Note
9 - Subsequent Events
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
October 6, 2026, the Business Combination was closed. Pursuant to the Merger Agreement:
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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 was 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. The issued and outstanding shares in Holdings held by the former Holdings shareholders
were cancelled and ceased to exist, in exchange for the issuance of the Closing Payment Shares, 10% of which were issued and held
in escrow with Continental Stock Transfer & Trust (“Escrow Agent”) to satisfy any indemnification obligations incurred
under the Merger Agreement (the “Escrow Shares”). |
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Each
fully paid share in Merger Sub held by PubCo became one fully paid share in the surviving corporation, such that Holdings became
a wholly-owned subsidiary of PubCo. |
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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”)) was automatically cancelled and ceased to exist and,
for each TETE Class A Ordinary Share, PubCo issued 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
ordinary share of PubCo (“PubCo Ordinary Share”); and |
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Each
TETE Warrant issued and outstanding immediately prior to Effective Time of the Reincorporation Merger was automatically assumed by
the PubCo and converted into a PubCo Warrant to purchase one PubCo Ordinary Share (or equivalent portion thereof)on substantially
the same terms and conditions as set forth in the TETE Warrants immediately prior to the Business Combination. |
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The
name of the Combined Company was changed to Bradbury Capital Inc. |
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. The PIPE Investment for the sale of 625,000 shares of Pubco closed immediately prior
to the consummation of the transactions contemplated by the Merger Agreement at a price of $8.00 per share.
As
of October 6, 2026, the redemption payments related to the 1,153 shares had been made upon the consummation of the Business Combination.
As
of October 6, 2026, TETE had paid $1,600,000 in deferred underwriting commissions, with the remaining balance of $2,425,000 outstanding.
As
of October 6, 2026, $4,182,211 of the extension loan and the working capital loan had been settled through the issuance of 418,221 shares
of PubCo. The remaining balance of $255,347 remains outstanding as the working capital loan.
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