements of prepaid and postpaid, allowing those with credit rating concerns to access postpaid-like features with a small additional financing charge.

With the expected adoption of 5G networks in Malaysia, OneCall aims to capitalize on the increased demand for new 5G mobile devices and plans. The collaboration positions itself to benefit from the growing 5G infrastructure, offering both higher-value 5G mobile plans and devices as the technology becomes more widely adopted among the general mobile population.

After the consummation of the Business Combination, OneShop Retail, as a subsidiary of Super Apps, intends to develop and introduce the new products and services described in the right column of the diagram on page 155. The diagram depicts the planned new business for OneShop Retail, some of which are a combination of various products used and retained by MobilityOne.

Super Apps Holdings Sdn Bhd (“Super Apps”), a Malaysian private limited company, was incorporated on April 20, 2022, and is a wholly-owned subsidiary of Holdings. Prior to Super Apps becoming a wholly-owned subsidiary of Holdings, it was wholly owned by Bradbury Private Investment XVIII Inc. and Wan Heng Chee. 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.

Pursuant to the Share Sale Agreement dated October 19, 2022 MobilityOne agreed to sell 60% of the equity shares in OneShop Retail to Super Apps for RM80 million in cash and listed shares in TETE. The breakdown is RM60 million ($13.6 million) in cash and RM20 million ($4.54 million) in TETE listed shares. Super Apps expects the TETE Shares to be obtained from the allocation of the Merger Consideration due to the shareholders of Super Apps pursuant to the Amended and Restated Agreement and Plan of Merger, dated August 2, 2023, by and among Technology & Telecommunication Acquisition Corporation, TETE TECHNOLOGIES INC, TETE INTERNATIONAL INC, Bradbury Capital Holdings Inc., Super Apps Holdings Sdn Bhd, Technology & Telecommunication LLC and Loo See Yuen, a copy of which is attached to the proxy statement/prospectus as Annex A-1. OneShop Retail is a Malaysian private limited company incorporated on October 17, 2019. Currently OneShop Retail is engaged in wholesaling of all type of goods, materials and commodities and is 100%-owned by MobilityOne, a Malaysian private limited company. After the closing of the Share Sale Agreement, OneShop Retail will be owned 60% by Super Apps and 40% by MobilityOne.

On February 29, 2024, the parties entered into a Supplemental Agreement pursuant to which Super Apps acquired 60% of the equity interest in OneShop Retail prior to the consummation of the Business Combination. This acquisition was completed on February 29, 2024. If the Business Combination fails to close, MobilityOne is entitled to repurchase such 60% equity interest for a nominal consideration of RM1.0. The consideration due to MObilityOne in connection with the sale of the 60% equity interest in OneShop Retail will be paid in accordance with the terms of the original Share Sale Agreement.

Pursuant to the Joint-Venture Agreement dated October 19, 2022, by and among Super Apps, MobilityOne and OneShop Retail, upon the consummation of the Business Combination, OneShop Retail will engage in the Carve-Out Business in Malaysia, and other businesses as per licensing agreement which includes eMoney, money lending, payment remittance, payment gateway and mobile network operator services such as voice and data messaging services. Under the Joint Venture Agreement MobilityOne will transfer certain customers to OneShop Retail. Through the Joint Venture Agreement and License Agreement with MobilityOne, OneShop Retail will be able to access to MobilityOne’s digital infrastructure, strategic alliances with prominent merchants, e-commerce platforms, and service providers and licenses required to operate the Carve-Out Business . Due to the passage of time, MobilityOne issued the Confirmation which amended its revenue guarantee to reflect more current dates and to clarify that MobilityOne will contribute its Carve-Out Business only after the consummation of the Business Combination.

OneShop Retail’s current principal executive office is located at 6-2A-2 Wisma LMS, No. 6, Jalan Abdul Rahman Idris, Kg Baru, 50300 Kuala Lumpur. Its telephone number is +603-9213-0669. After the Business Combination, all operations under TETE, Super Apps and OneShop Retail will be located at the corporate office at 16-04, Level 16, Imazium, No 8, Jalan SS2/37 Damansara Uptown, 47400 Petaling Jaya, Selangor, Malaysia.

On August 2, 2023, TETE entered into an amended and restated agreement and plan of merger, 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 merge 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, with Holdings being the surviving entity and resulting in Holdings being a wholly owned subsidiary of PubCo (the “Acquisition Merger”). Holdings owns 100% of Super Apps. Super Apps will own 60% of OneShop Retail Sdn Bhd immediately prior to the consummation of the Business Combination. Upon the consummation of the Business Combination, PubCo’s name will be changed to “Bradbury Capital Inc.”. 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.

Multiple licenses from Malaysian governmental authorities will be required to operate Super App’s businesses, including mobile payments, money lending, fund transfers, and digital wallets. These licenses are directly held by MobilityOne and companies forming part of its group. The below summarizes the primary licenses held by MobilityOne and companies forming part of its group upon which Super Apps will rely to operate the Carve-Out Businesses.

Super Apps (inclusive of OneShop Retail) expects to rely on the below partnerships and contracts to operate and expand its businesses.

Immediately prior to the Closing of the Business Combination, MobilityOne, as Licensor, and OneShop Retail, as Licensees, 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 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 “Licensed Technology”). The License Agreement will expire ten (10) years following the Closing of the Business Combination. The License Agreement is attached as Exhibit 10.14 hereto.

Under the Joint Venture Agreement, MobilityOne will provide technical and business support to OneShop Retail while utilizing MobilityOne’s proprietary payment ecosystem. The Carve-Out Business includes certain transferred customers, authorizations and other related rights exclusively associated with the Carve-Out Business.

In addition to the Carve-Out Business, Super Apps anticipates to access to MobilityOne’s partnerships and affiliations as more fully described below.

MobilityOne is a member of the MyDebit PayNet network which allows it to offer secure, convenient, and widespread payment options to consumers nationwide. Super Apps expects to leverage on MobilityOne’s membership to offer its payment solutions to a broad consumer base nationwide. A copy of MobilityOne’s agreement with MyDebit PayNet is attached as Exhibit 10.15 hereto. While this agreement expired by its terms in March 2013, the parties have continued to operate in accordance with the terms of this contract, and MobilityOne continues to be a member of the MyDebit PayNet network.

MobilityOne is authorized to issue prepaid Mastercards. Super Apps expects to leverage on this collaboration to provide Super Apps’ customers with the flexibility and accessibility to make seamless online and offline payments, bolstering our position as a trusted financial partner. In addition, it also empowers us to provide a comprehensive digital wallet solution that enables seamless transactions, secure fund transfers, and financial management capabilities. This agreement expires April 28, 2026, and automatically renews for two-year periods unless otherwise terminated. A copy of MobilityOne’s agreement with Mastercard is attached as Exhibit 10.16 hereto.

Through its partnership with MoneyGram in the field of remittance services, MobilityOne’s customers gain access to a vast network of MoneyGram agents and digital platforms worldwide, enabling them to send and receive money quickly, securely, and conveniently across borders. Super Apps Retail expects to access this partnership to offer national and cross-border remittance services to its customers. This agreement expired September 22, 2025. The parties to this agreement are in discussions regarding renewal or extension of this agreement. A copy of the agreement between an affiliate of MobilityOne and MoneyGram is attached as Exhibit 10.17 hereto.

In collaboration with TFP Solutions Berhad (“TFP”) (a company listed on the Stock Exchange of Malaysia); Super Apps will also offer a mobile plan which will complement an e-payment ecosystem. TFP via its subsidiary is a mobile fintech platform under the brand of “OneCall”. Super Apps will be able to provide mobile telecommunications services under OneCall without owning the underlying network infrastructure. By partnering with established network operators, Super Apps can leverage on their infrastructure to deliver high-quality voice, data, and messaging services to its customers. By leveraging the capabilities of the MVNO services, Super Apps can provide seamless connectivity and communication channels to its customers, enabling them to access and manage their eMoney accounts effortlessly. This agreement is dated February 10, 2022, has a one year term and automatically renews on a yearly basis. A copy of MobilityOne’s agreement with TFP is attached as Exhibit 10.18 hereto.

Super Apps is a party to a Collaboration Agreement dated October 19, 2022 with MYISCO pursuant to (which Super Apps agreed to provide a minimum loan of RM10.0 million (approximately $2.3 million) the “MYISCO Loan”) to finance the cost of Shariah compliant financial products to be offered by MYISCO to its customers and former customers through OneShop Retail’s payment platform in accordance with the terms of the Collaboration Agreement. MYISCO has agreed to pay Super Apps 5% per annum interest on the MYISCO Loan. Profits arising from the collaboration will be evenly shared 50-50 between Super Apps and MYISCO. Unless earlier terminated pursuant to the terms of the Collaboration Agreement, the Collaboration Agreement will terminate upon the depletion of the MYISCO Loan provided by Super Apps.

MYISCO Sdn Bhd (“MYISCO”) is a wholly-owned subsidiary of MyAngkasa Digital Services Sdn Bhd, a private limited company that is led by ANGKASA, MyAngkasa Holdings Sdn Bhd, Boustead Digital Services Sdn Bhd, MySwitch Sdn Bhd and MRuncit Ventures Sdn Bhd. It is a fintech and marketplace company which aims to provide a digital wallet service to the population in the ASEAN region.

Super Apps expects to focus primarily on operating and expanding the Carve-Out Business in accordance with the business described in the section entitled “New Products and Business Service Overview”. The principal activity of the planned business involves eMoney services, money lending, payment remittance, payment gateway services, other value-added service businesses, and mobile network operator services like voice and data messaging services. Super Apps expects to benefit from its Joint Venture Agreement with MobilityOne, through which it gains access to MobilityOne’s digital infrastructure, strategic alliances with prominent merchants, e-commerce platforms, service providers, and the necessary licenses for the Carve-Out Business. Please refer to the section “Information of Super Apps” under “Description of the Carve-Out Business” for additional information.

Super Apps plans to introduce new products and services to enhance its offerings. These include merchant sales, OneCall mobile phone plans and device bundles, MYISCO personal financing services, and B-Wallet mobile application with various services like e-commerce, loans, and investments. Super Apps expects its merchant sales, OneCall, MYISCO and B-Wallet services to be key revenue drivers. Super Apps expects to principally market and sell its products and services in Malaysia.

The post-combination business plan for Super Apps is more fully described in the section entitled “New Products and Business Service Overview”.

We expect that we will need approximately $20.0 million in the next twelve months to achieve the Revenue Target. We expect we will need approximately $40 million in the next twelve months following the initial twelve month period to continue to implement our business plan. During this twenty-four month period, we expect to concurrently seek financing up to the amount of $245 million to use to finance our lending products and services.

Our sources of capital to finance our planned business activities may include the sale of equity securities, which include ordinary shares sold in private transactions, capital leases and short-term and long-term debts., There can be no assurance that we will be able to raise such additional capital resources on satisfactory terms. We believe that our current cash and other sources of liquidity discussed below are adequate to support operations for at least the next 12 months.

Merchant sales refer to revenue generated from the carve-out business from MobilityOne. These sales are generated from customers to be transferred from MobilityOne to Super Apps as specified in the JVA. Super Apps has adopted MobilityOne’s historical revenue as a basis in arriving at the basis and assumptions of the projected sales.

In addition, Super Apps will enter into a collaboration agreement with O2U Solutions Sdn Bhd (“O2U Solutions”) who holds a Class C license for manpower recruitment issued by the Ministry of Human Resource. Super Apps will be able to acquire incoming foreign workers as their subscribers via the collaboration with O2U Solutions.

Mobile subscription plans, the subscriber will need to top-up the mobile plan whenever the existing plan validity expires or if the existing subscription usage has been exceeded. Super Apps will benefit from OneCall’s steady revenue stream from the daily, weekly or monthly mobile subscription plans. In addition, Super Apps will be able to get extra revenue from high usage subscribers when they are required to top-up booster mobile packages to continue mobile usage if they have overused their subscription allocation (airtime, SMS or Data). Super Apps plans to offer a Hybrid mobile subscription plan where a subscriber can request for additional credit on a loan basis. The Hybrid mobile subscription plan allows Super Apps to keep subscribers with cash flow difficulties connected, earn from mobile subscription plan and also interest revenue for the loan.

Revenue from MYISCO collaboration is expected to be derived from product sales margin and also credit lending activities targeting the Angkasa members.

Super Apps intends to pursue a B-Wallet business, which includes a mobile application that offer various product and services in their B-Wallet application, such product and services include e-commerce platforms, loan products and investment related products. An annual interest rate of 3.00% will be offered to new B-Wallet users to attract and build B-Wallet’s user base.

With the execution such incentive, Super Apps projects that there will be a total deposit of RM One billion or $227.27 million by their B-Wallet users during Year 1. Roughly RM600 million or $136.36 million of such estimated amount will be disbursed to B-Wallet users as credit facilities extended by Super Apps. From the credit facility disbursed to B-Wallet user, it is expected that close to 80% will be spent on B-Wallet’s e-commerce platform within the mobile application. Investment products will be offered on the B-Wallet and these investments will be managed by a Malaysian fund management company. By leveraging on the fintech revolution, we plan to change the traditional asset management industry by offering automated algorithm-driven financial planning services for micro-investments, access to peer-to-peer financing and equity crowdfunding platforms, and an avenue to make bite-size investments through services such as digital wallets.

Revenue from B-Wallet is expected from multiple sources. It would to be derived from investment income from eMoney deposits, product sales margin, credit lending and cross selling investment products.

To attract users to use B-Wallet, Super Apps will be offering 3% PA for money deposited into B-Wallet. With the permission from the user, the money deposited will be reinvested by Super Apps with a licensed fund management company in a money market fund which will generate a return higher than 3% PA. Super Apps will be able to make the difference between the pay-out and the returns. Working in partnership with fund management companies, Super Apps can also derive revenue sharing income for cross selling investment-based products within B-Wallet.

The following results of operations represents the historical results of the OneShop Retail’s combined financial statements and this section should be read in conjunction with each of OneShop Retail’s combined financial statements and related notes. To date, Super Apps does not have any other results of operations. The historical combined results included below and elsewhere in this proxy statement/prospectus/prospectus are not indicative of the future performance of OneShop Retail following the Business Combination.

Combined Statements of Profit and Loss and Comprehensive Income of the OneShop Retail Combined CarvedOut Business

Components of Statements of Profit and Loss and Comprehensive Income of the OneShop Retail Combined Carved Out Business

The revenue was based on specific identification customers consist of a mix of retail merchants and corporate customers in the electronic voucher business for the Carve-Out Business and OneShop Retail’s wholesale business. MobilityOne will provide sales support, marketing, shared assets, finance, and other corporate and administrative services to the Carve-Out Business.

Expenses were allocated based on an applicable percentage of revenue and on a reasonable reflection of the utilization of services provided to or the benefits received by the Carve-Out Business. These expenses included administrative expenses, other operating expenses and financing cost in the combined statements of profit and loss and comprehensive income of OneShop Retail.

Income taxes represented a stand-alone provision made based on the combined financial statements of OneShop Retail.

The Carve-Out Business faced intense competition during the six months ended June 30, 2025 and 2024, with no significant new business developments. As a result, revenue declined by 5.2%. However, gross profit slightly increased from 4.5% to 4.7% for the six months ended June 30, 2025, compared to the same period in 2024. This increase was mainly due to a higher-margin product mix. The net loss for the period ended June 30, 2025 was $0.210 million, compared to a net loss of $0.503 million for the same period in 2024, reflecting improved cost control in administrative and marketing expenses.

Revenue for the six months ended June 30, 2025, decreased to $43.48 million from $45.86 million in the same period of 2024, representing a 5.2% decline. The reduction was primarily due to performance in the electronic voucher business.

The electronic voucher business revenue was relatively flat and recorded a slight decrease due to increase competition and increased popularity of alternative avenues to purchase the electronic voucher business via e-wallet mobile applications such as Touch N Go.

In the future, we expect revenue to be flat and challenging. This trend aligns with the broader telecommunications sector dynamics in Malaysia, where the overall mobile segment revenue trend is slightly down or relatively flat due to intense competition and price pressures. We expect that new business lines post business combination will also contribute significantly to the revenue.

Cost of revenue comprised costs of purchase of electronic vouchers which includes mobile airtime, game credits, PayTV vouchers, other form of e-vouchers and other costs incurred in bringing the Carve-Out operations inventory ready for sale.

Cost of revenue for the six months ended June 30 2025 and 2024 was $41.44 million and $43.80 million, respectively. The cost of revenue reduced by 5.4% was due primarily to the decrease in revenue associated with the cost of purchase of the mobile airtime.

Administrative expenses consisted primarily of distribution cost, salaries and staff related cost, technology-related fees, including software subscription and license fees, travelling and utilities expenses.

For the six months ended June 30, 2025, administrative expenses was $2.13 million, down from $2.45 million in the same period of 2024, representing a 13.3% reduction. This improvement resulted from enhanced cost control measures.

Other operating expenses consist of depreciation and amortization of fixed assets used for IT equipment, software and administration purpose, such as office building and office equipment.

Other operating expenses were $47,942 for the six months ended June 30 2025, compared to $42,140 in 2024. The increase was due mainly to additional amortization costs incurred for software development.

Financing costs consisted primarily of the interest charges for bank borrowings via MobilityOne. Financing costs were $75,600 for the six months ended June 30, 2025, compared to $64,140 in 2024. The increase was driven by higher bank borrowings used to finance purchases.

Loss before tax for the six months ended June 30 2025 was $210,076 compared to $503,467 for the same period in 2024. The reduced loss was primarily due to the higher-margin product mix and better cost control in administrative expenses, despite higher amortization and financing costs.

No taxation was recorded for the six months ended June 30, 2025 and 2024, reflecting the business’s loss position during both periods.

Net loss for the six months ended June 30 2025 was $210,076, compared to $503,467 in 2024. As discussed above, the reduction in net loss was mainly attributable to a higher-margin product mix and improved cost control over administrative expenses.

Combined Statements of Profit and Loss and Comprehensive Income of the OneShop Retail Combined CarvedOut Business

Components of Statements of Profit and Loss and Comprehensive Income of the OneShop Retail Combined Carved Out Business

Income taxes represented a stand-alone provision made based on the combined financial statements of OneShop Retail.

In 2024, the Carve-Out Business experienced a 7.7% decline in revenue, falling to $94.11 million from $101.93 million in 2023. The decline was primarily due to weaker demand in the electronic voucher segment, in line with a broader downturn in Malaysia’s mobile prepaid market.

Despite a proportional decrease in cost of revenue by 7.6% to $89.64 million, the net loss widened to $892,446 in 2024 from $315,794 in 2023. This was mainly driven by increased unit costs for mobile airtime, higher administrative expenses affected by inflation, and a significant rise in financing costs due to greater borrowings and interest rate hikes.

The revenue outlook remains flat and challenging, mirroring sector-wide headwinds such as market saturation, intense competition, and pricing pressure in Malaysia’s telecommunications industry. However, the business anticipates that new revenue streams introduced post-business combination will drive future growth and diversification.

Revenue for the year ended December 31, 2024, was $94.11 million, compared to $101.93 million for the year ended December 31, 2023, representing a 7.7% decrease. This decline was primarily driven by the electronic voucher business. Additionally, no revenue was recorded for the OneShop wholesale business in 2024.

The decline in electronic voucher revenue was mainly due to softer demand in the core market in Malaysia. According to reports by the two leading telecommunications companies in Malaysia, Maxis and CelcomDigi, mobile prepaid revenues declined in 2024, with Maxis reporting a 2.1% decrease and CelcomDigi a 3.5% decrease. This trend reflects the broader challenges in the Malaysian telecommunications sector, where mobile segment revenues are slightly down or flat due to intense competition and pricing pressures.

As stated in the interim results for the six months ended June 30, 2025, revenue is expected to remain flat and challenging. However, we expect that new business lines post business combination will also contribute significantly to the revenue.

For the year ended December 31, 2024, cost of revenue was $89.64 million, down from $96.97 million in 2023, a decrease of 7.6%. This reduction corresponds with the decline in revenue. However, the overall cost base remained pressured by the increased unit cost of mobile airtime purchases.

Administrative expenses were $5.14 million for the year ended December 31, 2024, slightly higher than $5.09 million in 2023, an increase of 0.9%. The increase was attributed to inflationary pressures in the market, although management maintained tight control over overall spending.

Other operating expenses consist of depreciation and amortization of fixed assets used for IT equipment, software and administration purpose, such as office building and office equipment.

For the year ended December 31, 2024, other operating expenses amounted to $78,830, compared to $89,597 in 2023, a 12.0% decrease. The reduction was primarily due to limited capital investments during the year and certain assets becoming fully depreciated.

Financing costs consisted primarily of the interest charges for bank borrowings via MobilityOne. For the year ended December 31, 2024, financing costs were $143,004, up from $96,770 in 2023. The increase was primarily due to higher bank borrowings used to finance purchases. Additionally, the increase in Malaysia’s Overnight Policy Rate during 2023 contributed to the higher interest expenses.

Loss before tax for the year ended December 31, 2024, was $892,446, compared to $315,794 in 2023. The increase in loss was mainly driven by the higher cost of airtime purchases, increased administrative expenses, and rising financing costs due to both increased borrowings and higher interest rates. .

No taxation was recorded for the years ended December 31, 2024, and 2023, as the business was in a loss-making position during both periods.

Net loss for the year ended December 31, 2024, was $892,446, compared to $315,794 in 2023. As noted above, the higher loss was due to increased purchase costs, slightly higher administrative expenses, and increased financing costs.

Cash used in operating activities during the six months ended June 30 2025 was approximately $210,304. The change in operating activities was attributable to the loss as well as changes to payables.

Cash used in operating activities during the six months ended June 30 2024 was approximately $503,671. The change in operating activities was attributable to the loss as well as changes to payables.

Cash used in operating activities during the year ended December 31, 2024 was approximately $892,288. The change in operating activities was attributable to the loss as well as changes to payables.

Cash used in operating activities during the financial year ended December 31, 2023 was approximately $389,849. The change in operating activities was attributable to the loss as well as changes to payables and tax paid.

Cash provided by financing activities during the six months ended June 30 2025 was $210,295. Cash provided by financing activities primarily consisted of advances from MobilityOne and change in MobilityOne’s funding, allocations and distributions to OneShop Retail.

Cash provided by financing activities during the six months ended June 30 2024 was $503,661. Cash provided by financing activities primarily consisted of advances from MobilityOne and change in MobilityOne’s funding, allocations and distributions to OneShop Retail.

Cash provided by financing activities during the year ended December 31, 2024 was $910,207. Cash provided by financing activities primarily consisted of advances from MobilityOne and change in MobilityOne’s funding, allocations and distributions to OneShop Retail.

Cash used in financing activities during the financial year ended December 31, 2023 was $387,556. Cash used in financing activities primarily consisted of advance from MobilityOne and change in MobilityOne’s funding, allocations and distributions to OneShop Retail.

To date, Super App has funded its operations through support from MobilityOne and bank borrowings. After the closing of the Business Combination, we intend to finance our future development activities and our working capital needs largely through successful completion of the Business Combination and PIPE Investment and any funds remaining in the trust account following redemptions. If additional funds are required, we will seek to raise additional funds through equity and debt financing or from other sources. If we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our business that could impair our operating flexibility and would also require us to incur interest expense. If we raise additional funds through the issuance of equity, the percentage ownership of our equity holders could be diluted. We can provide no assurance that additional financing will be available at all or, if available, that we would be able to obtain additional financing on terms favorable to us.

The source, timing and availability of any future financing will depend principally upon market conditions, and, more specifically, on the market acceptance of our products. Funding may not be available when needed, at all, or on terms acceptable to us. Lack of necessary funds may require us to, among other things, delay, scale back or eliminate expenses including strategizing marketing and pricing model such as adjusting the profit margin to increase projected revenue.

Super Apps’ long-term liquidity requirements are primarily linked to the expenses incurred in connection with enhancing the organic growth, new product development, and local and regional expansion.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF TETE

The following discussion should be read in conjunction with our financial statements attached to this Proxy statement/prospectus and footnotes thereto.

We are a blank check company formed under the laws of the Cayman Islands on November 8, 2021. We were formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more target businesses. While our efforts to identify a target business may span many industries and regions worldwide, we focus on companies with operations in vision sensing technologies. We intend to effectuate our initial Business Combination using cash from the proceeds of our Initial Public Offering and the private placement of the Private Units, the proceeds of the sale of our shares in connection with our initial Business Combination, shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.

We expect to continue to incur significant costs in the pursuit of our initial Business Combination. We cannot assure you that our plans to complete our initial Business Combination will be successful.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception through May 31, 2025 were organizational activities, those necessary to prepare for our Initial Public Offering, described below, and, after our Initial Public Offering, identifying a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We generate non-operating income in the form of interest income on investments held in the Trust Accounts. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended May 31, 2025, we had a net loss of $37,842, which consists of formation and operating costs of $113,900 , partially offset by interest earned on cash and investments held of $76,058

For the three months ended May 31, 2024, we had a net income of $303,423, which consists of interest earned on investments held of $454,098, partially offset by formation and operating costs of $150,675.

For the six months ended May 31, 2025, we had a net income of $30,119, which consists of interest earned on cash and investments held of $327,112, partially offset by formation and operating costs of $296,993.

For the six months ended May 31, 2024, we had a net income of $523,642, which consists of interest earned on investments held of $894,507, partially offset by formation and operating costs of $370,865.

For the year ended November 30, 2024, we had a net income of $617,298, which consists of interest earned on cash and investments held of $1,675,709, partially offset by formation and operating costs of $1,058,411.

For the year ended November 30, 2023, we had a net income of $179,619, which consists of interest earned on cash and investments held of $2,024,071, partially offset by formation and operating costs of $1,844,452.

On January 20, 2022, we consummated our Initial Public Offering of 11,500,000 Units at a price of $10.00 per Unit, generating gross proceeds of $115,000,000. Simultaneously with the consummation of the initial public offering, we completed the private placement of an aggregate of 532,500 units to our sponsor at a purchase price of $10.00 per private placement unit, generating total gross proceeds of $5,325,000.

For the six months ended May 31, 2025, cash used in operating activities was $184,096 .

For the six months ended May 31, 2024, cash used in operating activities was $356,717.

For the year ended November 30, 2024, cash used in operating activities was $731,569.

For the year ended November 30, 2023, cash used in operating activities was $781,376.

As of May 31, 2025, we had cash and investments of $7,258,933 held in the Trust Accounts. We intend to use substantially all of the funds held in the Trust Accounts, including any amounts representing interest earned on the Trust Accounts (less taxes paid and deferred underwriting commissions) to complete our initial business combination. We may withdraw interest to pay taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Accounts will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of May 31, 2025, we had cash of $3,227 outside of the Trust Accounts. We intend to use the funds held outside the Trust Accounts primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial business combination.

In order to fund working capital deficiencies or finance transaction costs in connection with our initial business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the Trust Accounts to repay such loaned amounts but no proceeds from our Trust Accounts would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units identical to the Placement Units, at a price of $10.00 per unit at the option of the lender.

We do not currently believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating our initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Accounts. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

The Company is within 12 months of its mandatory liquidation as of the time of filing this 10-Q. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the liquidity condition and mandatory liquidation raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate.

These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial agreements involving assets.

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 Existing M&A provides that its corporate existence will cease and it will liquidate the trust account (described herein) and distribute the funds included therein to the holders of ordinary shares sold in its IPO if it does not consummate a business combination by February 20, 2026 (unless otherwise extended).

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 18, 2023, 8,373,932 Public Shares were redeemed by a number of shareholders at a price of approximately $10.31 per share, in an aggregate principal amount of $86,353,662. Following the redemptions, there were 3,126,068 TETE Class A ordinary shares outstanding. On January 20, 2023, TETE issued an unsecured promissory note to its Sponsor, in the amount of $656,747 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 $164,119 per month into the trust account to further extend the Combination Period to July 20, 2023.

Each extension payment was 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. As of [●], 2025, the Sponsor has loaned the Company an aggregate of $[_] for extension payments and the Company has issued the Sponsor promissory notes of an equivalent amount, which are convertible, at the Sponsor’s discretion, into [_] TETE Units upon consummation of the Business Combination at a price of $10.00 per unit. 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 Transactions — Related 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.

As of the date of this proxy statement/prospectus, there was, as a result of the redemptions discussed above, approximately $[_] million in TETE’s trust account.

On October 19, 2022, TETE entered into the Merger Agreement, pursuant to which TETE will become, by way of an acquisition merger, the beneficial owner of all of the issued and outstanding shares and other equity interests of Holdings, resulting in Holdings becoming a wholly-owned subsidiary of TETE. See “Proposal No. 2 – The Business Combination Proposal” for more information regarding the Merger Agreement.

In the event that the Business Combination is not consummated by February 20, 2026 (unless otherwise extended), TETE’s corporate existence will cease and TETE will distribute the proceeds held in the trust account to its public shareholders.

Pursuant to TETE’s Existing M&A, TETE shareholders (except the Initial Shareholders and the officers and 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 Ordinary Share for shareholders) net of taxes payable.

TETE’s Initial Shareholders do not have redemption rights with respect to any TETE Shares owned by them, directly or indirectly (nor will they seek appraisal rights with respect to such Ordinary Shares if appraisal rights would be available to them).

Automatic Dissolution and Subsequent Liquidation of trust account if No Business Combination

If we do not consummate an initial business combination by February 20, 2026 (unless otherwise extended), it will trigger our automatic winding up, dissolution and liquidation pursuant to the terms of TETE’s Existing M&A. As a result, this has the same effect as if we had formally gone through a voluntary liquidation procedure under the Cayman Companies Act. Accordingly, no vote would be required from our shareholders to commence such a voluntary winding up, dissolution and liquidation.

Pursuant to the terms of TETE’s Existing M&A and the trust agreement entered into between us and Continental Stock Transfer & Trust Company, LLC, in order to extend the time available for us to consummate our initial business combination, our Initial Shareholders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account, for each one-month extension after July 20, 2023 and until July 20, 2024, the lesser of $144,000 and (b) $0.045 for each Class A ordinary share outstanding, on or prior to the date of the applicable deadline. Our Initial Shareholders or their affiliates or designees will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a business combination unless there are funds available outside the trust account to do so. Such notes would either be paid upon consummation of our initial business combination, or, at the lender’s discretion, converted upon consummation of our business combination into additional units at a price of $10.00 per unit, which are the same as the Private Placement Units. Our shareholders have approved the issuance of the units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of our initial business combination. If we are unable to consummate our business combination within such time period, we will, as promptly as possible but not more than ten Business Days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not necessary to pay our taxes, and then seek to liquidate and dissolve. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public shareholders. In the event of our dissolution and liquidation, the public rights will expire and will be worthless.

The amount in the trust account under the Cayman Companies Act will be treated as share premium which is distributable under the Cayman Companies Act provided that immediately following the date on which the proposed distribution is proposed to be made, we are able to pay our debts as they fall due in the ordinary course of business. If we are forced to liquidate the trust account, we anticipate that we would distribute to our public shareholders the amount in the trust account calculated as of the date that is two days prior to the distribution date (including any accrued interest). Prior to such distribution, we would be required to assess all claims that may be potentially brought against us by our creditors for amounts they are actually owed and make provision for such amounts, as creditors take priority over our public shareholders with respect to amounts that are owed to them. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our shareholders could potentially be liable for any claims of creditors to the extent of distributions received by them as an unlawful payment in the event we enter an insolvent liquidation. Furthermore, while we will seek to have all vendors and service providers (which would include any third parties we engaged to assist us in any way in connection with our search for a target business) and prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they will execute such agreements. Nor is there any guarantee that, even if such entities execute such agreements with us, they will not seek recourse against the trust account or that a court would conclude that such agreements are legally enforceable.

Pursuant to the letter agreement, dated January 14, 2023, entered into by and among TETE and the Initial Shareholders, the Initial Shareholders agreed, for no additional consideration, to waive their rights to participate in any liquidation of our trust account or other assets with respect to the Insider Shares and Private Placement Units and to vote their Insider Shares and Private Shares in favor of any dissolution and plan of distribution which we submit to a vote of shareholders. There will be no distribution from the trust account with respect to our warrants or rights, which will expire worthless.

If we are unable to consummate a business combination and expend all of the net proceeds of the IPO, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share distribution from the trust account would be approximately $[_].

The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would be prior to the claims of our public shareholders. Although we will seek to have all vendors, including lenders for money borrowed, prospective target businesses or other entities we engage execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account, including but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with a claim against our assets, including the funds held in the trust account. If any third party refused to execute an agreement waiving such claims to the monies held in the trust account, we would perform an analysis of the alternatives available to us if we chose not to engage such third party and evaluate if such engagement would be in the best interest of our shareholders if such third party refused to waive such claims. Examples of possible instances where we may engage a third party that refused to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a provider of required services willing to provide the waiver. In any event, our management would perform an analysis of the alternatives available to it and would only enter into an agreement with a third party that did not execute a waiver if management believed that such third party’s engagement would be significantly more beneficial to us than any alternative. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason.

Technology & Telecommunication LLC, our Sponsor, has agreed that, if we liquidate the trust account prior to the consummation of a business combination, it will be liable to pay debts and obligations to target businesses or vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us in excess of the net proceeds of the IPO not held in the trust account, but only to the extent necessary to ensure that such debts or obligations do not reduce the amounts in the trust account and only if such parties have not executed a waiver agreement. However, we cannot assure you that the Sponsor will be able to satisfy those obligations if it is required to do so. Accordingly, the actual per-share distribution could be less than $[_] due to claims of creditors. Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return to our public shareholders at least $[_] per share.

We maintain our principal executive offices at C3-2-23A, Jalan 1/152, Taman OUG Parklane, Off Jalan Kelang Lama, 58200 Kuala Lumpur, Malaysia. The cost for this space is provided to us by Technology & Telecommunication LLC, as part of the $10,000 per month payment we make to it for office space and related services. We consider our current office space adequate for our current operations.

We have two executive officers. These individuals are not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they deem necessary to our affairs. The amount of time they will devote in any time period will vary based on whether a target business has been selected for the business combination and the stage of the business combination process the company is in. We expected our executive officers to devote such amount of time as they reasonably believe is necessary to our business (which could range from only a few hours a week while we are trying to locate a potential target business to a majority of their time as we move into serious negotiations with a target business for a business combination). Accordingly, as management has located a suitable target business to acquire, they are presently spending more time negotiating and processing the Business Combination than they were previously in locating and investigating target businesses. We do not intend to have any full-time employees prior to the consummation of the Business Combination.

From August 2019, Mr. Ng served as Director of Bayan Development Sdn Bhd (formerly GE Properties Sdn Bhd), a property developing company. Mr. Ng oversees the entire operations of the Company. According to the Company’s internal cashflow projections, the total gross development value of the current project is about RM1.2 billion (approximately $290 million).

From August 2016 to July 2019, Mr. Ng served as Executive Director of Milux Corporation Bhd, a public listed company in the KLSE Malaysia. The company is a manufacturer involving sales and services of gas cookers, electrical household appliances and related products. Mr. Ng led the Company in business and market expansion especially in overseas.

Since October 2012, Mr. Ng has served as Chairman cum Director and Shareholder of Prime Oleochemical Industries Sdn Bhd., the first Malaysia manufacturer to produce premium glycerin transparent soaps. The Company is committed to research and development, manufacturing and sales of quality transparent soaps and other personal care products. Its products are marketed all over the world. Mr. Ng led the company in business development and marketing.

From November 2012 to April 2014, Mr. Ng served as Chief Executive Officer of Mines Resort Berhad (MRB). He was responsible for the entire operations of the Company. MRB is a property conglomerate that primarily focuses on property development and investment holdings, with subsidiaries involved in diverse industries such as health, hospitality, membership, tourism and education.

From March 2004 to November 2012, Mr. Ng was principally involved, in his capacity as Group Managing Director, Nomination Committee Member and Shareholder, in the arrangement for Metronic Global Berhad (MGB) to acquire 40% share of Ariantec Sdn Bhd (ASB). ASB principal business activity is the Provision of turnkey solutions on network infrastructure and security management. ASB subsequently through merger and acquisition with Global Soft (MSC) Bhd and became ACE Market-listed entity. Thereafter, Global Soft (MSC) Bhd had changed its name to Ariantec Global Bhd.

In 1986, Mr. Ng founded Metronic Engineering Sdn. Bhd. (MESB), an engineering services company specializing in the field of Intelligent Building Management System (IBMS) and Integrated Security Management System (ISMS). Over the years, he took MESB from a small company into one of the key players in the industry. He successfully took the company public and listing on the MESDAQ Market of Bursa Malaysia Securities Berhad in 2004 under the holding company, Metronic Global Berhad (MGB) and he was appointed as the Group Managing Director of MGB. Under his leadership, MGB grew and expanded rapidly and was subsequently transferred to the main market of Bursa Malaysia in 2007. In addition, Mr. Ng also held directorships with the following companies during the last five years: Metronic Impact Sdn Bhd from October 1993 to present; Datarich Asia Sdn Bhd from June 2013 to present; Lumayan Klik Sdn Bhd from October 2019 to present; Rimbun Berseri Sdn Bhd from September 2019 to present; A.W. Agro Management Services Sdn Bhd from November 2019 to present; Finnex Risk Management Sdn Bhd (formerly Bonus Entity Sdn Bhd) from September 2019 to present; Meeka Yogurt (M) Sdn Bhd from January 2020 to present; M Nine One Resources Sdn Bhd from May 2020 to present; Young Diet Sdn Bhd from July 2021 to present; Young Dessert Sdn Bhd (formerly Young Beverage Sdn Bhd) from July 2021 to present; Young Life Sdn Bhd from July 2021 to present; Healiving Supplies Sdn Bhd from October 2021 to present; and Mewah Binajaya Sdn Bhd from May 2019 to present.

Mr. Ng holds a Master’s in Business Administration from Charles Sturt University and a Diploma in Mechanical and Automotive Engineering from Tunku Abdul Rahman College.

From Aug 2020, Mr. Loke served as the Director of A&C Technology Waste Oil Sdn Bnd. From December 2020, he became the major shareholder and served as Managing Director & Chief Executive Officer of A&C. A&C is one of the pioneers in the waste recycling industry in Malaysia with business focus on recycling of industrial waste oil and providing wastewater treatment solutions. He is responsible for charting the corporate direction, formulate and implement business strategies as well as managing the operation of the Company.

From March 2018 to June 2020, Mr. Loke served as Chief Financial Officer of Motos America Inc. (formerly WeConnect Tech International Inc (WECT). Motos America Inc. started as an information technology, payment solution provider and e-commerce company. In 2019, Motos America Inc. venture into Oil & Gas and Green Technology by acquiring an oil & gas company, as well as exploring a transformation green & renewable energy technology. His role was managing all finance and corporate finance function of the group as well as the legal and statutory compliances to USA and SEC regulations.

From May 2008 to February 2018, Mr. Loke served as General Manager – Commercial of Autoliv Hirotako Sdn Bhd. Autoliv Hirotako is the largest automotive safety restraint system manufacturer in Malaysia. His role was in Business Development for the holding company, Sales & Marketing and Procurement for Autoliv Hirotako Group.

From Feb 2006 to April 2008, Mr. Loke served as Chief Financial Officer of Autoair Holdings Bhd. Autoair Holdings Bhd was listed on Bursa Malaysia. The company principal activities are manufacturing of automotive components for local and export markets and property development. Mr. Loke’s role was on restructuring and sustains the operation of the Group. This includes setting new corporate direction and strategies, reorganize the business model and as well as revamp business operation. In addition, Mr. Loke also held directorships with the following companies during the last five years: - WMG Resources Sdn Bhd from February 2012 till present; Mictronics (M) Sdn Bhd from February 2016 till present; Zen MD International Sdn Bhd from April 2016 till present; HQL Technology Sdn Bhd from November 2016 to May 2018; Kopitiam 95 Group Sdn Bhd from October 2020 to October 2021; Kingdom 95 Koiptiam Sdn Bhd from October 2020 to October 2021; 95 Kopitiam One Sdn Bhd from October 2020 to October 2021; 95 Kopotiam Two Sdn Bhd from October 2020 to October 2021; 95 Kopitiam Three Sdn Bhd from October 2020 to October 2021; 95 Kopitiam Four Sdn Bhd from October 2020 to October 2021; 95 Distribution Sdn Bhd from December 2020 to October 2021; and 95 Market Sdn Bhd from December 2020 to October 2021.

Mr. Loke is a Fellow Member of The Chartered Association of Certified Accountants (FCCA). He earned his professional qualification from Systematic Business School Kuala Lumpur Malaysia.

Raghuvir Ramanadhan, Independent Director and Member of the Audit Committee and the Compensation Committee

From November 2021, Mr. Ramanadhan has worked as Sales Director at Capgemini Singapore. Capgemini is a global leader in consulting, technology services and digital transformation. Mr. Ramanadhan’s role is to develop the regional sales of the company.

From March 2020, Mr. Ramanadhan has been the Founder Director of Fourtel Digital (a private company based in Singapore). Fourtel Digital focuses on Digital capability assessments and roadmap, operating model design and transformation, Data monetization, marketing and mobility strategy.

From August 2019 to March 2020, Mr. Ramanadhan served as General Manager of Gilat (Asia). Gilat Satellite Networks is a public company headquartered in Israel that develops and sells VSAT satellite ground stations and related equipment. Mr. Ramanadhan reorganized to improve efficiency of the client facing and support teams for effective performance and sustainable regional coverage in 4 countries.

From February 2015 to July 2019, Mr. Ramanadhan served as Director of Sales of Amdocs. Amdocs is a multinational corporation that was founded in Israel and currently headquartered in Chesterfield, Missouri, with support and development centers located worldwide. Mr. Ramanadhan was responsible for the largest Managed services deal for Amdocs ever in Asia Pacific with a follow-on DC virtualization.

From October 2011 to February 2015, Mr. Ramanadhan served as Regional Director of CSG. CSG is a company provides market-leading solutions and support. He built and skilled, ground up Sales & Support teams across Asia, resulting in breakthrough deals over $70 million to establish long term presence in varied Asian markets.

Mr. Ramanadhan earned his MBA from National University of Singapore in 2004 and Master of Science (Mathematics) from University of Mardras, India in 1986.

Virginia Jaqveline Chan, Independent Director and Chair of the Compensation Committee and Member of the Audit Committee

From March 2018 to present 2021, Virginia Chan serves as CEO and Director of Flagship PMC Sdn Bhd. Her role is to liaise with international investors.

From January 2015 to February 2018, Virginia Chan served as a Personal Assistant to the Group President at Capital Improvement Sdn Bhd. As a personal assistant, Virginia Chan provides financial lead regarding joint ventures and project management consultancy to the group.

From August 2008 to December 2014, Virginia Chan also served as a Financial Controller of Wood Group Kenny Sdn Bhd. Wood Group Kenny Sdn Bhd is an international energy services company with around $6 billion sales and operating in more than 50 countries. During the period, she led the accounts department for Malaysia and Indonesia operation of Wood Group Kenny Sdn Bhd.

From May 2003 to July 2008, Virginia Chan also served as a Finance & Administration Manager of Pegasus Oil & Gas Consultants Sdn Bhd. Pegasus Oil & Gas Consultants is a company specializing in engineering consultancy for offshore oil & gas pipelines. She was one of the key members of the Company’s management team, and led accounts department of their Malaysia office.

From August 1996 to April 2003, Virginia Chan also served as Vice President Finance & Administration of Kvaerner Petrominco Engineering Sdn Bhd (now known as Aker Solutions). It is a company delivers integrated solutions, products and services to the global energy industry. During the period, Virginia Chan was a member of Company’s Management oversaw the finance and administrative functions of the Company.

From September 1993 to July 1996 Virginia Chan also served as Consulting Manager of Wahab Khalid Consultants Sdn Bhd. Primary project was the Kuala Lumpur International Airport assistant to the Head of Finance from the Government. Virginia Chan worked closely with the Head of Finance to implement and monitor the accounting and internal control systems and procedures covering fixed assets, payroll, works progress tracking. Prime point of contact for banks and financiers, external auditors and legal advisors on financial matters relating to the establishment and successful implementation of the Airport Development Project

From April 1989 to August 1993 Virginia Chan served as Assistant Manager of Coopers & Lybrand (now known as PricewaterhouseCoopers - PwC) which is a multinational professional services network of firms. PwC ranks as the second-largest professional services network in the world and is considered one of the Big Four accounting firms. During Virginia Chan’s period there, she managed and resuscitated ailing Companies from various industries on behalf of Banks.

From December 1981 to March 1989 Virginia Chan served as Supervisor in KPMG. KPMG is a multinational professional services network, and one of the Big Four accounting organizations. During the period, Virginia Chan articled and successfully obtained her professional MICPA qualification. Whilst here Virginia Chan’s work spanned from conducting financial and statutory auditing, personal and corporate tax computations for clients ranging from small start-ups and individuals to major multinationals, in various industries.

Since January 2003, Virginia Chan has been a member of Financial Planning Association of Malaysia (FPAM).

Since January 1989, Virginia Chan also has been a member of Malaysian Institute of Certified Public Accounts (MICPA).

Kiat Wai Du, Independent Director and Chair of the Audit Committee and Member of the Compensation Committee

From May 2021, Mr. Du co-founded AQ Media Group Sdn Bnd. Invest AQ is an investor relation platform empowering entrepreneur and corporate in their capital raising exercise.

From October 2014, Mr. Du served as Non-Executive Director and Chairman of the board of directors of Vertu Capital Ltd, an investing company listed on the Standard Board of the London Stock Exchange, to acquire financial services companies around Southeast Asia region.

From October 2012, Mr. Du served as Executive Director at Managing Partner at Ingenious Wealth Management Ltd (Hong Kong). Ingenious Wealth Management Ltd (IWML) is a family office & wealth management company that manages assets and wealth of high-net-worth individuals and family business.

From July 2010 to December 2018, Mr. Du served as Non-Executive Director at V Telecoms Berhad. V Telecoms is a next generation fiber optic network infrastructure company covering Peninsular Malaysia and the region.

From December 2015, Mr. Du founded and served as Chief Executive Officer of Ingenious Haus Group. It is a boutique corporate advisory firm committed to helping entrepreneurs and midsized companies accelerate growth and create value. In December 2015, Mr. Du founded Ingenious Haus (UK) Ltd, the name of which was later changed to Ingenious Financial Group Limited in August 2021. Mr. Du has also served as a director at WD Assets Ltd. since September 2016. Mr. Du also holds the following positions: managing partner at William Du & Co since August 2021; non-executive director at RapidCloud International Plc from August 2013 to December 2017; corporate advisor at Dagang Halal Berhad from May 2014 to October 2018; director at Aries Telecoms Berhad (VTelecoms Berhad) from July 2010 to December 2018; director at Ingenious Growth Fund from December 2009 to December 2012; and deputy treasurer at TeAm from 2007 to 2009.

Mr. Du earned his Master of Business Administration and BA (Hons) Accounting from University of Hertfordshire.

The Audit Committee, which is established in accordance with Section 3(a)(58)(A) of the Exchange Act, engages Company’s independent accountants, reviewing their independence and performance; reviews TETE’s accounting and financial reporting processes and the integrity of its financial statements; the audits of TETE’s financial statements and the appointment, compensation, qualifications, independence and performance of TETE’s independent auditors; TETE’s compliance with legal and regulatory requirements; and the performance of TETE’s internal audit function and internal control over financial reporting. The Audit Committee held 4 meetings during 2022.

The members of the Audit Committee are Raghuvir Ramanadhan, Virginia Chan and Kiat Wai Du, each of whom is an independent director under NASDAQ’s listing standards. Kiat Wai Du is the Chairperson of the Audit Committee. The board has determined that both Kiat Wai Du qualifies as an “audit committee financial expert,” as defined under the rules and regulations of the SEC.

The Compensation Committee reviews TETE’s corporate goals and objectives relevant to the officers’ compensation, evaluates the officers’ performance in light of such goals and objectives, determines and approves the officers’ compensation level based on this evaluation; makes recommendations to the board regarding approval, disapproval, modification, or termination of existing or proposed employee benefit plans, makes recommendations to the board with respect to non-CEO and non-CFO compensation and administers TETE’s incentive-compensation plans and equity-based plans. The Compensation Committee has the authority to delegate any of its responsibilities to subcommittees as it may deem appropriate in its sole discretion. The chief executive officer of TETE may not be present during voting or deliberations of the Compensation Committee with respect to his compensation. TETE’s executive officers do not play a role in suggesting their own salaries. Neither TETE nor the Compensation Committee has engaged any compensation consultant who has a role in determining or recommending the amount or form of executive or director compensation. The Compensation Committee held 1 meeting during 2022.

Notwithstanding the foregoing, as indicated above, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effect, the consummation of a business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the Compensation Committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

The members of the Compensation Committee are Raghuvir Ramanadhan, Virginia Chan and Kiat Wai Du, each of whom is an independent director under NASDAQ’s listing standards. Virginia Chan is the Chairperson of the Compensation Committee.

None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors.

We do not have a standing nominating committee. In accordance with Rule 5605 of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Raghuvir Ramanadhan, Virginia Chan, and Kiat Wai Du. In accordance with Rule 5605 of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.

The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, an extraordinary general meeting of shareholders). Our shareholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our amended and restated memorandum and articles of association.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.

TETE has not entered into any employment agreements with its executive officers, and has not made any agreements to provide benefits upon termination of employment.

Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our ordinary shares and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner.

We adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws. The code of ethics codifies the business and ethical principles that govern all aspects of our business.

SUPER APPS’ DIRECTORS AND EXECUTIVE OFFICERS PRIOR TO THE BUSINESS COMBINATION

Super Apps’ directors and executive officers prior to the Business Combination are as follows:

Loo See Yuen, age 50, is a successful banker turned businessman with more than 24 years of experience in private banking, investment banking and business management. He is experienced in strategic private equity investments with portfolios that span across E-commerce, green energy technologies & automotive, biotechnology, real estates, AI Technologies, and the metaverse. Loo See Yuen is the founder and current Group CEO of Bradbury Group. a licensed financial institution specialized in international securities brokerage, asset management, investment funds & advisory and wealth management services. Loo See Yuen has served as Bradbury Asset Management (Hong Kong) Limited’s Chief Executive Officer since May 6, 2016, and the director of Super Apps Holdings Sdn Bhd since September 7, 2022. Loo See Yuen formed Bradbury Private Investment XVIII, the major shareholder of Super Apps Holdings Sdn Bhd, on January 14, 2022. He received his bachelor degree in Engineering, majoring in Civil & Structural Engineering, from Nanyang Technological University in Singapore in 1998.

Wan Heng Chee, age 62, has served as the Business Development Director of GMT Group of Companies, a group that is made up of experienced professionals from various corporate, tax and legal fields spanning across the SEA region since 2015. As the Business Development Director, Mr. Chee has developed a deep understanding of business operations in Malaysia and network of high-net-worth individuals and family offices. Mr. Chee began his professional journey at KassimChan Tax Services Sdn Bhd in 1990 and was with the KassimChan/Deloitte Touche Tohmatsu/Tricor Group of Companies (DTT/Tricor Group) before joining the GMT Group of Companies in 2015. Mr. Chee finished his A Level in Maxwell secondary School, Kuala Lumpur in 1979 and obtained his Degree in Professional Chartered Accountancy from Goon Institute in 1979.

Super Apps and its subsidiaries currently have employment agreements in place with each of Loo See Yuen and Wan Heng Chee. The material terms of their employment agreements are described below.

Super Apps entered into an employment agreement with Loo See Yuen on July 1, 2023, pursuant to which Loo See Yuen serves as the Chief Executive Officer of Super Apps. The term of Loo See Yuen’s employment agreement is 5 years, which expires on June 30, 2028. Pursuant to the employment agreement, Loo See Yuen’s annual salary is approximately $240,000. The parties expect compensation payments to begin after the consummation of the Business Combination.

Supper Apps entered into a director service agreement with Mr. Chee on July 1, 2023, pursuant to which Mr. Chee serves as the director of Super Apps. The term of Mr. Chee’s service agreement is 5 years, which expires on June 30, 2028. Pursuant to the service agreement, Mr. Chee’s annual compensation is approximately $120,000 for his service as a director. The parties expect compensation payments to begin after the consummation of the Business Combination.

For the fiscal years ended December 31, 2022, and 2023, Super Apps did not pay compensation to its directors or executive officers.

Prior to or following the closing of the Business Combination, PubCo intends to develop (i) an executive compensation program and (ii) a board of directors’ compensation program to align compensation with PubCo’s business objectives and the creation of shareholder value, while enabling PubCo to attract, motivate and retain individuals who contribute to the long-term success of PubCo. PubCo intends to enter into employment agreements with its executive officers that are consistent with that program. Following the closing, decisions on the executive compensation program will be made by the Compensation Committee of the Board of Directors.

PubCo’s directors and executive officers upon the consummation of the Business Combination will be as follows:

Please see “TETE’s Directors and Officers” and “Super Apps’ Directors and Executive Officers Prior to the Business Combination” for the professional profiles of Chow Wing Loke, Virginia Chan and Loo See Yuen.

Alan Fung, age 61, has served as an independent director of IFCA MSC Bhd. (IFCAMSC 0023) since October 2021 and Innity Corporation Bhd. (INNITY 0147) since August 2019. IFCA MSC is a business software solution company that engages in the research and development of enterprise-wide business solutions in Malaysia and internationally Innity Corporation is an investment holding company that provides interactive online marketing platforms and data-driven technologies for advertisers and publishers and is listed on the ACE Market of Bursa Malaysia. Mr. Fung served as the Head of Group Digital of Damansara Holdings Bhd. (DBHD 3484), an investment holding company that provides construction and project management services in Malaysia, Singapore, and the Philippines, and listed on the ACE Market of Bursa Malaysia from April 2022 to May 2023. From September 2019 to December 2021, Mr. Fung served as the Senior Vice President of I-Serve Fintech Group, which specializes in web and app development, online payment and e-commerce solutions. Prior to that time, Mr. Fung was the Chief Executive Officer of PIKOM (The National Tech Association of Malaysia) from October 2018 to September 2019, Honorary Treasurer of PIKOM in 2004, Honorary Secretary and Councillor of PIKOM from 2002 to 2004 and the Executive Director from June 1994 to June 2000. PIKON has over 1,000 active members, representing approximately 80% of Malaysia’s technology businesses. From September 2012 to September 2018, he was the Senior Manager, GAIN Program of Malaysia Digital Economy Corp. (MDEC), an agency under Malaysia’s Ministry of Communications and Digital. From July 2015 to September 2018, he was the Head, Shared Services Outsourcing (SS) Cluster of Global Acceleration & Innovation Network, a funding network for technology companies in Malaysia. From September 2012 to June 2015, Mr. Fung was the Head of Shared Services Outsourcing Cluster, or SSO Centre. He served as the Business Director of Yayasan Inovasi Malaysia, an innovation building agency under Malaysia’s Ministry of Science, Technology and Innovation, from June 2010 to August 2012. From February 2008 to May 2010, Mr. Fung served as the Executive Director of Outsourcing Malaysia, Malaysia’s outsourcing association. During this time, Mr. Fung also served as the Vice President of Program of WCIT2008 Sdn. Bhd., a joint venture between PIKOM and MDEC, which produced a biennial world conference program on IT. Mr. Fung was the Chief Executive Officer of tx123 (M) Sdn. Bhd., a joint venture between Maybank and SCS Computers Group where he pioneered the successful implementation of Malaysia’s first end-to-end e-Procurement from September 2001 to September 2004.

Mr. Fung received his Bachelor of Science in Computer Science and Business Administration from the University of Guelph in Ontario, Canada in 1984.

Mr. Fung was listed in 2004 as one of Malaysia’s “Top 50 IT Personalities” by Computerworld in its Millennium issue for contribution to the local ICT industry’s development.

Mr., Fung brings to the Board his deep experience in the fintech industry and strong network of government organizations and private enterprises.

Soon Chong Seng, age 59, has served as the Executive Director of Regal Envoy Sdn. Bhd., a property holdings and trading company since 2017. From January 2001 to December 2020, Mr. Soon was the Executive Director of CAM Industries Sdn. Bhd., a security label and packaging solutions company. He served as the Executive Director of SAAG Consolidated (M) Bhd. from 1997 to October 2000. SAAG is listed on the Main Market in Bursa Malaysia and its subsidiaries specialize in engineering, procurement, and commissioning of turbo machinery, rigs, and other equipment for the oil and gas, petrochemical, and power industries. From 1998 to 2002, Mr. Soon was an advisor at Borneo Securities Sdn. Bhd., a licensed brokering house. He served as an independent director of Amalgamated Industrial Steel Bhd. from 1994 to October 2002 and an independent director of Super Enterprise Holdings Bhd., an investment holding company listed on Malaysia’s Main Market, from 1994 to 1995. From 1994 to 2002, Mr. Soon was a General Manager of Sebiro Holdings Sdn. Bhd., a construction company. Prior to that time from 1991 to 1993, Mr. Fung was the business owner of Zapcom Enterprise which provided integrated accounting software, computer hardware and software systems for small and medium-sized organizations.

Mr. Soon received his Bachelor of Applied Science in Computing from Chisholm Institute of Technology (now known as Monash University) in Melbourne, Australia in 1989. Mr. Soon brings to the Board his finance and business experience as well as his experience with Malaysian public companies.

PubCo’s Board of Directors will consist of five directors, including three independent directors, namely Alan Fung, Virginia Chan and Soon Chong Seng, upon the closing of the Business Combination. A director is not required to hold any shares in PubCo to qualify as a director. Nasdaq Stock Market Listing Rules generally require that a majority of an issuer’s board of directors must consist of independent directors. However, as a foreign private issuer, we are exempt from this requirement.

A director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with PubCo is required to declare the nature of his or her interest at a meeting of PubCo’s directors. A notice given to the directors by any director to the effect that he or she is a member, shareholder, director, partner, officer or employee of any specified company or firm or has a fiduciary relationship with respect to the company or firm and is to be regarded as interested in any contract or transaction with that company or firm shall be deemed a sufficient declaration of interest for the purposes of voting on a resolution in respect to a contract or transaction in which he/she has an interest. A director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he/she may be interested therein and if he/she does so, his/her vote shall be counted and he/she may be counted in the quorum at any meeting of the directors at which any such contract or proposed contract or arrangement is considered. PubCo’s Board of Directors may by resolution of directors exercise all of the powers to incur indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations whether of PubCo or of any third party. None of PubCo’s directors has a service contract with PubCo that provides for benefits upon termination of service as a director.

Upon the closing of the Business Combination, PubCo intends to establish an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee under its Board of Directors. PubCo also intends to adopt a charter for each of the three committees upon the closing of the Business Combination. Each committee’s members and functions are described below.

The Audit Committee will be established in accordance with Section 3(a)(58)(A) of the Exchange Act. The principal functions of the Audit Committee of PubCo will include, among other things:

Upon consummation of the Business Combination, we anticipate that PubCo’s Audit Committee will consist of Alan Fung, Virginia Chan and Soon Chong Seng, each of whom will qualify as independent directors according to the rules and regulations of the SEC and Nasdaq with respect to Audit Committee membership. In addition, all of the Audit Committee members met the requirements for financial literacy under applicable SEC and Nasdaq rules. PubCo has determined that [_] qualifies as an “Audit Committee financial expert.”

The principal functions of the Compensation Committee of PubCo will include, among other things:

Upon consummation of the Business Combination, we anticipate that PubCo’s Compensation Committee will consist of Alan Fung, Virginia Chan and Soon Chong Seng, each of whom satisfies the “independence” requirements of Rule 5605(c)(2) of the Nasdaq Stock Market Listing Rules.

The principal functions of the Nomination Committee of PubCo will include, among other things:

Upon consummation of the Business Combination, we anticipate that PubCo’s Nomination Committee will consist of Alan Fung, Virginia Chan and Soon Chong Seng, each of whom satisfies the “independence” requirements of Rule 5605(c)(2) of the Nasdaq Stock Market Listing Rules.

Under the laws of the Cayman Islands, PubCo’s directors owe fiduciary duties to PubCo, including duty to act honestly and in good faith in what the directors believe to be in the best interests of the company, duty to exercise powers for a proper purpose and directors shall not act, or agree to act, in a matter that contravenes the Cayman Companies Act or the Memorandum and Articles of Association, duty to exercise the care, diligence and skill that a reasonable director would exercise in the circumstances, and duty to avoid conflicts of interest. In fulfilling their duty of care to PubCo, PubCo’s directors must ensure compliance with PubCo’s Memorandum and Articles of Association, as amended and restated from time to time. PubCo has the right to seek damages if a duty owed by its directors is breached. In limited exceptional circumstances, a shareholder may have the right to seek damages in PubCo’s name if a duty owed by PubCo’s directors is breached. The functions and powers of PubCo’s Board of Directors include, among others, (i) convening shareholder meetings at such times and in such manner and places as the director considers necessary or desirable, (ii) declaring dividends, (iii) appointing directors or officers and determining their terms of offices and responsibilities, and (iv) approving the transfer of shares of PubCo, including the registering of such shares in PubCo’s share register.

PubCo’s officers are elected by and serve at the discretion of the board. Each director holds office for the term fixed by the resolution of shareholders or the resolution of directors appointing him until such time as his successor takes office or until the earlier of his death, resignation or removal from office by resolution of directors with or without cause or by resolution of shareholders for cause. The directors may at any time appoint any person to be a director either to fill a vacancy or as an addition to the existing directors. Where the directors appoint a person as director to fill a vacancy, the term shall not exceed the term that remained when the person who has ceased to be a director ceased to hold office. A vacancy in relation to directors occurs if a director dies or otherwise ceases to hold office prior to the expiration of his term of office.

A director may, subject to any separate requirements for Audit Committee approval under applicable laws or applicable Nasdaq Stock Market Listing Rules, vote on a matter relating to the transaction in which he or she is interested, provided that the interest of any directors in such transaction is disclosed by him or her to all other directors.

Following the closing of the Business Combination, we expect PubCo’s executive compensation program to be consistent with Super Apps’ existing compensation policies and philosophies. Following the closing of the Business Combination, decisions with respect to the compensation of PubCo’s executive officers, including its named executive officers, will be made by the compensation committee of the board of directors. The following discussion is based on the present expectations as to the compensation of the named executive officers and directors following the Business Combination. The actual compensation of the named executive officers will depend on the judgment of the members of the compensation committee and may differ from that set forth in the following discussion.

We anticipate that compensation for PubCo’s executive officers will have the following components: base salary, cash bonus opportunities, share incentive award, broad-based employee benefits, supplemental executive perquisites and severance benefits. Base salaries, broad-based employee benefits, supplemental executive perquisites and severance benefits will be designed to attract and retain senior management talent. PubCo will also use cash bonuses and long-term equity awards to promote performance-based pay that aligns the interests of its named executive officers with the long-term interests of its equity owners and to enhance executive retention.

We expect that PubCo’s named executive officers’ base salaries in effect prior to the Business Combination will continue subject to increases made in connection with Super Apps’ annual review of its named executive officers’ base salaries, and be reviewed annually by the Compensation Committee.

We expect that PubCo will use annual cash incentive bonuses for the named executive officers to motivate their achievement of short-term performance goals and tie a portion of their cash compensation to performance. We expect that, near the beginning of each year, the Compensation Committee will select the performance targets, target amounts, target award opportunities and other terms and conditions of annual cash bonuses for the named executive officers, subject to the terms of their employment agreements. Following the end of each year, the Compensation Committee will determine the extent to which the performance targets were achieved and the amount of the award that is payable to the named executive officers.

Simultaneously with the Closing, PubCo intends to enter into an employment agreements, the form of which is attached hereto as Exhibit 10.9, with its named executive officers. Pursuant to the employment agreement, the named executive officers shall be responsible for (i) communicating, on behalf of PubCo, with shareholders, government entities, and the public; (ii) leading the development of PubCo’s short- and long-term strategy; (iii) creating and implementing PubCo’s vision and mission; (iv) evaluating the work of other executive leaders within PubCo; (v) maintaining awareness of the competitive market landscape, expansion opportunities, industry developments; (vi) ensuring that PubCo maintains high social responsibility wherever it does business; (vii) assessing risks to PubCo and ensuring they are monitored and minimized; and (viii) setting strategic, goals and making sure they are measurable and describable. Each of the named executive officers will devote all of his or her professional time and attention to the business and affairs of PubCo.

In exchange for these services, PubCo shall pay each executive officer an annual salary to be determined by the Compensation Committee of the Board. An annual cash bonus and a transaction incentive bonus may also be granted as determined by the Compensation Committee. Further, PubCo will make necessary statutory contributions to the Employees Provident Fund (EPF), the Social Security Organization (SOCSO) and the Employee’s Insurance Scheme (EIS) in accordance with the prevailing statutory requirements, and the executive officers shall be eligible to participate in PubCo’s long-term incentive plan, on terms and conditions as determined by the Compensation Committee. Each of the executive officers will also be entitled to participate in such health, group insurance, welfare, pension, and other employee benefit plans, programs, and arrangements as are made generally available to other employees and shall be eligible for up to 14 days of Annual Leave per calendar year.

The executive employment agreements may be terminated by PubCo and by executive officers subject to at least 60 days’ written notice of intent to terminate employment. For a period of five years following the date of termination of the Employment Agreement, the executive officer subject to the agreement will be subject to non-solicitation provisions, Each executive officer of PubCo will also be subject to restrictions on the disclosure of confidential information relating to PubCo. The employment agreement will be governed under Malaysian law.

Prior to the consummation of the Business Combination, we expect that PubCo’s Board will approve and adopt, subject to shareholder approval, the Bradbury Capital Inc. 2023 Equity Incentive Plan (the “2023 Plan”), under which we would be authorized to grant cash and equity incentive awards to eligible service providers in order to attract, motivate and retain the talent for which we compete. A copy of the 2023 Plan is attached to this proxy statement/prospectus as Annex C. For a summary of the material terms of the Plan, see “The Incentive Plan Proposal” section of this proxy statement/prospectus. A description of the Bradbury Capital Inc. 2023 Equity Incentive Plan is included in the “Incentive Plan Proposal.”

We expect PubCo to continue to maintain various broad-based employee benefit plans similar to those in effect prior to the Business Combination. We also expect PubCo to continue to provide its named executive officers with specified perquisites and personal benefits currently provided by Super Apps.

Following the Business Combination, non-employee directors of PubCo will receive varying levels of compensation for their services as directors and members of committees of the PubCo Board. PubCo anticipates that director compensation will be determined in accordance with industry practice and standards.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT PRIOR TO THE BUSINESS COMBINATION

The following table sets forth information regarding the beneficial ownership of TETE’s Ordinary Shares and Insider Shares as of [●], 2025 based on information obtained from the persons named below, with respect to the beneficial ownership of shares of TETE’ Ordinary Shares and Insider Shares, by:

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if such person possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within sixty days.

In the table below, percentage ownership is based on 3,982,043 issued and outstanding shares (including 574,543 Public Shares, 2,875,000 Insider Shares and 532,500 Ordinary Shares underlying the private placement units) issued and outstanding as of [●], 2025.

Voting power represents the combined voting power of Ordinary Shares owned beneficially by such person.

Unless otherwise indicated, TETE believes that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them.

The following table sets forth information regarding the beneficial ownership of PubCo Ordinary Shares immediately after the consummation of the Business Combination by:

Unless otherwise indicated, PubCo believes that all persons named in the table will have, immediately after the consummation of the Business Combination, sole voting and investment power with respect to all PubCo’s securities beneficially owned by them.

Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to securities. Except as indicated by the footnotes below, PubCo believes, based on the information furnished to it, that the persons and entities named in the table below will have, immediately after the consummation of the Business Combination, sole voting and investment power with respect to all stock that they beneficially own, subject to applicable community property laws. All PubCo Ordinary Shares subject to options or warrants exercisable within 60 days of the consummation of the Business Combination are deemed to be outstanding and beneficially owned by the persons holding those options or warrants for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person. They are not, however, deemed to be outstanding and beneficially owned for the purpose of computing the percentage ownership of any other person.

Subject to the paragraph above, percentage ownership of issued shares is based on [_] PubCo Ordinary Shares to be issued and outstanding upon consummation of the Business Combination. Such amount (i) includes the issuance of the [_] PubCo Ordinary Shares in the Acquisition Merger, including [_] PubCo Ordinary Shares, of which [_] PubCo Ordinary Shares are to be issued and held in escrow to satisfy any indemnification obligations of the former Holdings shareholders; (ii) includes the issuance of up to [_] PubCo Ordinary Shares to the TETE shareholders in connection with the Reincorporation Merger (assuming there are no TETE shareholders who exercise their redemption rights); and (iii) assumes no exercise of the PubCo Warrants.

(1) Unless otherwise noted, the address of each of the named beneficial owner is: c/o [_].

On November 26, 2021, the Sponsor paid an aggregate of $25,000, or approximately $0.009 per unit, for the purchase of 2,875,000 Insider Shares, par value $0.0001. The number of Insider Shares issued was determined based on the expectation that such Insider Shares would represent 20% of the issued and outstanding Ordinary Shares upon completion of the IPO (excluding the placement units and underlying securities). The Insider Shares may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.

On January 20, 2022, the Sponsor purchased 532,500 placement units for a purchase price of $10.00 per unit in a private placement that occurred simultaneously with the closing of the IPO. There are no redemption rights or liquidating distributions from the trust account with respect to the Insider Shares, placement shares or placement warrants, which will expire worthless if we do not consummate a business combination within the allotted 12-month period (or 18 months, if extended).

Commencing on January 14, 2022, we agreed to pay to Technology & Telecommunication LLC, the Sponsor, $10,000 per month for up to 30 months for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

If any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any 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 opportunity to such entity. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

No compensation of any kind, including finder’s and consulting fees, will be paid to the Sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers, directors or our or their respective affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

On January 20, 2023, TETE issued a note to the Sponsor in the amount of $656,474, pursuant to which such amount had been deposited into the trust account in order to extend the amount of available time to consummate a business combination until June 20, 2023. On June 13, 2023, TETE issued an additional note to the Sponsor in the amount of $864,000 to be deposited into the trust account in order to extend the amount of available time to consummate a business combination until January 20, 2024. On August 10, 2023, the Sponsor promised to loan an amount of up to $500,000 to the Company and $[_] has been borrowed. As of [●], 2025, the Sponsor has loaned the Company an aggregate of $[_] for extension payments and the Company has issued the Sponsor promissory notes of an equivalent amount, which are convertible, at the Sponsor’s discretion, into [_] TETE Units upon consummation of the Business Combination at a price of $10.00 per unit. The Notes are non-interest bearing and are payable upon the closing of a business combination.

In the event the Sponsor pays for any expense or liability on behalf of TETE, then such payments would be accounted for as loan to our Company by the Sponsor. The Sponsor had paid expenses incurred by TETE equaling an aggregate of $[_] on a non-interest-bearing basis as of [●], 2025.

Our board of directors has adopted an audit committee charter, providing for the review, approval and/or ratification of “related party transactions,” which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee. At its meetings, the audit committee shall be provided with the details of each new, existing or proposed related party transaction, including the terms of the transaction, any contractual restrictions that the company has already committed to, the business purpose of the transaction and the benefits of the transaction to the company and to the relevant related party. Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from voting on the approval of the related party transaction, but may, if so, requested by the chairman of the committee, participate in some or all of the committee’s discussions of the related party transaction. Upon completion of its review of the related party transaction, the committee may determine to permit or to prohibit the related party transaction. An affirmative vote of a majority of the members of the audit committee, present at a meeting at which a quorum is present, will be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. Our audit committee will review on a quarterly basis all payments that were made by us to the Sponsor, officers or directors, or our or any of their affiliates.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of the Sponsor, officers or directors unless we, or a committee of independent directors, have obtained an opinion from either an independent investment banking firm that is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view.

Except as provided herein, no finder’s fees, reimbursements, consulting fee, monies in respect of any payment of a loan or other compensation will be paid by us to the Sponsor, officers or directors or any affiliate of the Sponsor, officers or directors prior to, for services rendered to us prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to the Sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination:

Our audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers, directors or our or their affiliates.

Effective immediately upon the consummation of the Business Combination, PubCo will enter into customary indemnification arrangements with each of the newly elected directors and newly appointed executive officers of PubCo. Pursuant to these indemnification agreements PubCo will indemnify such directors and executive officers under the circumstances and to the extent provided for therein, from and against all losses, claims, etc., to the fullest extent permitted under Cayman Islands law and the Amended and Restated Memorandum and Articles of Association.

PubCo, or TETE TECHNOLOGIES INC, is a Cayman Islands exempted company and its affairs are governed by the memorandum and articles of association, as amended and restated from time to time, and Companies Act (As Revised) of the Cayman Islands, which we refer to as the “Companies Act” below, and the common law of the Cayman Islands.

PubCo currently has only one class of issued ordinary shares, which have identical rights in all respects and rank equally with one another. The share capital of PubCo is $50,000 divided into 50,000 shares of a par value of $1.00 each.

The following includes a summary of the terms of PubCo Ordinary Shares, based on its Memorandum and Articles of Association and Cayman Islands law. In connection with the Reincorporation Merger, PubCo shall amend its memorandum and articles of association, which amendment is referred to herein as the “Memorandum and Articles of Association” and shall sub-divide its authorized share capital such that, the authorized share capital of the post-closing company will be $50,000 divided into 479,000,000 PubCo Ordinary Shares of par value of $0.0001 each, and 1,000,000 PubCo preference shares.

General. Immediately prior to the consummation of the Business Combination, PubCo’s authorized share capital is $50,000 divided into 50,000 ordinary shares, with a par value of $1.00 each. In connection with the Reincorporation Merger, PubCo shall amend its Memorandum and Articles of Association and sub-divide its authorized share capital such that the authorized share capital of the post-closing company will be $50,000 divided into 479,000,000 PubCo Ordinary Shares of par value of $0.0001 each, and 1,000,000 PubCo preference shares. Holders of PubCo ordinary shares and PubCo Class B ordinary shares have the same rights except for the conversion rights. All of PubCo’s issued and outstanding ordinary shares are fully paid and non-assessable. Certificates representing the ordinary shares are issued in registered form. PubCo may not issue share to bearer. PubCo’s shareholders who are non-residents of the Cayman Islands may freely hold and transfer their ordinary shares.

Dividends. The holders of PubCo’s ordinary shares are entitled to such dividends as may be declared by its Board of Directors subject to its Memorandum and Articles of Association and the Companies Act. In addition, PubCo’s shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by its directors. Dividends may also be declared and paid out of share premium account or any other fund or account which can be authorized for this purpose in accordance with the Companies Act. No dividend may be declared and paid unless PubCo’s directors determine that, immediately after the payment, PubCo will be able to pay its debts as they become due in the ordinary course of business and PubCo has funds lawfully available for such purpose. Holders of PubCo ordinary shares will be entitled to the same amount of dividends, if declared.

Voting Rights. In respect of all matters subject to a shareholders’ vote, each PubCo ordinary share is entitled to one vote. Voting at any meeting of shareholders is by poll and not on a show of hands.

A quorum required for a meeting of shareholders consists of one or more shareholders holding not less than one-half of the votes attaching to the issued and outstanding shares entitled to vote at general meetings present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative. As a Cayman Islands exempted company, PubCo is not obliged by the Companies Act to call shareholders’ annual general meetings. PubCo’s Memorandum and Articles of Association provide that PubCo may (but are not obliged to) in each year hold a general meeting as its annual general meeting in which case PubCo will specify the meeting as such in the notices calling it, and the annual general meeting will be held at such time and place as may be determined by its directors. We, however, will hold an annual shareholders’ meeting during each fiscal year, as required by the Nasdaq Listing Rules. Each general meeting, other than an annual general meeting, shall be an extraordinary general meeting. Shareholders’ annual general meetings and any other general meetings of PubCo’s shareholders may be called by its Board of Directors or, upon a requisition of one or more shareholders who together holding at least 10% of the rights to vote at such general meeting, in which case the directors are obliged to call such meeting and to put the resolutions so requisitioned to a vote at such meeting.

An ordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes cast by those shareholders entitled to vote who are present in person or by proxy at a general meeting, while a special resolution also requires the affirmative vote of no less than two-thirds of the votes cast by those shareholders entitled to vote who are present in person or by proxy at a general meeting. A special resolution will be required for important matters such as a change of name or making changes to PubCo’s Memorandum and Articles of Association.

Transfer of Ordinary Shares. Subject to applicable laws, including the Companies Act, securities laws, common law and the restrictions contained in the proposed memorandum and articles of association, any of PubCo shareholders may transfer all or any of their PubCo Ordinary Shares by an instrument of transfer in the usual or common form or any other form approved by the board of directors of PubCo.

Notwithstanding the foregoing, the board of directors of PubCo will decline to register any transfer of any ordinary shares which were issued on terms which require them to be transferred with another share, option or warrant unless satisfactory evidence is produced of the like transfer of such share, option or warrant.

Liquidation On a return of capital on winding up, if the assets available for distribution amongst PubCo shareholders shall be insufficient to repay all of the issued share capital, the assets will be distributed so that the losses are borne by PubCo shareholders in proportion to the par value of the shares held by them. If the assets available for distribution is more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst PubCo shareholders in proportion to the par value of the shares held by them at the commencement of the winding up, subject to a deduction from those shares in respect of which there are monies due, of all monies payable to PubCo for unpaid calls or otherwise.

Redemption, Repurchase and Surrender of Ordinary Shares. PubCo may issue shares on terms that such PubCo Ordinary Shares are subject to redemption, at PubCo’s option or at the option of the holders thereof, on such terms and in such manner as may be determined, before the issue of such PubCo Ordinary Shares, by a board resolution of PubCo’s directors. PubCo may also repurchase any of its PubCo Ordinary Shares in such manner and on such other terms as agreed between the board of directors and the relevant shareholder. Under the Companies Act, the redemption or repurchase of any share may be paid out of PubCo’s profits, out of its share premium account or out of the proceeds of a fresh issue of shares made for the purpose of such redemption or repurchase, or out of capital if PubCo can, immediately following such payment, pay its debts as they fall due in the ordinary course of business.

In addition, under the Companies Act no such PubCo Ordinary Shares may be redeemed or repurchased (a) unless it is fully paid up, or (b) if such redemption or repurchase would result in there being no shares outstanding, other than shares held as treasury shares. In addition, PubCo’s board of directors may accept the surrender of any fully paid PubCo Ordinary Shares for no consideration.

General Meetings of Shareholders. PubCo may, but shall not (unless required by the rules and regulations of the Nasdaq or any other national securities exchange on which the Shares are listed for trading) be obliged to, hold an annual general meeting in each year at such time and place as the board of directors of PubCo will determine. At least five (5) clear days’ notice shall be given for any general meeting. The directors of PubCo may call general meetings, and they shall on a shareholders’ requisition forthwith proceed to convene an Extraordinary General Meeting. One or more shareholders who together hold not less than a majority of the issued and outstanding PubCo Ordinary Shares entitled to attend and vote at such meeting, being individuals present in person or by proxy shall be a quorum.

Variations of Rights of Shares. If at any time PubCo Ordinary Shares capital is divided into different classes of shares, the rights attached to any class of shares (unless otherwise provided by the terms of issue of the shares of that class) may be varied only with consent in writing of the holders of not less than two-thirds of the issued shares of that class, or with the approval of a special resolution passed by at a separate general meeting of the Members holding the issued shares of such class. The rights conferred upon the holders of the shares of any class issued shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

Inspection of Books and Records. The board of directors of PubCo or the shareholders by ordinary resolution will determine whether, to what extent, at what times and places and under what conditions or regulations the accounts and books of PubCo will be open to the inspection by PubCo shareholders, and no PubCo shareholder will otherwise have any right of inspecting any account or book or document of PubCo except as required by the Companies Act.

PubCo will be an exempted company with limited liability incorporated under the laws of Cayman Islands. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:

“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on that shareholder’s shares of the company.

Set forth below is also a description of the PubCo Warrants that will be issued and outstanding upon the consummation of the Business Combination.

The following summary is not complete and is subject to, and is qualified in its entirety by reference to, the provisions of the Memorandum and Articles of Association attached as Annex B to this proxy statement/prospectus.

The PubCo Warrants will have the same terms as the PubCo Warrants. Each redeemable PubCo Warrant entitles the registered holder to purchase one PubCo Ordinary Share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of the completion of an initial business combination and 12 months from the date of TETE’s IPO. Pursuant to the warrant agreement, a PubCo Warrant holder may exercise its warrants only for a whole number of shares. Except as set forth below, no PubCo Warrants will be exercisable for cash unless we have an effective and current registration statement covering the PubCo Ordinary Shares issuable upon exercise of the PubCo Warrants and a current prospectus relating to such PubCo Ordinary Shares. Notwithstanding the foregoing, if a registration statement covering the PubCo Ordinary Shares issuable upon exercise of the PubCo Warrants is not effective within a specified period from the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise PubCo 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 PubCo Warrants on a cashless basis. The PubCo Warrants will expire five years from the effective date of IPO at 5:00 p.m., Eastern Standard Time, or earlier upon redemption.

We may call the PubCo Warrants for redemption, in whole and not in part, at a price of $0.01 per PubCo Warrant:

The right to exercise will be forfeited unless the PubCo Warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a PubCo Warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant.

The redemption criteria for the PubCo Warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price of the PubCo Ordinary Shares declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.

If we call the PubCo Warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole PubCo Warrants for that number of PubCo Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of PubCo Ordinary Shares underlying the PubCo Warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A ordinary shares for the five trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether we will exercise our option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of our ordinary shares at the time the warrants are called for redemption, our cash needs at such time and concerns regarding dilutive share issuances.

The PubCo Warrants are issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval, by written consent or vote, of the holders of a majority of the then outstanding warrants in order to make any change that adversely affects the interests of the registered holders.

The exercise price and number of Ordinary Shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share capitalizations, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the PubCo Warrants will not be adjusted for issuances of PubCo Ordinary Shares at a price below their respective exercise prices.

The PubCo Warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of ordinary shares and any voting rights until they exercise their warrants and receive ordinary shares. After the issuance of PubCo Ordinary Shares upon exercise of the PubCo Warrants, each holder will be entitled to one vote for each PubCo Ordinary Share held of record on all matters to be voted on by shareholders.

In addition, if (x) we issue additional PubCo Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors, and in the case of any such issuance to our sponsor, initial shareholders or their affiliates, without taking into account any Insider Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price of the warrants will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price.

Warrant holders may elect to be subject to a restriction on the exercise of their warrants such that an electing warrant holder would not be able to exercise their warrants to the extent that, after giving effect to such exercise, such holder would beneficially own in excess of 9.8% of PubCo ordinary shares outstanding.

No fractional shares will be issued upon exercise of the PubCo Warrants. If, upon exercise of PubCo Warrants, a holder would be entitled to receive a fractional interest in a PubCo Ordinary Share, we will, upon exercise, round up to the nearest whole number the number of PubCo Ordinary Shares to be issued to the warrant holder.

We have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. This exclusive forum provision shall not apply to suits brought to enforce a duty or liability created by the Exchange Act, any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

In connection with the Business Combination, holders of TETE securities will become shareholders of PubCo and their rights will be governed by the laws of the Cayman Islands and PubCo’s Memorandum and Articles of Association. Currently, the rights of TETE shareholders are governed by the laws of the Cayman Islands and its Memorandum and Articles of Association, as amended and restated on July 19, 2023 (the “Existing M&A”). There are no material differences between the rights of TETE shareholders and the proposed rights of PubCo’s shareholders, except that there is no reference to a business combination in PubCo’s Memorandum and Articles of Association. For information on TETE’s Existing M&A, see the section titled, “Where You Can Find More Information” in this proxy statement/prospectus. For a summary of PubCo’s Memorandum and Articles of Association, see the section titled “Description of PubCo’s Securities” in this proxy statement/prospectus, see the full text of PubCo’s Memorandum and Articles of Association attached to this proxy statement/prospectus as Annex B.

According to the Memorandum and Articles of Association of PubCo, the authorized share capital of the post-closing company will be $50,000 divided into 479,000,000 PubCo Class A Ordinary Shares, and 1,000,000 PubCo preference shares. All of the PubCo Ordinary Shares issued in connection with the Reincorporation Merger will be freely transferable by persons other than by PubCo’s “affiliates” without restriction under the Securities Act, subject to the restrictions detailed below. The PubCo Ordinary Shares issued in the Acquisition Merger, which are not being registered under this registration statement, will be subject to the lock-up agreements described below. Sales of substantial amounts of PubCo Ordinary Shares in the public market could adversely affect prevailing market prices of the PubCo Ordinary Shares. Prior to the Business Combination, there has been no public market for PubCo Ordinary Shares. PubCo intends to apply for listing of the PubCo Ordinary Shares and PubCo Warrants on Nasdaq, but it cannot be assured that a regular trading market will develop in the PubCo Ordinary Shares or PubCo Warrants.

Subject to applicable securities laws in relevant jurisdictions and PubCo’s Memorandum and Articles of Association, the fully paid-up ordinary shares are freely transferable. Shares may be transferred by a duly signed instrument of transfer in a common form or in a form prescribed by Nasdaq or any other national securities exchange on which the shares are listed for trading, the SEC and/or any other competent regulatory authority or otherwise under applicable laws in the relevant jurisdictions or in any other form approved by the directors. If the shares in question were issued in conjunction with rights, options or warrants issued on terms that one cannot be transferred without the other, the directors shall refuse to register the transfer of any such share without evidence satisfactory to them of the like transfer of such option or warrant. PubCo will replace lost or destroyed certificates for shares upon notice to us and upon, among other things, the applicant furnishing evidence and indemnity as the directors may require and the payment of all applicable fees.

No less than [_]% of the shares to be issued in the Acquisition Merger to the current Holdings shareholders will be subject to certain restrictions on sale and cannot be sold for at least six months from the date of the Business Combination.

Regulation S under the Securities Act provides an exemption from registration requirements in the United States for offers and sales of securities that occur outside the United States. Rule 903 of Regulation S provides the conditions to the exemption for a sale by an issuer, a distributor, their respective affiliates or anyone acting on their behalf, while Rule 904 of Regulation S provides the conditions to the exemption for a resale by persons other than those covered by Rule 903. In each case, any sale must be completed in an offshore transaction, as that term is defined in Regulation S, and no directed selling efforts, as that term is defined in Regulation S, may be made in the United States.

PubCo is a foreign issuer as defined in Regulation S. As a foreign issuer, securities that PubCo sells outside the United States pursuant to Regulation S are not considered to be restricted securities under the Securities Act, and, subject to the offering restrictions imposed by Rule 903, are freely tradable without registration or restrictions under the Securities Act, unless the securities are held by PubCo’s affiliates. Generally, subject to certain limitations, holders of PubCo’s restricted shares who are not affiliates of PubCo or who are affiliates of PubCo by virtue of their status as an officer or director of PubCo may, under Regulation S, resell their restricted shares in an “offshore transaction” if none of the shareholder, its affiliate nor any person acting on their behalf engages in directed selling efforts in the United States and, in the case of a sale of PubCo restricted shares by an officer or director who is an affiliate of PubCo solely by virtue of holding such position, no selling commission, fee or other remuneration is paid in connection with the offer or sale other than the usual and customary broker’s commission that would be received by a person executing such transaction as agent. Additional restrictions are applicable to a holder of PubCo restricted shares who will be an affiliate of PubCo other than by virtue of his or her status as an officer or director of PubCo.

PubCo is not claiming the potential exemption offered by Regulation S in connection with the offering of newly issued shares outside the United States and will register all of the newly issued shares under the Securities Act.

All of the PubCo Ordinary Shares that will be outstanding upon the consummation of the Business Combination, other than those equity shares issued and registered in connection with the Business Combination, are “restricted securities” as that term is defined in Rule 144 under the Securities Act and may be sold publicly in the United States only if they are subject to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirement such as those provided by Rule 144 and Rule 701 promulgated under the Securities Act. In general, beginning 90 days after the date of this proxy statement/prospectus, a person (or persons whose shares are aggregated) who, at the time of a sale, is not, and has not been during the three months preceding the sale, an affiliate of PubCo and has beneficially owned PubCo’s restricted securities for at least six months will be entitled to sell the restricted securities without registration under the Securities Act, subject only to the availability of current public information about PubCo. Persons who are affiliates of PubCo and have beneficially owned PubCo’s restricted securities for at least six months may sell a number of restricted securities within any three-month period that does not exceed the greater of the following:

Sales by affiliates of PubCo under Rule 144 are also subject to certain requirements relating to manner of sale, notice and the availability of current public information about PubCo.

In general, under Rule 701 of the Securities Act as currently in effect, each of PubCo’s employees, consultants or advisors who purchase equity shares from PubCo in connection with a compensatory stock plan or other written agreement executed prior to the consummation of the Business Combination is eligible to resell those equity shares in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period, contained in Rule 144. However, the Rule 701 shares would remain subject to lock-up arrangements and would only become eligible for sale when the lock-up period expires.

The audited consolidated financial statements of Oneshop Retail Sdn Bhd Carved Out of Mobilityone Sdn Bhd as of December 31, 2022, December 31, 2023 and December 31, 2024 and for each of the years ended December 31, 2022 2023 and 2024 have been included in this proxy statement/prospectus in reliance on the report of UHY Malaysia PLT, an independent registered public accounting firm, appearing elsewhere in this Proxy statement/prospectus and are included herein in reliance upon the authority of the said firm as experts in accounting and auditing.

The financial statements of TETE Technologies, Inc. as of November 30, 2024 and 2023 and for the year ended November 30, 2024 and for the period from June 16, 2023 (inception) through November 30, 2023 included in this prospectus have been so included in reliance on the report (which contains an explanatory paragraph regarding the Company’s ability to continue as a going concern) of MaloneBailey, LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The financial statements of Technology & Telecommunication Acquisition Corporation as of November 30, 2024 and 2023 and for the years then ended included in this prospectus have been so included in reliance on the report (which contains an explanatory paragraph regarding the Company’s ability to continue as a going concern) of MaloneBailey, LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The management of TETE knows of no other matters which may be brought before the extraordinary general meeting. If any matter other than the proposed Business Combination or related matters should properly come before the extraordinary general meeting, however, the persons named in the enclosed proxies will vote proxies in accordance with their judgment on those matters.

TETE is a Cayman Islands exempted company and will remain a Cayman Islands exempted company following the Business Combination. You may have difficulty serving legal process within the United States upon TETE. You may also have difficulty enforcing, both in and outside the United States, judgments you may obtain in U.S. courts against TETE in any action, including actions based upon the civil liability provisions of U.S. federal or state securities laws. Furthermore, there is doubt that the courts of the Cayman Islands would enter judgments in original actions brought in those courts predicated on U.S. federal or state securities laws. However, TETE may be served with process in the United States with respect to actions against TETE arising out of or in connection with violation of U.S. federal securities laws relating to offers and sales of TETE’s securities by serving TETE’s U.S. agent irrevocably appointed for that purpose.

Pursuant to the rules of the SEC, TETE and services 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. Accordingly, only one copy of this proxy statement/prospectus will be delivered to an address where two or more shareholders reside with the same last name or whom otherwise reasonably appear to be members of the same family based on the shareholders’ prior express or implied consent.

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. If you share an address with at least one other shareholder, currently receive one copy of our proxy statement/prospectus at your residence, and would like to receive a separate copy of the proxy statement/prospectus for future shareholder meetings of TETE, please specify such request in writing and send such written request to:

Technology & Telecommunication Acquisition Corporation
C3-2-23A, Jalan 1/152, Taman OUG Parklane
Off Jalan Kelang Lama

If you share an address with at least one other shareholder and currently receive multiple copies of the proxy statement/prospectus, and you would like to receive a single copy of the proxy statement/prospectus, please specify such request in writing and send such written request to the address above.

TETE is subject to the informational requirements of the Securities Exchange Act and is required to file reports, any proxy statement/prospectus and other information with the Securities and Exchange Commission. Any reports, statements or other information that TETE files with the Securities and Exchange Commission, including this proxy statement/prospectus may be inspected and copied at the public reference facilities maintained by the Securities and Exchange Commission at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of this material can also be obtained upon written request from the Public Reference Section of the Securities and Exchange Commission at its principal office in Washington, D.C. 20549, at prescribed rates or from its website on the Internet at www.sec.gov, free of charge. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on public reference rooms.

Neither TETE nor Super Apps has authorized anyone to provide you with information that differs from that contained in this proxy statement/prospectus. You should not assume that the information contained in this proxy statement/prospectus is accurate as on any date other than the date of this proxy statement/prospectus, and neither the mailing of this proxy statement/prospectus to TETE shareholders nor the consummation of the Business Combination shall create any implication to the contrary.

The validity of the Ordinary Shares to be issued in connection with the Business Combination and registered pursuant to the registration statement of which this proxy statement/prospectus/prospectus forms a part will be passed upon, as to matters of Cayman Islands law, by Ogier (Cayman) LLP.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is not lawful to make any such offer or solicitation in such jurisdiction.

We have audited the accompanying consolidated balance sheets of TETE Technologies, Inc and its subsidiary (collectively, the “Company”) as of November 30, 2024 and 2023, and the related consolidated statements of operations, changes in shareholder’s deficit, and cash flows for the year ended November 30, 2024 and for the period from June 16, 2023 (inception) through November 30, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2024 and 2023, and the results of their operations and their cash flows for the year ended November 30, 2024 and for the period from June 16, 2023 (inception) through November 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements, the Company has no principal operations, and its business plan is dependent on the completion of a business combination within a prescribed period of time and if not completed will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

The accompanying notes are an integral part of these consolidated financial statements.

TETE Technologies Inc.
Consolidated Statements of Changes in Shareholder’s Deficit
For the Year ended November 30, 2024 and for the period from June 16, 2023 (inception) through November 30, 2023

The accompanying notes are an integral part of these consolidated financial statements.

TETE Technologies Inc.
Notes to Consolidated Financial Statements
November 30, 2024

TETE Technologies Inc. (the “Company”) is a Cayman Island exempted company formed by Technology & Telecommunication Acquisition Corporation (the “Parent” or “TETE”) on June 16, 2023 (inception). TETE International Inc, a Cayman Island exempted company, is a wholly owned subsidiary of the Company and has been consolidated for purposes of these financial statements. The Company has adopted a fiscal year-end of November 30. The Company has the authority to issue 50,000 ordinary shares with a par value of $1.00 per share. The Company, and its subsidiary, were formed to be the surviving company in connection with a contemplated business combination between the Parent and a target company. The Company and its subsidiary has no principal operations or revenue producing activities.

The Company was formed by the Parent. The Parent has until July 20, 2025 to complete its initial business combination. If the Parent is unable to complete the initial business combination by July 20, 2025, the Parent must cease all operations and dissolve and liquidate.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. If the Parent is unable to raise additional funds to alleviate liquidity needs as well as complete a business combination by close of July 20, 2025, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules of the Securities and Exchange Commission (the “SEC”).

The Company’s consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 election to opt out is irrevocable. The Company 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, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’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.

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Our future results of operations involve a number of risks and uncertainties. Factors that could affect our business or future results and cause actual results to vary materially from historical results include our ability to execute our acquisition strategy.

Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction, and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision is zero.

The Company computes basic loss per share (“EPS”) by dividing net loss by the weighted average number of ordinary shares outstanding for the reporting period. Diluted earnings per share is calculated by dividing net loss by the weighted average number of ordinary share equivalents outstanding. During the periods when they are anti-dilutive, ordinary share equivalents, if any, are not considered in the computation. As of November 30, 2024 there were no anti-dilutive ordinary shares or ordinary share equivalents outstanding.

The Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement .

Since inception, the Parent has advanced the company a total of $30,516 to cover formation and operating costs. These amounts are interest free and due on demand, the balance as of November 30, 2024 and November 30, 2023 was $30,516 and $10,024, respectively .

On October 19, 2022, TETE entered into the Merger Agreement 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 between 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.

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 Holdings (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.

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. Stock certificates evidencing the Merger Consideration shall bear restrictive legends as required by any securities laws at the time of the Business Combination.

The Company is authorized to issue 50,000 ordinary shares with a par value of $1.00 per share. Holders of the Company’s ordinary shares are entitled to one vote for each share. On June 22, 2023, the Company issued one ordinary share to its Parent for $1.00, the founder for no consideration.

In preparing the accompanying financial statements, the Company considered disclosures of events occurring after November 30, 2024, until the issuance of the financial statements. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

We have audited the accompanying consolidated balance sheets of Technology & Telecommunication Acquisition Corporation and its subsidiary (collectively, the “Company”) as of November 30, 2024 and 2023, and the related consolidated statements of operations, shareholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements, the Company expects to incur significant cost in its pursuit to complete the business combination and the Company’s business plan is dependent on the completion of a business combination within a prescribed period of time and if not completed will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The accompanying notes are an integral part of these consolidated financial statements.

Technology & Telecommunication Acquisition Corporation (the “Company”) was incorporated in Cayman Islands on November 8, 2021. The Company was formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. TETE Technologies Inc. is a Cayman Island exempted company formed on June 16, 2023. It was formed to be the surviving company in connection with a contemplated business combination. It has no principal operations or revenue producing activities.

The Company has entered into 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 the Company 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, with the Company 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 the Company, will be merged with and into Holdings, resulting in Holdings being a wholly owned subsidiary of the Company (the “Acquisition Merger”).

As of November 30, 2024, the Company had not commenced any operations. All activity for the period from November 8, 2021 (inception) through November 30, 2024 relates to the Company’s formation and initial public offering (“Initial Public Offering”), which is described below and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected November 30 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering was declared effective on January 14, 2022. On January 20, 2022, the Company consummated the Initial Public Offering of 10,000,000 units (“Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), generating gross proceeds of $100,000,000 which is described in Note 3.

The Initial Public Offering transaction costs amounted to $8,482,742 consisting of $1,800,000 of underwriting fees paid in cash, $4,025,000 of deferred underwriting fees payable (which are held in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”)), $1,725,000 funded to the trust account and $932,742 of costs related to the Initial Public Offering. Cash of $1,562,293 was held outside of the Trust Account on January 20, 2022 and was available for working capital purposes. As described in Note 6, the $4,025,000 deferred underwriting fees are contingent upon the consummation of the Business Combination.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 480,000 units (the “Private Placement Units”) to Technology & Telecommunication LLC (the “Sponsor”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company in the amount of $4,800,000.

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

Following the closing of the Initial Public Offering 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 Initial Public Offering and the Private Placement was placed in a trust account (“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 the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the value of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.15 per Unit sold in the Initial Public Offering, including proceeds of the Private Placement Warrants, will be held in the Trust Account and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of 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 the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholders meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.15 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity”.

The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to the Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its second amended and restated certificate of incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares, without the prior consent of the Company.

The holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company has not completed a Business Combination within 12 months (or 15 months, or 18 months, as applicable from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The holders of the Founders Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.15 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per Public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

On February 21, 2023, the Sponsor promised to loan an amount of up to $656,474 to the Company and the full amount has been borrowed. On June 13, 2023, the Sponsor promised to loan an amount of up to $864,000 to the Company and $864,000 has been borrowed. On August 10, 2023, the Sponsor promised to loan an amount of up to $500,000 to the Company and $500,000 has been borrowed. On June 14, 2024, the Sponsor issued an additional unsecured promissory note to the Company (the “Second Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of up to $500,000. The Second Promissory Note is non-interest bearing and payable after the date of the consummation of the Business Combination (See Note 5).

Subsequent to the approval by the shareholders of the Company of the Amendment to the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter Amendment”), on January 20, 2023, the Company filed the Charter Amendment with the Registrar of Companies in the Cayman Islands. In connection with the Charter Amendment, the Company’s shareholders elected to redeem an aggregate of 8,373,932 ordinary shares. Pursuant to the Charter Amendment, the Company has the right to extend the period which it has to complete a business combination by up to six (6) times for an additional one (1) month each time from January 20, 2023 to July 20, 2023 by depositing into its trust account, for each one-month extension, the lesser of (a) $262,500 and (b) $0.0525 for each Class A ordinary share outstanding after giving effect to the redemption of public shares in connection with the Charter Amendment in accordance with the terms of the Company’s amended and restated memorandum and articles of association.

Subsequent to the approval by the shareholders of the Company of the Amendment to the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter Amendment”), on July 18, 2023, Company filed the Charter Amendment with the Registrar of Companies in the Cayman Islands. In connection with the Charter Amendment, the Company’s shareholders elected to redeem an aggregate of 149,359 ordinary shares. Pursuant to the Charter Amendment, the Company has the right to extend the period which it has to complete a business combination by up to twelve (12) times for an additional one (1) month each time from July 20, 2023 to July 20, 2024 by depositing into its trust account, for each one-month extension, the lesser of (a) $144,000 and (b) $0.045 for each Class A ordinary share outstanding after giving effect to the redemption of public shares in connection with the Charter Amendment in accordance with the terms of the Company’s amended and restated memorandum and articles of association.

On June 7, 2024, the Company held its general shareholder meeting (the “General Meeting”) and passed its vote to amend the Company’s Amended and Restated Articles of Association (the “Articles of Association”) to give the Company the right to extend the date it has to consummate a business combination up to seven (7) times for an additional one (1) month each time, from June 20, 2024 to January 20, 2025. The cost of this extension would be the lesser of (a) $60,000 and (b) $0.02 for each ordinary share issued and outstanding after giving effect to the redemptions, each month extended.

On June 7, 2024, the Company’s shareholders elected to redeem an aggregate of 408,469 shares in connection with the General Meeting.

As of November 30, 2024, the Company had approximately $25,000 of cash in its operating account and working capital deficit of $5,282,790.

Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through the capital contribution of $25,000 from the Sponsor to purchase the Founder Shares, and a loan of up to $300,000 pursuant to the Note issued to the Sponsor, which was repaid on January 25, 2022 (Note 5). Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account.

Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

The significant cost in pursuit of the Company’s acquisition plans and upcoming mandatory liquidation date bring if do not complete the Business Combination within the applicable time frame noted below raises substantial doubt about the Company’s ability to continue as a going concern.

In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the financial statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition plans. Management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such an additional condition also raises substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

On June 7, 2024, TETE amended its (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 seven (7) times for an additional one (1) month each time, from June 20, 2024 to January 20, 2025; (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 seven (7) times for an additional one (1) month each time from June 20, 2024 to January 20, 2025, by depositing into the Trust Account, for each one-month extension, the lesser of (a) $60,000 and (b) $0.02 for each ordinary share outstanding. On June 7, 2024, 408,469 Public Shares were redeemed by a number of shareholders at a price of approximately $11.93 per share, in an aggregate principal amount of $4,872,513.12. Following the redemptions, there were 2,568,240 Public Shares outstanding. The Company subsequently deposited $51,364.80 per month into the trust account to extend the Combination Period from June 20, 2024 to January 20, 2025.

The Company’s consolidated financial statement includes the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC.

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 election to opt out is irrevocable. The Company 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, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated 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.

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $25,348 in cash and no cash equivalents as of November 30, 2024 and $9,917 in cash and no cash equivalents as of November 30, 2023.

As of November 30, 2024 and 2023, substantially all of the assets held in the Trust Account were held in the money market. The amount of assets held in Trust Account is $31,665,013 and $33,749,917, respectively.

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the consolidated financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of November 30, 2024 and 2023 no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero from inception to November 30, 2024.

All of the Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $5,000,001. However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus public shares would be required to be disclosed outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit.

As of November 30, 2024 and 2023, 2,568,240 and 2,976,709, respectively of Class A Ordinary Shares outstanding are subject to possible redemption.

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. On November 30, 2024, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s consolidated statements of operations include a presentation of income per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income (per ordinary share, basic and diluted, for redeemable Class A ordinary shares is calculated by dividing the net income allocable to Class A ordinary shares subject to possible redemption, by the weighted average number of redeemable Class A ordinary shares outstanding since original issuance. Net income per ordinary share, basic and diluted, for non-redeemable Class A ordinary shares is calculated by dividing net income allocable to non-redeemable ordinary shares, by the weighted average number of non-redeemable ordinary shares outstanding for the periods.

The Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Offering costs of $4,532,887 consist principally of costs incurred in connection with formation of the Company and preparation for the Initial Public Offering. These costs, together with the underwriter discount of $4,025,000, were charged to additional paid-in capital upon completion of the Initial Public Offering.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

The Company’s cash and investments in trust are classified within Level 1 as these securities are traded on an active public market. As of November 30, 2024 and 2023 the Company held approximately $31,665,000 and $33,750,000, respectively, in cash and investments in trust.

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement .

Pursuant to the Initial Public Offering, the Company sold 11,500,000 Units at a purchase price of $10.00 per Unit generating gross proceeds to the Company in the amount of $115,000,000. Each Unit consists of one ordinary share and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder purchase one ordinary share at an exercise price of $11.50 per whole share.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 532,500 units (the “Private Placement Units”) to Technology & Telecommunication, LLC (the “Sponsor”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company in the amount of $5,325,000 on January 20, 2022.

A portion of the proceeds from the Private Placement Units was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units will be worthless.

The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.

On November 26, 2021, the Sponsor purchased 2,875,000 of the Company’s Class B ordinary shares (the “Founder Shares”) in exchange for $25,000. The Founder Shares include an aggregate of up to 375,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. The Founder Shares are no longer subject to forfeiture due to full exercise of the over-allotment by the underwriter.

The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period, or (y) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.

On November 26, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of up to $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2022, or (ii) the consummation of the Initial Public Offering.

During the year end November 30, 2022, deferred offering costs paid for by the Promissory Note amounted to $71,881. On January 25, 2022, the outstanding balance owed under the Promissory Note (being $177,876) was repaid in full.

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into units at a price of $10.00 per unit. Such units would be identical to the Private Placement Units. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. On August 10, 2023, the Sponsor has promised to loan an amount of up to $500,000 to the Company. As of November 30, 2024 and 2023, there were $1,047,000 and $300,000 outstanding under any Working Capital Loans, respectively.

Commencing on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support for up to 18 months. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of November 30, 2024 and 2023, $340,000 and $220,000 had been accrued and not yet been paid to the Sponsor under the Administrative Support Agreement, respectively. These amounts are included in the accounts payable and accrued liabilities on the Consolidated Balance Sheet.

On February 21, 2023, the Sponsor has promised to loan an amount of up to $656,474 to the Company and the full amount has been borrowed. On June 13, 2023, the Sponsor has promised to loan an amount of up to $864,000 to the Company and the full amount has been borrowed. On August 10, 2023, the Sponsor promised to loan an amount of up to $500,000 to the Company and $500,000 has been borrowed . On June 14, 2024, the Sponsor issued an additional unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of up to $500,000 and $500,000 has been borrowed. This loan is non-interest bearing and payable after the date of the consummation of the Business Combination. As of November 30, 2024, the available amount between the four loans is $2,520,474 and the Sponsor had paid an aggregate of $2,766,371 towards these loans, noting an amount of $245,897 has been over funded to cover extension fees and will be payable after the date of the consummation of the Business Combination. As of November 30, 2024 and 2023, there were $2,766,371 and $1,654,471 outstanding extensions loans, respectively.

The holders of the Founder Shares, Private Placement Units and warrants that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.

The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $2,000,000 in the aggregate (or $2,300,000 in the aggregate if the underwriters’ over-allotment option was exercised in full), payable upon the closing of the Initial Public Offering. The underwriters agreed to reimburse us for expenses incurred by us in connection with this offering in an amount equal to $500,000, payable to us at the closing of the offering. In addition, the underwriters were entitled to a deferred fee of $0.35 per Unit, or $3,500,000 in the aggregate (or $4,025,000 in the aggregate if the underwriters’ over-allotment option was exercised in full). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

On January 20, 2022, the underwriters purchased an additional 1,500,000 Option Units pursuant to the full exercise of the over-allotment option. The Option Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $15,000,000.

As of November 30, 2024 and 2023 there was approximately $1,190,000 and $864,000 of contingent legal fees, respectively, included in accounts payable and accrued expenses in the accompanying consolidated balance sheet. The legal fees are payable upon completion of a Business Combination. In the event that the merger does not close, and the Company receives a break-up fee or similar payment, the Company agrees to pay the balance of legal fees up to the amount received from for the break fee. In the event that the merger does not close, the Company is obligated to pay at least $425,000.

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. As of November 30, 2024 and 2023, there were no preference shares issued or outstanding.

Class A Ordinary Shares — Our amended and restated memorandum and articles of association authorize the Company to issue 479,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. On January 18, 2023, TETE’s shareholders elected to redeem an aggregate of 8,373,932 ordinary shares, which is $86,353,885, in connection with the General Meeting. On July 18, 2023, TETE’s shareholders elected to redeem an aggregate of 149,359 ordinary shares, which is $1,626,736, in connection with the General Meeting. June 13, 2024, TETE’s shareholders elected to redeem an aggregate of 408,469 ordinary shares, which is $4,872,514 , in connection with the General Meeting. As of November 30, 2024 and 2023, there were 3,407,500 Class A ordinary shares issued and outstanding, respectively, excluding 2,568,240 and 2,976,709 shares subject to possible redemption as of November 30, 2024 and 2023, respectively.

Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. As of November 30, 2024 and 2023, there were -0- and -0- Class B ordinary shares issued and outstanding, respectively, such that the Initial Shareholders would maintain ownership of at least 20% of the issued and outstanding shares after the Initial Public Offering.

Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. In connection with our initial business combination, we may enter into a shareholders’ agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of this offering.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the then-outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of Class A ordinary shares redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in a Business Combination. In November 2023 the Company converted 2,875,000 Class B ordinary shares to Class A ordinary shares for a par value of $288 . There are no Class B ordinary shares are outstanding as of November 30, 2024 and 2023.

Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. Notwithstanding the above, if the Class A ordinary shares is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of Warrants When the Price per Share of Class A Ordinary shares Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering.

Subsequent to the approval by the shareholders of the Company of the Amendment to the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter Amendment”), on July 18, 2023, the Company filed the Charter Amendment with the Registrar of Companies in the Cayman Islands. In connection with the Charter Amendment, the Company’s shareholders elected to redeem an aggregate of 149,359 ordinary shares. Pursuant to the Charter Amendment, the Company has the right to extend the period which it has to complete a business combination by up to twelve (12) times for an additional one (1) month each time from July 20, 2023 to July 20, 2024 by depositing into its trust account, for each one-month extension, the lesser of (a) $144,000 and (b) $0.045 for each Class A ordinary share outstanding after giving effect to the redemption of public shares in connection with the Charter Amendment in accordance with the terms of the Company’s amended and restated memorandum and articles of association.

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, formation and operational costs and interest earned on cash and investments held in Trust Account which include the accompanying consolidated statements of operations.

The key measures of segment profit or loss reviewed by our CODM are interest earned on cash and investments held in Trust Account and formation and operational costs. The CODM reviews interest earned on cash and investments held in Trust Account to measure and monitor stockholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. Formation and operational costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period. The CODM also reviews formation and operational costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after the consolidated balance sheet date up to the date that the consolidated financial statements were issued.

On January 20, 2025, 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 by three (3) months from January 20, 2025 to April 20, 2025; and (ii) amend TETE’s investment management trust agreement, dated as of January 14, 2022, by and between TETE and Continental Stock Transfer & Trust Company, to allow TETE to extend the Combination Period by three (3) months from January 20, 2025 to April 20, 2025. The Company has paid $51,365 in December 2024, and has subsequently amended the agreement to note the Sponsors agreement to forfeit Founder Shares equal to 150,000 Shares (the “Forfeited Shares”) in consideration of the extension to April 20, 2025.

On January 20, 2025, the Company entered into a non-redemption agreement (the “Non-Redemption Agreement”) with the Sponsor and certain institutional investors named therein (the “Investors”). The Investors have agreed that they will not exercise their Redemption Rights, or they will rescind or reverse previously submitted redemption requests prior to the Special Meeting. Under the terms of the Non-Redemption Agreement, if the Investors do not exercise their General Meeting, or validly rescind previously submitted redemption requests, and if the Charter Amendment and IMTA Amendment proposals are approved, then promptly following the consummation of the proposed business combination, the Sponsor shall forfeit 150,000 shares of Company common stock (the “Forfeited Shares”) and the Company shall issue 150,000 shares of Company common stock, in the aggregate, to the Investors (the “New Shares”), for no additional consideration. The New Shares shall be issued free and clear of any liens or other encumbrances, other than (x) pursuant to the provisions of the letter agreement, dated January 14, 2022, by and between the Company and the Sponsor, (y) restrictions on transfer imposed by the securities laws, and (z) any other agreement relating to the shares held by the Sponsor entered into in connection with the proposed business combination (which shall be no less favorable or more restrictive than what is agreed to by the Sponsor). At the Investors’ election, in lieu of receiving the New Shares, following the satisfaction of Redemption Rights in connection with the consummation of the proposed business combination, the Company shall cause its transfer agent to pay to the Investors directly from the Company’s trust account an amount in cash equal to the product of (i) 560,061, (ii) thirty-percent, and (iii) the final per-share redemption price then available to Company stockholder (the “Share Consideration Payment”). In order to receive the Share Consideration Payment, the Investors shall not redeem thirty percent of the TETE publicly traded Class A shares held by the Investor at the time of the business combination redemption deadline.

On January 29, 2025 there were 1,993,697 shares of Class A Common Shares that were redeemed for approximately $25,000,000.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

The accompanying notes are an integral part of these unaudited consolidated financial statements

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Technology & Telecommunication Acquisition Corporation (the “Company” or “TETE”) was incorporated in Cayman Islands on November 8, 2021. The Company was formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. TETE Technologies Inc. is a Cayman Island exempted company formed on June 16, 2023. It was formed to be the surviving company in connection with a contemplated business combination. It has no principal operations or revenue producing activities.

As of May 31, 2025, the Company had not commenced any operations. All activity for the period from November 8, 2021 (inception) through May 31, 2025 relates to the Company’s formation and initial public offering (“Initial Public Offering”), which is described below and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected November 30 as its fiscal year end.

Subsequent to the approval by the shareholders of the Company of the Amendment to the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter Amendment”), on July 18, 2023, Company filed the Charter Amendment with the Registrar of Companies in the Cayman Islands. In connection with the Charter Amendment, the Company’s shareholders elected to redeem an aggregate of 149,359 ordinary shares. Pursuant to the Charter Amendment, the Company has the right to extend the period which it has to complete a business combination by up to twelve (12) times for an additional one (1) month each time from July 20, 2023 to July 20, 2024 by depositing into its trust account, for each one-month extension, the lesser of (a) $144,000 and (b) $0.045 for each Class A ordinary share outstanding after giving effect to the redemption of public shares in connection with the Charter Amendment in accordance with the terms of the Company’s amended and restated memorandum and articles of association.

On June 7, 2024, the Company’s shareholders elected to redeem an aggregate of 408,469 shares in connection with the General Meeting.

On January 20, 2025, the Company held an extraordinary meeting of shareholders. During this meeting, the Company’s shareholders approved the proposals to (i) amend the Company’s amended and restated articles of association in existence at that time to give TETE the right to extend the Combination Period by three (3) months from January 20, 2025 to April 20, 2025; and (ii) amend TETE’s investment management trust agreement, dated as of January 14, 2022, by and between TETE and Continental Stock Transfer & Trust Company, to allow TETE to extend the Combination Period by three (3) months from January 20, 2025 to April 20, 2025

On January 20, 2025, 1,993,697 Public Shares were redeemed by a number of shareholders at a price of approximately $12.41 per share, in an aggregate principal amount of $24,739,496. On April 15, 2025, 3,561 Public Shares were redeemed by a number of shareholders at a price of approximately $12.65 per share, in an aggregate principal amount of $45,060 Following the redemptions, there were 570,982 Public Shares outstanding.

On April 16, 2025, shareholders of the Company voted to extend the date by which the Company has to consummate a business combination by four (4) months from April 20, 2025 to August 20, 2025.

As of May 31, 2025, the Company had approximately $3,200 of cash in its operating account and working capital deficit of $5,631,148.

Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through the capital contribution of $25,000 from the Sponsor to purchase the Founder Shares, and a loan of up to $300,000 pursuant to the Note issued to the Sponsor, which was repaid on January 25, 2022 . Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account.

In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the financial statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition plans. Management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such an additional condition also raises substantial doubt about the Company’s ability to continue as a going concern. The unaudited consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

On June 7, 2024, the Company amended the following to (i) amend and restate the articles of association in existence at that time to give TETE the right to extend the Combination Period up to seven (7) times for an additional one (1) month each time, from June 20, 2024 to January 20, 2025; (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 seven (7) times for an additional one (1) month each time from June 20, 2024 to January 20, 2025, by depositing into the Trust Account, for each one-month extension, the lesser of (a) $60,000 and (b) $0.02 for each ordinary share outstanding. On June 7, 2024, 408,469 Public Shares were redeemed by a number of shareholders at a price of approximately $11.93 per share, in an aggregate principal amount of $4,872,513.12. Following the redemptions, there were 2,568,240 Public Shares outstanding. The Company subsequently deposited $51,364.80 per month into the trust account to extend the Combination Period from June 20, 2024 to January 20, 2025.

On April 16, 2025, TETE completed a Charter Amendment (“Charter Amendment”) to extend the Combination Period by four (4) months from April 20, 2025 to August 20, 2025.

The Company’s unaudited consolidated financial statement includes the accounts of the Company and its wholly owned subsidiaries . All significant intercompany accounts and transactions have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended November 30, 2024, as filed with the SEC on March 17, 2025. The interim results for the three and six months ended May 31, 2025 are not necessarily indicative of the results to be expected for the year ending November 30, 2025 or for any future periods.

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 election to opt out is irrevocable. The Company 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, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited consolidated 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.

The preparation of unaudited consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $3,227 in cash and no cash equivalents as of May 31, 2025 and $25,348 in cash and no cash equivalents as of November 30, 2024.

As of May 31, 2025 and November 30, 2024, substantially all of the assets held in the Trust Account were held in the money market. The amount of assets held in Trust Account is $7,258,933 and $31,665,013, respectively.

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the unaudited consolidated financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the unaudited consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of May 31, 2025 and November 30, 2024 no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero from inception to May 31, 2025.

As of May 31, 2025 and November 30, 2024, 570,982 and 2,568,240, respectively of Class A Ordinary Shares outstanding are subject to possible redemption.

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. On May 31, 2025, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

The Company’s unaudited consolidated statements of operations include a presentation of income per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income (per ordinary share, basic and diluted, for redeemable Class A ordinary shares is calculated by dividing the net income allocable to Class A ordinary shares subject to possible redemption, by the weighted average number of redeemable Class A ordinary shares outstanding since original issuance. Net income per ordinary share, basic and diluted, for non-redeemable Class A ordinary shares is calculated by dividing net income allocable to non-redeemable ordinary shares, by the weighted average number of non-redeemable ordinary shares outstanding for the periods.

● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

The Company’s cash and investments in trust are classified within Level 1 as these securities are traded on an active public market. As of May 31, 2025 and November 30, 2024 the Company held $7,258,933 and $31,665,013, respectively, in cash and investments in trust.

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into units at a price of $10.00 per unit. Such units would be identical to the Private Placement Units. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of May 31, 2025 and November 30, 2024, there were $1,208,975 and $1,047,000 outstanding under any Working Capital Loans, respectively.

Commencing on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support for up to 18 months. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of May 31, 2025 and November 30, 2024, $400,000 and $340,000 had been accrued and not yet been paid to the Sponsor under the Administrative Support Agreement, respectively. These amounts are included in the accounts payable and accrued liabilities on the Unaudited consolidated Balance Sheet.

On February 21, 2023, the Sponsor has promised to loan an amount of up to $656,474 to the Company and the full amount has been borrowed. On June 13, 2023, the Sponsor has promised to loan an amount of up to $864,000 to the Company and the full amount has been borrowed. On August 10, 2023, the Sponsor promised to loan an amount of up to $500,000 to the Company and $500,000 has been borrowed . On June 14, 2024, the Sponsor issued an additional unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of up to $500,000 and $500,000 has been borrowed. This loan is non-interest bearing and payable after the date of the consummation of the Business Combination. As of May 31, 2025, the available amount between the four loans is $2,520,474 and the Sponsor had paid an aggregate of $2,817,736 towards these loans, noting an amount of $297,262 has been over funded to cover extension fees and will be payable after the date of the consummation of the Business Combination. As of May 31, 2025 and November 30, 2024, there were $2,817,736 and $2,766,371 outstanding extensions loans, respectively.

On April 14, 2025, the Company entered into a non-redemption agreement (the “Non-Redemption Agreement”) with certain institutional investors named therein (the “Investors”). Pursuant to the Non-Redemption Agreement, the Investors agreed that, in connection with TETE’s extraordinary meeting of shareholders to be held on April 16, 2025, the Investors would not exercise their right to redeem public shares of TETE (the “Redemption Rights”), or they would rescind or reverse previously submitted redemption requests prior to the meeting. Under the terms of the Non-Redemption Agreement, provided the proposals were approved by the shareholders, TETE and the Sponsor agreed that, promptly following the consummation of the proposed business combination, the Sponsor shall forfeit 53.2% of 560,061 ordinary shares of the Company (the “Forfeited Shares”) and TETE shall issue a number of shares of the post-closing company equal to such Forfeited Shares to the Investors (the “New Shares”), for no additional consideration. The New Shares shall be issued free and clear of any liens or other encumbrances, other than (x) pursuant to the provisions of the letter agreement, dated January 14, 2022, by and between TETE and the Sponsor, (y) restrictions on transfer imposed by the securities laws, and (z) any other agreement relating to the shares held by the Sponsor entered into in connection with the proposed business combination (which shall be no less favorable or more restrictive than what is agreed to by the Sponsor). At the Investors’ election, in lieu of receiving the NRA New Shares, following the satisfaction of Redemption Rights in connection with the consummation of the proposed business combination, TETE shall cause its transfer agent to pay to the Investors directly from TETE’s trust account an amount in cash equal to the product of (i) 560,061, (ii) 53.2%, and (iii) the final per-share redemption price then available to Company stockholder (the “Share Consideration Payment”). In order to receive the Share Consideration Payment, the Investors shall not redeem 53.2% of the TETE publicly traded Class A shares held by the Investor at the time of the business combination redemption deadline.

For the six months ended May 31, 2025, there were 1,995,258 shares of Class A Common Shares that were redeemed for approximately $25,000,000.

As of May 31, 2025 and November 30, 2024 there was approximately $1,190,000 of contingent legal fees, which is included in accounts payable and accrued expenses in the accompanying unaudited consolidated balance sheet. The legal fees are payable upon completion of a Business Combination. In the event that the merger does not close, and the Company receives a break-up fee or similar payment, the Company agrees to pay the balance of legal fees up to the amount received from for the break fee. In the event that the merger does not close, the Company is obligated to pay at least $425,000.

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. As of May 31, 2025 and November 30, 2024, there were no preference shares issued or outstanding.

On January 18, 2023, TETE’s shareholders elected to redeem an aggregate of 8,373,932 ordinary shares, which is $86,353,885, in connection with the General Meeting. On July 18, 2023, TETE’s shareholders elected to redeem an aggregate of 149,359 ordinary shares, which is $1,626,736, in connection with the General Meeting. On June 13, 2024, TETE’s shareholders elected to redeem an aggregate of 408,469 ordinary shares, which is $4,872,514 , in connection with the General Meeting. On January 20, 2025 TETE’s shareholders elected to redeem an aggregate of 1,991,697 ordinary shares, which is $24,739,496 , in connection with the General Meeting. On April 15, 2025, TETE’s shareholders elected to redeem an aggregate of 3,561 ordinary shares, which is $45,060 , in connection with the General Meeting.

As of May 31, 2025 and November 30, 2024, there were 3,407,500 Class A ordinary shares issued and outstanding, respectively, excluding 570,982 and 2,568,240 shares subject to possible redemption as of May 31, 2025 and November 30, 2024, respectively.

Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. As of May 31, 2025 and November 30, 2024, there were -0- and -0- Class B ordinary shares issued and outstanding, respectively, such that the Initial Shareholders would maintain ownership of at least 20% of the issued and outstanding shares after the Initial Public Offering.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the then-outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of Class A ordinary shares redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in a Business Combination. In November 2023 the Company converted 2,875,000 Class B ordinary shares to Class A ordinary shares for a par value of $288. There are no Class B ordinary shares are outstanding as of May 31, 2025 and November 30, 2024.

Redemption of Warrants When the Price per Share of Class A Ordinary shares Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering.

Subsequent to the approval by the shareholders of the Company of the Amendment to the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter Amendment”), on July 18, 2023, the Company filed the Charter Amendment with the Registrar of Companies in the Cayman Islands. In connection with the Charter Amendment, the Company’s shareholders elected to redeem an aggregate of 149,359 ordinary shares. Pursuant to the Charter Amendment, the Company has the right to extend the period which it has to complete a business combination by up to twelve (12) times for an additional one (1) month each time from July 20, 2023 to July 20, 2024 by depositing into its trust account, for each one-month extension, the lesser of (a) $144,000 and (b) $0.045 for each Class A ordinary share outstanding after giving effect to the redemption of public shares in connection with the Charter Amendment in accordance with the terms of the Company’s amended and restated memorandum and articles of association.

On January 20, 2025 the Company shareholders elected to redeem an aggregate of 1,991,697 ordinary shares, which is $24,739,496 , in connection with the General Meeting.

On January 20, 2025 Articles of Association (the “Articles of Association”) to give the Company the right to extend the date it has to consummate a business combination by three months, from January 20, 2025 to April 20, 2025.

On April 15, 2025 the Company shareholders elected to redeem an aggregate of 3,561 ordinary shares, which is $45,060 , in connection with the General Meeting.

On April 16, 2025 the Company extended the date it has to consummate a business combination by four months, from April 20, 2025 to August 20, 2025.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews key metrics, formation and operational costs and interest earned on cash and investments held in Trust Account which include the accompanying unaudited consolidated statements of operations.

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before unaudited consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after the unaudited consolidated balance sheet date up to the date that the unaudited consolidated financial statements were issued.

On August 20, 2025, TETE held an extraordinary meeting of shareholders. During this meeting, the Company’s shareholders approved the proposals to (i) amend the Company’s amended and restated articles of association in existence at that time to give the Company the right to extend the business combination period by six (6) months from August 20, 2025 to February 20, 2026; and (ii) amend the Company’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 business combination period by six (6) months from August 20, 2025 to February 20, 2026. On August 20, 2025, 560,061 Public Shares were redeemed by a number of shareholders at a price of approximately $12.84 per share, in an aggregate principal amount of $7,189,492.10. Following the redemptions, there were 10,921 Public Shares outstanding.

The Directors of OneShop Retail Sdn. Bhd. state that, in our opinion, the accompanying combined financial statements are drawn up in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, so as to give a true and fair view of the financial position of the Carved-out Operations as at December 31, 2024 and of the financial performance and the cash flows of the Carved-out Operations for the year ended on that date.

Signed on this 5^th day of August 2025 in accordance with a resolution of the Directors ,

We have audited the accompanying combined balance sheets of OneShop Retail Sdn. Bhd. carved out of MobilityOne Sdn. Bhd. as of December 31, 2024 and December 31, 2023, the related statements of profit and loss and other comprehensive income, Cumulative Net Investment, and cash flows, for each of the two years in the year ended December 31, 2024, and the related notes to the combined financial statements (collectively referred to as the “combined financial statements”). In our opinion, the combined financial statements present fairly, in all material respects, the financial position of the Carved-out Operations as of December 31, 2024 and December 31, 2023, and the results of its operations and its cash flows for each the two years in the years ended December 31, 2024, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

These combined financial statements are the responsibility of the Carved-out Operations’ management. Our responsibility is to express an opinion on the combined financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free of material misstatement, whether due to error or fraud. The Carved-out Operations is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Carved-out Operations’ internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the combined financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the combined financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the combined financial statements. We believe that our audits provide a reasonable basis for our opinion.

Substantial Doubt About the Entity’s Ability to Continue as a Going Concern

We draw attention to Note 2 to the financial statements, which indicates that the Carved-Out Operations incurred a net loss of RM4,078,478 (equivalent to USD892,446) for the year ended 31 December 2024. As of that date, the Carved-Out Operations’ current liabilities exceeded its current assets by RM2,041,754 (equivalent to USD455,749). These conditions raise substantial doubt about the entity’s ability to continue as a going concern for a period of one year from the date the financial statements are issued.

Management’s plans in regard to these matters, including the financial support from the substantial shareholder, are also described in Note 2. The financial statements have been prepared assuming that the entity will continue as a going concern. Our opinion is not modified with respect to this matter.

As discussed in Note 2 to the combined financial statements, the Carved-out Operations did not operate as a standalone legal entity during the periods presented. The accompanying combined financial statements were derived from the historical accounting records of MobilityOne Sdn. Bhd. and reflect allocations of certain assets, liabilities, revenues, and expenses. These combined financial statements may not necessarily reflect the results of operations, financial position, or cash flows of the Carved-out Operations had it operated as an independent entity. Our opinion is not modified with respect to this matter.

The accompanying notes are an integral part of the combined financial statements

The accompanying notes are an integral part of the combined financial statements

OneShop Retail Sdn. Bhd. (the “Company”, or “OneShop Retail”) is a private limited liability company incorporated and domiciled in Malaysia. The registered office of the Company was located at No. 73-1, Jalan Radin Tengah, Bandar Sri Petaling, 57000 Kuala Lumpar, Malaysia. With effect from 2 May 2024, the Company’s registered office has been relocated to L5-07, Level 5, Wisma BU 8, No. 11, Lebuh Bandar Utama, Bandar Utama, 47800 Petaling Jaya, Selangor. The principal place of business is Unit 6-2a-2, Wisma LMS, No. 6, Jalan Abdul Rahman Idris, Kampung Baru, 50300 Kuala Lumpar, Malaysia.

The Company is a subsidiary of Super App Holding Sdn. Bhd., a private limited liability company incorporated and domiciled in Malaysia.

The accompanying combined financial statements and footnotes (“Combined financial statements”) present the assets, liabilities, revenues, and expenses directly attributed to the Company, as well as allocations from the Substantial shareholder (formerly Parent) (“Carved-Out Operations”). The Carved-Out Operations does not operate as a separate, stand-alone entity and historically was included as part of the e-channel products, hardware and services segment of the Substantial shareholder (formerly Parent).

The principal activities of the Carved-Out Operations is selling electronic vouchers (mobile airtime, PayTV vouchers, gaming credits and other e-Vouchers) to end users via channel partners such as retailers, corporate partners and banks. The Carved-Out operations also includes the revenue from the legacy OneShop Retail which is a wholesaler of retail products to their customers (retail shops).

These combined financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

These combined financial statements are prepared for presentation purposes only and reflect a carve-out of certain operations of MobilityOne Sdn. Bhd., combined with OneShop to illustrate the historical results of the business intended to be transferred to OneShop.

Accordingly, the financial information presented does not represent the results of operations, financial position, or cash flows of a standalone legal entity during the periods presented, but rather a combination of historical activities carved out from MobilityOne and allocated to OneShop on a consistent and supportable basis.

The financial statements should be read in conjunction with the following limitations:

They do not purport to represent the financial position, results of operations, or cash flows of a standalone legal entity.

Historical results are not necessarily indicative of future results, particularly as a standalone company.

During the financial period, the Carved-Out Operations have adopted the following amendments to IFRSs and IASs issued by the IASB that are mandatory for current financial period:

Amendments to IFRS 3, IFRS 16, IAS 16, IAS 37 and annual improvements to IFRSs Standards 2018-2020.

The adoption of the amendments to IFRSs and IASs did not have any significant impact on the financial statements of the Carved-Out Operations.

The Carved-Out Operations have not applied the following new IFRSs, new interpretations and amendments to IFRSs that have been issued by the IASB but are not yet effective for the Carved-Out Operations:

The Carved-Out Operations intend to adopt the above new IFRS, amendments to IFRSs and IASs when they become effective.

These new standards, amendments to published standards and interpretation will be adopted on the respective effective dates. The Company has started a preliminary assessment on the effects of the above new standard, amendments to published standards and interpretation and the impact is still being assessed.

Cash and cash equivalents include cash on hand, amounts due from financial institutions, with maturities of three months or less. Asset and liabilities maintained by the Company have been included in these combined financial statements along with any specific assets and liabilities allocated from the Substantial shareholder (formerly Parent).

The following balances are derived from the stand-alone entity and do not include allocations from the Substantial shareholder (formerly Parent). Other receivables represent supplier deposit. Inventory balance represents balances of retail trading goods, on the stand-alone entity. Accounts payables represents vendor balances and other payables represents other accruals.

Income taxes represent a stand-alone provision made based on the combined Carved-Out financial statements.

The amount due to Substantial shareholder (formerly Parent) company represents the allocations from the Substantial shareholder (formerly Parent) for revenue and expenses.

Revenue was included based on specific identification as they relate to customers and revenue type of selling mobile airtime, PayTV vouchers, game credits and other form of e-vouchers. The carved-out combined financial statements focus exclusively on the Company’s financial performance as an independent entity with Carved-Out Operations from MobilityOne Sdn. Bhd., showcasing its active operations.

Cost of sales comprise costs of purchase of mobile airtime, game credits, PayTV vouchers, other form of e-vouchers and other costs incurred in bringing the Carve-Out operations inventory ready for sale. Administrative expenses consist primarily of distribution cost, salaries and staff related cost, technology-related fees, including software subscription and license fees, travelling and utilities expenses. Other operating expenses consist of depreciation and amortization of fixed assets used for IT equipment, software and administration purpose, such as office building and office equipment. Expenses were allocated based on an applicable percentage of revenue. Management has considered the basis on which the expenses have been allocated to be a reasonable reflection of the utilization of services provided to or the benefits received by the Carved-Out Operations during the periods presented.

The Carved-Out Operations incurred a net loss of RM4,078,478, equivalent to USD892,446 (2023: a net loss of RM1,440,022, equivalent to USD315,794 ) during the year ended December 31, 2024 after corporate allocations from the Substantial shareholder (formerly Parent). As of that date, the Carve-Out Operations’ current liabilities exceeded its current assets by RM2,041,754, equivalent to USD455,749 (2023: RM1,994,703, equivalent to USD434,577), and it had a cumulative net investment of RM2,041,754, equivalent to USD455,749 (2023: RM1,994,703, equivalent to USD434,577), indicating the existence of material uncertainty which may cast significant doubt about the Carved-Out Operations’ ability to continue as a going concern and therefore it may be unable to realise its assets and discharge its liabilities in the normal course of business. Notwithstanding these conditions, the combined financial statements have been prepared on a going concern basis as the Parent company has undertaken to provide financial support to the Carved-Out Operations to enable it to meet its obligation as and when they fall due.

These combined financial statements are presented in Ringgit Malaysia (“RM). All financial information is presented in RM and has been rounded to the nearest RM except when otherwise stated.

The preparation of the combined financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future.

The key assumption concerning the future and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next reporting period are set out below:

Inventories are measured at the lower of cost and net realisable value. The Company estimates the net realizable value of inventories based on an assessment of expected sales prices. Demand levels and pricing competition could change from time to time. If such factors result in an adverse effect on the Company’s products, the Company might be required to reduce the value of its inventories. Details of inventories are disclosed in Note 4 to these combined financial statements.

Judgement is involved in determining the provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. The combined financial statements recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. As at December 31, 2024, the Carved-out Operations has no tax payable (2023: Nil).

The Carved-Out Operations applies the significant accounting policies set out below, consistently throughout all periods presented in the combined financial statements unless otherwise stated.

Financial assets are recognised in the statement of financial position when, and only when, the Carved-Out Operations becomes a party to the contractual provisions of the financial instrument.

When financial assets are recognised initially, they are measured at fair value, plus, in the case of financial assets not at FVTPL, directly attributable transaction costs. The Carved-Out Operations determine the classification of its financial assets at initial recognition, and the categories include trade and other receivables, and cash and bank balances.

The Carved-Out Operations measure financial assets at amortised cost if both of the following conditions are met:

Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.

Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace concerned. All regular way purchases and sales of financial assets are recognised or derecognised on the trade date i.e., the date that the Carved-Out Operations commit to purchase or sell the asset.

A financial asset is derecognised where the contractual right to receive cash flows from the asset has expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received for financial instrument is recognised in profit or loss.

Financial liabilities are recognised when, and only when, the Carved-Out Operations become a party to the contractual provisions of the financial instruments. All financial liabilities are recognised initially at fair value plus, in the case of financial liabilities not at fair value through profit or loss, directly attributable transaction costs.

After initial recognition, financial liabilities that are not carried at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the liabilities are derecognised, and through the amortisation process.

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in profit or loss.

Financial assets and financial liabilities are offset and the net amount is reported in the statements of financial position if, and only if, there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously.

The Cumulative Net Investment balance in the combined balance sheets represents the cumulative’s historical net investment in the Carved-Out Operations. For purposes of these combined financial statements, investing requirements have been summarized as “Cumulative Net Investment” and represents equity as no cash settlement is required.

The preparation of the combined financial statements in accordance with International Financial Reporting Standard requires management to make estimates and assumptions that affect the amounts reported in the combined financial statements and accompanying notes.

Cost of finished goods is determined on first-in-first-out basis. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.

The Carved-out Operations recognize an allowance for expected credit losses (“ECL”) for all debt instruments not held at FVTPL. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Carved-out Operations expect to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (“a 12-month ECL”). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (“a lifetime ECL”).

Cash and cash equivalents comprise cash in hand which are subject to an insignificant risk of changes in value. For the purpose of the statement of cash flows, cash and cash equivalents are presented net of bank overdrafts and pledged deposits, if any.

The Carved-Out Operations is selling electronic vouchers (mobile airtime, PayTV vouchers, gaming credits and other e-Vouchers) to end users via channel partners such as retailers, corporate partners and banks. The revenue revolves around the sale of electronic vouchers, including mobile airtime, PayTV vouchers, gaming credits, and various e-Vouchers. These vouchers are sourced from mobile operators, pay TV providers, electronic gaming firms, and other service providers. The Company’s revenue recognition approach entails recognizing the revenue from these electronic voucher sales on a gross basis. This approach is grounded in the Company’s role as the principal in these transactions, where it bears the responsibility of fulfilling the promise to deliver the specified goods. Key determinants in this recognition process include the Company’s control over the goods, the ability to direct the use for the customer’s benefit, the Company’s primary obligation, subject to inventory risk, and the Company’s latitude in setting prices. Revenue is recognized at the moment when control over the specified goods is transferred to the customer, typically coinciding with their ability to utilize the vouchers. Cost of sales mainly consists of the purchases of the e-Vouchers which is directly attributable to the sales of eVouchers. No refund or return policy is provided to the customer.

The Revenue from OneShop wholesale of retail products are recognized in revenue upon transfer of control of the merchandise to the customer (retail shops) and the related merchandise carrying value in inventory is recognized in cost of sales. Under contracts for sale of retail products, the customer has the right to return defect products for refund. The Company uses the most likely amount method to estimate the variable consideration arising from rights of return. As at the reporting date, management assesses that the right of return is unlikely to be exercised by the customers and thus no corresponding adjustments for right of return is recognized in the financial statements.

Tax expense in profit or loss comprises current and deferred tax. Current tax and deferred tax are recognised in profit or loss except to the extent that it relates to a business combination or items recognised directly in equity or other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted by the end of the reporting period, and any adjustment to tax payable in respect of previous years.

A Provision is recognised when there is a present legal or constructive obligation as a result of a past event, when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and the amount of the obligation can be estimated reliably.

This represent unsecured, non-interest bearing advances and is repayable on demand.

Malaysian income tax is calculated at the statutory tax rate of 24% (2023: 24%) of the estimated assessable profit for the financial period. Taxation for other jurisdiction is calculated at the rates prevailing in the respective jurisdictions.

A reconciliation of income tax expense applicable to profit before tax at the statutory income tax rate to income tax expense at the effective income tax rate of the Carved-Out Operations is as follows:

Historically, the Carved-Out Operations have been managed and operated in the normal course of business by various Substantial shareholder (formerly Parent) entities. Accordingly, certain costs have been allocated to the Carved-Out Operations and are reflected as expenses in the combined statements of profit and loss and comprehensive income. Management considers the allocation methodologies used to be reasonable, such that the allocations appropriately reflect the various Substantial shareholder (formerly Parent) entities’ historical expenses attributable to the Carved-Out Operations for purposes of the Combined financial statements. However, the expenses reflected in the Combined financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented if the Carved-Out Operations had historically operated as a stand-alone independent entity. It is not practicable to estimate actual costs that would have been incurred had the Carved-Out Operations been a standalone company during the periods presented. In addition, the expenses reflected in the Combined financial statements may not be indicative of expenses that the Carved-Out Operations will incur in the future.

Cost of sales comprise costs of purchase of mobile airtime, game credits, PayTV vouchers, other form of e-vouchers and other costs incurred in bringing the Carve-Out operations inventory ready for sale. Cost of sales of RM409,657,469, equivalent to USD89,644,523 and RM442,181,299, equivalent to USD96,969,583 for December 31, 2024 and 2023, respectively, were allocated mainly based on revenue.

The Substantial shareholder (formerly Parent) provides sales support, marketing, shared assets, finance, and other corporate and administrative services to the Carved-Out Operations. Costs for the year ended December 31, 2024 and 2023 of RM23,832,319, equivalent to USD5,214,949 and RM23,615,083, equivalent to USD5,178,746, respectively, related to these services. These expenses have been allocated to the Carved-Out Operations and are included in administrative expenses, other operating expenses and financing cost in the Combined statements of profit and loss and comprehensive income, where direct assignment of costs incurred by the Substantial shareholder (formerly Parent) was not possible or practical. These costs were allocated using related drivers associated with the nature of the business, such as gross revenue. As a result, the allocations of these costs will fluctuate based on changes in these drivers. Other cost allocation metrics, such as headcount and square footage, were not deemed appropriate given the Carved-Out Operations reliance on facilities and personnel that are shared with the Substantial shareholder (formerly Parent).

Administrative expenses consist primarily of distribution cost, salaries and staff related cost, technology-related fees, including software subscription and license fees, travelling and utilities expenses.

Other operating expenses consist of depreciation and amortization of fixed assets used for IT equipment, software and administration purpose, such as office building and office equipment.

The Company’s Treasury function is maintained by the Substantial shareholder (formerly Parent). Accordingly, no cash, cash equivalents, or marketable securities have been attributed to the Combined financial statements, except for certain cash accounts. Certain cash accounts are retained by the Carved-Out Operations because they were legally held by the Carved-Out Operations. The Substantial shareholder (formerly Parent) utilizes a centralized approach to cash management and the financing of its operations. Under this centralized cash management approach, the Substantial shareholder (formerly Parent) provides funds to and receives funds from the Carved-Out Operations. Financing costs for the year ended December 31, 2024 and 2023 of RM653,526, equivalent to USD143,004 and RM441,271, equivalent to USD96,770, respectively were allocated to the Carved-Out Operations related to these services based on gross revenues.

Cash transfers from/ (to) the Substantial shareholder (formerly Parent) related to cash management by the Substantial shareholder (formerly Parent) were RM46,299, equivalent to USD10,335 and RM425,297, equivalent to USD92,657 for the year ended December 31, 2024 and 2023, respectively. Net contributions from the Substantial shareholder (formerly Parent) are included within Cumulative Net Investment.

Amounts due to Substantial Shareholder (formerly due to Parent) as of December 31, 2024 and December 31, 2023 was RM2,040,869, equivalent to USD455,551 and RM1,994,570, equivalent to USD434,547, respectively.

Financial assets and financial liabilities are measured on an ongoing basis either at fair value or at amortised cost. The principal accounting policies in Note 3 describe how the classes of financial instruments are measured, and how income and expense, including fair value gains and losses, are recognised.

The following table analyses the financial assets and liabilities in the statement of financial position by the class of financial instruments to which they are assigned, and therefore by the measurement basis:

The Carved-Out Operations follow the Substantial shareholder’s (formerly Parent’s) financial risk management policy is to ensure that adequate financial resources are available for the development of the Carved-out Operations whilst managing its financial risks, including credit risk, liquidity risk, foreign currency risk and interest risk. The Substantial shareholder (formerly Parent) operates within clearly defined guidelines that are approved by the Board and the Substantial shareholder’s (formerly Parent’s) policy is not to engage in speculative transactions.

The following sections provide details regarding the Substantial shareholder’s (formerly Parent’s) exposure to the abovementioned financial risks and the objective, policies and processes for the management of these risks.

Financial assets that are primarily exposed to credit risks are receivables, inter-company balances and cash and bank balances.

Credit risk is the risk of a financial loss to the Carved-Out Operations if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Carved-Out Operations’ exposure to credit risk arises principally from the inability of its customers to make payments when due.

The carrying amounts of the financial assets recorded on the statement of financial position at the end of the reporting period represent the Carved-Out Operations’s maximum exposure to credit risk.

Liquidity risk refers to the risk that the Carved-Out Operations will encounter difficulty in meeting its financial obligations as they fall due. The Carved-Out Operations’ exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities.

The Carved-Out Operations’ funding requirements and liquidity risk are managed with the objective of meeting business obligations on a timely basis. The Company finances its liquidity through internally generated cash flows and minimises liquidity risk by keeping committed credit lines available.

The Carved-Out Operations’ financial liabilities at the end of the reporting period are either mature within a year or are repayable on demand.

The Carved-Out Operations does not have foreign currency denominated financial assets and financial liabilities at the end of reporting period.

As the Carved-Out Operations has no significant interest-bearing financial assets and liabilities, the Carved-Out Operations’ income and operating cash flows are substantially independent of changes in market interest rate, and has minimal exposure to interest risk at end of the financial period.

The carrying amounts of short-term payables and cash and cash equivalents approximate their fair value due to the relatively short-term nature of these financial instruments and insignificant impact of discounting.

It was not practicable to estimate the fair value of investment in unquoted equity due to the lack of comparable quoted prices in an active market and the fair value cannot be reliably measured.

The fair value of an asset to be transferred between levels is determined as of the date of the event or change in circumstances that caused the transfer. There were no transfers between levels during current and previous financial period.

Level I fair value is derived from quoted prices (unadjusted) m active markets for identical assets or liabilities.

Level 2 fair value is estimated using inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 fair values for the financial assets and liabilities are estimated using unobservable inputs.

Effective October 19, 2022, the company, MobilityOne Sdn Bhd (“M1SB”) and Super Apps Holdings Sdn.Bhd. (“SAHSB”) entered into a joint venture agreement. The agreement is pursuant to a share sale agreement on October 19, 2022, where M1SB agreed to sell 60 of its existing 100 ordinary shares at RM1 each in the Company (“Sale Shares”).

The Disposal was initially subject to the completion of a merger exercise between Technology & Telecommunication Acquisition Corporation (“TETE”) and Super Apps (“Merger Exercise”).

Subsequently, on 29 February 2024, M1SB entered into a Supplemental Agreement with SAHSB to amend that the Disposal is no longer conditional on the Merger Exercise completing. In this regard, the Disposal had been completed up upon entry of the Supplemental Agreement. If the Merger Exercise does not complete, M1SB is entitled to purchase back its former 60% interest in the Company from SAHSB for a nominal consideration of RM1.00.

Accordingly, and irrespective of the completion of the Proposed Disposal, it remains the case that subject to the completion of the Merger Exercise SAHSB shall pay M1SB the following consideration:

The receipt of the consideration outlined above in relation to the Proposed Disposal and the Proposed Joint Venture continues to be conditional on the completion of the Merger Exercise. As a result, there can be no guarantee that M1SB will receive the consideration in respect of the Proposed Disposal and/or the Proposed Joint Venture.

All other terms and conditions in relation to the Proposed Disposal and the Proposed Joint Venture, remain unchanged.

The combined financial statements of the Carved-Out Operations for the year ended December 31, 2024 were authorised for issue in accordance with a resolution of the Board of Directors on August 5, 2025.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

TETE Technologies Inc.
Consolidated Statements of Changes in Shareholder’s Deficit (Unaudited)
For the six months ended May 31, 2025 and 2024

The accompanying notes are an integral part of these unaudited consolidated financial statements.

TETE Technologies Inc. (the “Company”) is a Cayman Island exempted company formed by Technology & Telecommunication Acquisition Corporation (the “Parent” or “TETE”) on June 16, 2023 (inception). TETE International Inc., a Cayman Island exempted company, is a wholly owned subsidiary of the Company and has been consolidated for purposes of these financial statements. The Company has adopted a fiscal year-end of November 30. The Company has the authority to issue 50,000 ordinary shares with a par value of $1.00 per share. The Company, and its subsidiary, were formed to be the surviving company in connection with a contemplated business combination between the Parent and a target company. The Company has no principal operations or revenue producing activities.

The Company was formed by the Parent. The Parent has until February 20, 2026 to complete its initial business combination. If the Parent is unable to complete the initial business combination by February 20, 2026, the Parent must cease all operations and dissolve and liquidate.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. If the Parent is unable to raise additional funds to alleviate liquidity needs as well as complete a business combination by close of February 20, 2026, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

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 election to opt out is irrevocable. The Company 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, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’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.

The Company computes basic loss per share (“EPS”) by dividing net loss by the weighted average number of ordinary shares outstanding for the reporting period. Diluted earnings per share is calculated by dividing net loss by the weighted average number of ordinary share equivalents outstanding. During the periods when they are anti-dilutive, ordinary share equivalents, if any, are not considered in the computation. As of May 31, 2025 and November 30, 2024, there were no anti-dilutive ordinary shares or ordinary share equivalents outstanding.

● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement .

Since inception, the Parent has advanced the company a total of $54,724 to cover formation and operating costs. These amounts are interest free and due on demand, the balance as of May 31, 2025 and November 30, 2024 was $54,724 and $30,516 respectively .

On October 19, 2022, TETE entered into the Merger Agreement 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 between 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.

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.

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. Stock certificates evidencing the Merger Consideration shall bear restrictive legends as required by any securities laws at the time of the Business Combination.

In preparing the accompanying financial statements, the Company considered disclosures of events occurring after May 31, 2025, until the issuance of the financial statements. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 2, 2023, is entered into by and among (i) Technology & Telecommunication Acquisition Corporation, a Cayman Islands exempted company (“Parent”), (ii) TETE TECHNOLOGIES INC, a Cayman Islands exempted company (“Purchaser”), TETE INTERNATIONAL INC, a Cayman Islands exempted company and wholly owned subsidiary of Purchaser (“Merger Sub”), (iii) Bradbury Capital Holdings Inc., a Cayman Islands exempted company (“Holdings”), (iv) Super Apps Holdings Sdn. Bhd., a Malaysian private limited company and wholly owned subsidiary of Holdings (the “Company”), (v) Technology & Telecommunication LLC, in the capacity as the representative from and after the Effective Time (as defined below) for the shareholders of Parent (other than the shareholders of the Company as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Parent Representative”), and (vi) Loo See Yuen, in the capacity as the representative from and after the date hereof for the shareholders of the Company as of immediately prior to the Effective Time in accordance with the terms and conditions of this Agreement (the “Seller Representative”). Parent, Purchaser, Merger Sub, Holdings, the Company, Parent Representative, and the Seller Representative are sometimes referred to herein as a “Party” or collectively as the “Parties”. Certain terms used in this Agreement are used as defined in Section 13.13.

WHEREAS, Parent is a blank check company formed for the sole purpose of entering into a share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities;

WHEREAS, Purchaser is a wholly owned subsidiary of Parent and was formed for the sole purpose of the merger of Parent with and into Purchaser (the “Reincorporation Merger”), in which Purchaser will be the surviving entity, in accordance with this Agreement and the Cayman Companies Act;

WHEREAS, promptly after the Reincorporation Merger, the Parties hereto intend to effect a merger of Merger Sub with and into Holdings (the “Merger”) in accordance with this Agreement and the Cayman Companies Act;

WHEREAS, for U.S. federal income tax purposes, the parties intend, and the Company acknowledges, that the Reincorporation Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder, and the Boards of Directors of Parent and Purchaser have approved this Agreement and intend that it constitute a “plan of reorganization” within the meaning of Treasury Regulation Sections 1.368-2(g) and 1.368-3;

WHEREAS, upon consummation of the Merger, Merger Sub will cease to exist, Holdings will become a wholly owned subsidiary of Reincorporation Merger Surviving Corporation and the outstanding one hundred (100) ordinary shares of Holdings (the “Holdings Ordinary Shares”) will be converted into the right to receive the consideration described in this Agreement;

WHEREAS, on October 19, 2022, the Company and Mobility One Sdn. Bhd., a Malaysian private limited company (“Mobility One”) which beneficially owns 100% of the outstanding ordinary shares of OneShop Retail Sdn. Bhd., a Malaysian private limited company (“OneShop Retail”), entered into a Share Sale Agreement pursuant to which the Company agreed to purchase 60% of Mobility One’s ownership interest in OneShop Retail in a transaction which shall close (the “OneShop Retail Closing”) at least one day prior to the Effective Time;

WHEREAS, in connection with the OneShop Retail Closing, the Company and Mobility One entered into a Joint Venture Agreement and Shareholders Agreement, dated October 19, 2022 (the “Mobility One Shareholders Agreement”), which governs the relationship between the Company and Mobility One as shareholders of OneShop Retail, including with respect to the composition of the board of directors of OneShop Retail;

WHEREAS, the Company 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 Berhad (“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;

WHEREAS, the Board of Directors of Holdings has determined that this Agreement, the Merger and the Transactions are fair and advisable to, and in the best interests of Holdings and the Holdings Shareholders;

WHEREAS, the Board of Directors of Holdings has approved the Merger and adopted this Agreement and has determined to recommend that the Holdings Shareholders adopt, authorize and approve this Agreement, the Merger and the Transactions;

WHEREAS, the Board of Directors of Parent has determined that this Agreement, the Reincorporation Merger, the Merger and the Transactions are fair and advisable to, and in the best interests of Parent and its shareholders;

WHEREAS, the Board of Directors of Parent has approved the Merger and adopted this Agreement as the sole shareholder of Purchaser and Merger Sub and has determined to recommend that the shareholders of Parent adopt, authorize and approve this Agreement, the Reincorporation Merger, the Merger and the Transactions;

WHEREAS, in conjunction with, inter alia, obtaining approval from the shareholders of Parent for the Merger and the Transactions, Parent shall provide an opportunity to its Parent Public Shareholders who purchased Parent Units in the IPO to have their shares redeemed for the consideration, on the terms and subject to the conditions and limitations, set forth in the Prospectus and the Amended and Restated Memorandum and Articles of Association of Parent;

WHEREAS, contemporaneously with the execution and delivery of this Agreement, in connection with the Transactions, Parent and the Company’s directors and executive officers have amended the Company Shareholder support agreement, dated as of October 18, 2022, substantially in the form attached hereto as Exhibit A, providing that, among other things, such persons will vote their Holdings Ordinary Shares in favor of this Agreement, the Merger and the other Transactions; and

WHEREAS, contemporaneously with the execution and delivery of this Agreement, in connection with the Transactions, the Company and certain shareholders of Parent (including Technology & Telecommunication LLC (the “Sponsor”) and the other Insiders) have amended the Parent Shareholder support agreement, dated as of October 18, 2022 (the “Parent Shareholder Support Agreement”), substantially in the form attached hereto as Exhibit B, providing that, among other things, Parent Shareholders party to Parent Shareholder Support Agreement will vote their Parent Ordinary Shares in favor of this Agreement, the Reincorporation Merger, the Merger and the other Transactions.

NOW, THEREFORE, in consideration of the premises, covenants, agreements, representations and warranties set forth herein, and for other good and valuable consideration, the Parties to this Agreement, intending to be legally bound, agree as follows:

1.1 Reincorporation Merger. At the Reincorporation Merger Effective Time, and subject to and upon the terms and conditions of this Agreement, and in accordance with the applicable provisions of the Cayman Companies Act, Parent shall be merged with and into Purchaser, the separate corporate existence of Parent shall cease and Purchaser shall continue as the surviving company. Purchaser as the surviving company after the Reincorporation Merger is hereinafter sometimes referred to as the “Reincorporation Merger Surviving Corporation”.

1.2 Reincorporation Merger Effective Time. On a date no later than three (3) Business Days after the satisfaction or waiver of all the conditions set forth in ARTICLE X that are required to be satisfied prior to the Closing Date, the Parties hereto shall cause the Reincorporation Merger to be consummated by filing the plan of merger (and any other documents required by the Cayman Companies Act) (collectively, the “CRPM”) with the Registrar of Companies of the Cayman Islands (the “Cayman Registrar”), in accordance with the relevant provisions of the Cayman Companies Act. The effective time of Reincorporation Merger shall be the date that the plan of merger is registered by the Cayman Registrar, or such later time as specified in or in accordance with the CRPM being the “Reincorporation Merger Effective Time.”

1.3 Effect of Reincorporation Merger. At the Reincorporation Merger Effective Time, the effect of Reincorporation Merger shall be as provided in this Agreement, the CRPM and the applicable provisions of the Cayman Companies Act. At the Reincorporation Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Parent and Purchaser prior to the Reincorporation Merger Effective Time shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Reincorporation Merger Surviving Corporation, which shall include the assumption by the Reincorporation Merger Surviving Corporation of any and all agreements, covenants, duties and obligations of Parent set forth in this Agreement or any other outstanding agreement to which Parent is a party to be performed after the Closing, and all securities of the Reincorporation Merger Surviving Corporation issued and outstanding as a result of the conversion under Section 1.6 hereof shall be listed on Nasdaq (on which the Parent Ordinary Shares were trading prior to Reincorporation Merger).

1.4 Charter Documents. Immediately prior to the Reincorporation Merger Effective Time, the memorandum and articles of association of Purchaser shall be amended and restated so that they read in their entirety as set forth in Exhibit G annexed hereto, and as so amended and restated, shall become the memorandum and articles of association of the Reincorporation Merger Surviving Corporation. The new name of the Reincorporation Merger Surviving Corporation will be “Bradbury Capital Inc.” or such other name as provided by Purchaser and stated in the CRPM.

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)

	Assuming Minimum Redemption					Assuming Mid-point Redemption					Assuming Maximum Redemption
	Shares		%			Shares		%			Shares		%
Shares issued to Holdings shareholders		23,500,000		85.3	%		23,500,000		85.3	%		23,500,000		85.4	%
TETE Sponsor⁽¹⁾		2,959,548		10.7	%		2,959,548		10.7	%		2,959,548		10.7	%
TETE public shareholders⁽²⁾		458,873		1.7	%		453,413		1.6	%		447,952		1.6	%
Shares issuable under PIPE Investment⁽³⁾		625,000		2.3	%		625,000		2.3	%		625,000		2.3	%
Shares outstanding		27,543,121		100.0	%		27,537,961		100.0	%		27,532,500		100.0	%

	Assuming Minimum Redemption					Assuming Mid-point Redemption					Assuming Maximum Redemption
	Shares		%			Shares		%			Shares		%
Shares issued to Holdings shareholders		23,500,000		57.6	%		23,500,000		57.6	%		23,500,000		57.6	%
TETE Sponsor⁽¹⁾		4,297,148		10.5	%		4,297,148		10.5	%		4,297,148		10.5	%
TETE public shareholders⁽²⁾		11,958,873		29.3	%		11,953,413		29.3	%		11,947,952		29.3	%
Shares issuable under PIPE Investment		625,000		1.5	%		625,000		1.5	%		625,000		1.5	%
Shares issuable to MobilityOne⁽³⁾		440,000		1.1	%		440,000		1.1	%		440,000		1.1	%
Shares outstanding		40,821,021		100.0	%		40,815,561		100.0	%		40,810,100		100.0	%

	PAGE
HOW TO OBTAIN ADDITIONAL INFORMATION	V
TRADEMARKS	vI
MARKET AND INDUSTRY DATA	ViI
FREQUENTLY USED TERMS	VIII
NOTICE OF EXTRAORDINARY GENERAL MEETING OF TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION SHAREHOLDERS	x
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR TETE SHAREHOLDERS	1
DELIVERY OF DOCUMENTS TO TETE SHAREHOLDERS	14
SUMMARY OF THE proxy statement/prospectus	15
TRADING MARKET AND DIVIDENDS	38
RISK FACTORS	39
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	77
EXTRAORDINARY GENERAL MEETING OF TETE SHAREHOLDERS	78
PROPOSAL No.1 – THE REINCORPORATION MERGER PROPOSAL	89
Proposal No. 2 – THE BUSINESS COMBINATION PROPOSAL	90
PROPOSAL NO. 3 – THE CHARTER AMENDMENT PROPOSALS	122
PROPOSAL NO. 4 – THE M&A PROPOSAL	124
PROPOSAL NO. 5 – THE NASDAQ PROPOSAL	124
PROPOSAL NO. 6 – THE INCENTIVE PLAN PROPOSAL	126
PROPOSAL NO. 7 – THE DIRECTOR ELECTION PROPOSAL	131
PROPOSAL NO. 8 – THE ADJOURNMENT PROPOSAL	132
U.S. FEDERAL INCOME TAX AND CAYMAN ISLANDS TAX CONSIDERATIONS	133
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS	140
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	146
INFORMATION ABOUT SUPER APPS	151
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SUPER APPS	168
MANAGEMENT’s DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF TETE	179

INFORMATION ABOUT TETE	181
TETE’S DIRECTORS AND EXECUTIVE OFFICERS	184
DIRECTORS AND EXECUTIVE OFFICERS OF SUPER APPS	190
DIRECTORS AND EXECUTIVE OFFICERS OF THE PUBCO AFTER THE BUSINESS COMBINATION	191
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT PRIOR TO THE BUSINESS COMBINATION	196
SECURITY OWNERSHIP OF PUBCO AFTER THE BUSINESS COMBINATION	197
CERTAIN TRANSACTIONS AND RELATED PARTY TRANSACTIONS	198
DESCRIPTION OF PUBCO’S SECURITIES	200
COMPARISON OF SHAREHOLDERS’ RIGHTS	205
SHARES ELIGIBLE FOR FUTURE SALE	206
EXPERTS	207
SHAREHOLDER PROPOSALS AND OTHER MATTERS	208
ENFORCEABILITY OF CIVIL LIABILITY	208
DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS	208
WHERE YOU CAN FIND ADDITIONAL INFORMATION	208
LEGAL MATTERS	208
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

	●	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, 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 approve by Ordinary Resolution of the appointment of Loo See Yuen, Chow Wing Loke, Alan Fung, Virginia Jaqveline Chan, and Soon Chong Seng to serve on PubCo’s board of directors effective as of the closing of the Business Combination in accordance with the Merger Agreement, which we refer to as the “Director Election Proposal” or “Proposal No. 7.”

	●	our registration statement/proxy statement filed for our business combination transaction would disclose the possibility that our sponsor, directors, executive officers, advisors or any of their affiliates may purchase shares or warrants from public shareholders outside the redemption process, along with the purpose of such purchases;

	●	if our Sponsor, directors, executive officers, advisors or any of their affiliates were to purchase shares or warrants from public shareholders, they would do so at a price no higher than the price offered through our redemption process;

	●	Any of our securities purchased by our Sponsor, directors, executive officers, advisors or any of their affiliates would not be voted in favor of approving the business combination transaction;

	●	our Sponsor, directors, executive officers, advisors or any of their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and

	●	we would disclose in a Current Report on Form 8-K, before our security holder meeting to approve the business combination transaction, the following material items:

	●	the amount of our securities purchased outside of the redemption offer by our Sponsor, directors, executive officers, advisors or any of their affiliates, along with the purchase price;

	●	the purpose of the purchases by our Sponsor, directors, executive officers, advisors or any of their affiliates;

	●	the impact, if any, of the purchases by our Sponsor, directors, executive officers, advisors or any of their affiliates on the likelihood that the business combination transaction will be approved;

	●	the identities of our security holders who sold to our Sponsor, directors, executive officers, advisors or any of their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our Sponsor, directors, executive officers, advisors or any of their affiliates; and

	●	the number of our securities for which we have received redemption requests pursuant to our redemption offer.

(1)	Includes 532,500 shares underlying the Private Placement Warrants, 563,546 shares assuming conversion of all Extension Loan into 281,773 units, with each unit consisting of one share and one warrant to purchase one share, and 241,796 shares assuming conversion of all Working Capital Loan into 120,898 units, with each unit consisting of one share and one warrant to purchase one share but excludes the 150,000 shares to be forfeited by the Sponsor at the Closing according to the Non-Redemption Agreement dated January 19, 2025 and the 297,952 shares to be forfeited by the Sponsor at the Closing according to the Non-Redemption Agreement dated April 14, 2025.
(2)	Includes 11,500,000 shares underlying the Public Warrants and the 150,000 shares to be forfeited by the Sponsor at the Closing according to the Non-Redemption Agreement dated January 19, 2025 and the 297,952 shares to be forfeited by the Sponsor at the Closing according to the Non-Redemption Agreement dated April 14, 2025.
(3)	Assumes 440,000 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.


Tek Che Ng
Chief Executive Officer
Technology & Telecommunication Acquisition Corporation

[●], 2025

	●	“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;

	●	“Ordinary Shares” means the Class A ordinary shares;

	●	“OneShop Retail” means OneShop Retail Sdn Bhd a Malaysian private limited company

	●	“Original Projections” means the financial projections prepared by the management of Super Apps that were delivered to Super Apps in July 2022 in connection with the Business Combination;

	●	“PIPE Investment” are to the proposed private investment in public equity that TETE is undertaking with respect to TETE Ordinary Shares in connection with the Business Combination, pursuant to which PIPE Investors have committed to purchase 625,000 TETE Ordinary Shares, for a purchase price of approximately $5.0 million, or $8.00 per TETE Ordinary Share, and have indicated an interest, but are not obligated, to purchase PIPE Shares in an aggregate amount of $16.0 million in connection with the Business Combination at $8.00 per TETE Ordinary Share, which is $2.00 less than the $10.00 per share that was paid TETE public shareholders in the IPO. The securities that will be issued to the PIPE Investors will have the same terms as the securities that will be held by public shareholders;

	●	“PIPE Investors” are to Bradbury Private Equity Fund E, a fund managed by Bradbury Asset Management (Hong Kong) Limited, which is part of the Bradbury Group, and/or its affiliates. Loo See Yuen, the CEO of Bradbury Capital Holdings Inc., is the founder, chairman and Group CEO of Bradbury Group and is a director of Bradbury Private Equity Fund E;

	●	“PIPE Shares” are to the TETE Ordinary Shares that are issued in the PIPE Investment;

	●	“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 Original Projections and the Updated Projections, collectively;

	●	“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;

	●	“Updated Projections” means the revised financial projections prepared by the management of Super Apps in connection with the Business Combination in September 2025;

	●	“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.


Tek Che Ng
Chief Executive Officer of
Technology & Telecommunication Acquisition Corporation

[●], 2025

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.

	The fairness opinion is based on the information that was available to Baker Tilly Malaysia as of January 3, 2023, including projections for financial periods that have now passed, and the opinion does not take into account changes in circumstances or information after the date of the opinion. In September 2025, Super Apps elected not to obtain an updated opinion regarding the fairness, from a financial point of view, to TETE of the Merger Consideration to be paid by TETE in connection with the Business Combination. TETE believes that the valuation of Super Apps as disclosed in the Baker Tilly Malaysia opinion has not significantly changed and that the valuation of Super Apps can continue to be relied upon for the reasons described in the section entitled “Background of the Business Combination.” See “Risk Factors – Risks Relation to the Business Combination – We are not required to obtain a fairness opinion, or to update an outdated fairness opinion, unless our board is unable to independently determine the fair market value of a target business or businesses. Consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view.”

	Assuming Minimum Redemptions⁽¹⁾			Assuming Mid-point Redemptions⁽¹⁾			Assuming Maximum Redemptions⁽¹⁾
Underwriting fee	$	4,025		$	4,025		$	4,025
Underwriting fee as a percentage of the Trust Account⁽²⁾		55.4	%		110.9	%		N/A	%
Underwriting fee per public share⁽²⁾	$	7.05		$	14.10		$	N/A

	(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 $7,259 thousand as of May 31, 2025.

	●	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.

	●	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 (the “OneShop Retail Closing”), dated October 19, 2022, by and between Super Apps and MobilityOne, which is attached hereto as Exhibit 10.11. This condition was satisfied on February 29, 2024, when the parties completed the acquisition of the 60% equity interest in OneShop Retail prior to the consummation of the Business Combination in accordance with the terms of the Supplemental Agreement, which is attached hereto as Exhibit 10.24.

	●	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.

	●	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.

	●	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.

	●	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.

	●	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.

	●	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.

	●	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;

	●	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.

	●	recruiting and retaining talented and capable management and employees in various countries;

	●	challenges caused by distance, language and cultural differences;

	●	contracting with content providers for games and other digital content that appeal to the tastes and preferences of users in international markets;

	●	competition from local competitors with significant market share in those markets and with a better understanding of consumer preferences;

	●	protecting and enforcing our intellectual property rights;

	●	negotiating agreements that are sufficiently economically beneficial to us and protective of our rights;

	●	the inability to extend proprietary rights in our brand, content or technology into new jurisdictions;

	●	implementing our payment methods for virtual and other goods in a manner that complies with local laws and practices and protects us from fraud;

	●	complying with applicable foreign laws and regulations, including privacy laws, consumer protection laws, anti-money laundering laws, and laws and regulations relating to content, currencies and payment systems;

	●	currency exchange rate fluctuations;

	●	protectionist laws and business practices that favor local businesses in some countries;

	●	foreign tax consequences;

	●	foreign exchange controls or tax restrictions that might restrict or prevent us from repatriating income earned in foreign countries;

	●	political, economic and social instability; and

	●	higher costs associated with doing business internationally.

	●	a limited availability of market quotations for its securities;
	●	reduced liquidity for its securities;
	●	a limited amount of news and analyst coverage;
	●	a decreased ability to issue additional securities or obtain additional financing in the future; and
	●	being subject to regulation in each state in which TETE offers its securities.

	●	TETE does not achieve the perceived benefits of the acquisition as rapidly as, or to the extent anticipated by, financial or industry analysts; or

	●	The effect of the Business Combination on the financial statements is not consistent with the expectations of financial or industry analysts.

(1)	Includes 532,500 shares underlying the Private Placement Warrants, 563,546 shares assuming conversion of all Extension Loan into 281,773 units, with each unit consisting of one share and one warrant to purchase one share, and 241,796 shares assuming conversion of all Working Capital Loan into 120,898 units, with each unit consisting of one share and one warrant to purchase one share but excludes the 150,000 shares to be forfeited by the Sponsor at the Closing according to the Non-Redemption Agreement dated January 19, 2025 and the 297,952 shares to be forfeited by the Sponsor at the Closing according to the Non-Redemption Agreement dated April 14, 2025.
(2)	Includes 11,500,000 shares underlying the Public Warrants and the 150,000 shares to be forfeited by the Sponsor at the Closing according to the Non-Redemption Agreement dated January 19, 2025 and the 297,952 shares to be forfeited by the Sponsor at the Closing according to the Non-Redemption Agreement dated April 14, 2025.
(3)	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.

	●	a limited availability for market quotations for its securities;

	●	reduced liquidity with respect to our securities;

	●	a determination that its ordinary shares is a “penny stock,” which will require brokers trading in our Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Ordinary Shares;

	●	limited amount of news and analyst coverage; and

	●	a decreased ability to issue additional securities or obtain additional financing in the future.

	●	future operating or financial results;

	●	future payments of dividends and the availability of cash for payment of dividends;

	●	Super Apps’s expectations relating to dividend payments and forecasts of its ability to make such payments;

	●	future acquisitions, business strategy and expected capital spending;

	●	assumptions regarding interest rates and inflation;

	●	PubCo’s financial condition and liquidity, including its ability to obtain additional financing in the future to fund capital expenditures, acquisitions and other general corporate activities;

	●	estimated future capital expenditures needed to preserve TETE’s capital base;

	●	ability of PubCo to effect future acquisitions and to meet target returns; and

	●	other factors discussed in “Risk Factors.”

	●	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 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 and in connection with the PIPE Investment, 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 (the form of which is attached as Annex C) by PubCo. This proposal is called the “Incentive Plan Proposal” or “Proposal No. 6.”

	●	To approve by Ordinary Resolution of the appointment of Loo See Yuen, Chow Wing Loke, Alan Fung, Virginia Jaqveline Chan, and Soon Chong Seng to serve on PubCo’s board of directors effective as of the closing of the Business Combination in accordance with the Merger Agreement, which we refer to as the “Director Election Proposal” or “Proposal No. 7.”

	●	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. 8.”

	●	has determined that each of the Business Combination Proposal and the other Proposals are fair to, and in the best interests of, TETE and its shareholders;

	●	has approved the Business Combination Proposal and the other Proposals; and

	●	recommends that TETE’s shareholders vote “FOR” each of the Reincorporation Merger Proposal, the Business Combination Proposal, the Charter Amendment Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal.