TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION Item 1.01. Entry Into a Material Definitive Agreement
On
Consideration
Under the Merger Agreement, TETE has agreed to acquire all of the outstanding
ordinary shares of Super Apps for an aggregate value (the "Merger
Consideration") equal to: (a) One Billion One Hundred Million
Within fifteen (15) days after the end of each of the four consecutive fiscal
quarters following the Closing (each an "
A = 21, 625,000 (B/ C) Where:
A = the Contingent Shares for the relevant
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 the combined
company and its subsidiaries for each applicable
At the Closing, without any further action on the part of TETE, Merger Sub or Super Apps, each ordinary share of Super Apps issued and outstanding immediately prior to the Closing shall be canceled and automatically converted into the right to receive, without interest, a number of shares of TETE equal in value to the quotient of the Merger Consideration divided by the fully diluted capitalization of Super Apps, subject to the earn-out provisions set forth in the Merger Agreement. No certificates or scrip representing fractional shares of TETE's 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.
TETE Post-Closing Board of Directors and Executive Officers
Immediately following the Closing, TETE's board of directors will consist of five directors, two of whom shall be designated by the Sponsor and three of whom shall be designated by Super Apps. At the Closing, all of the executive officers of TETE shall resign and the individuals serving as executive officers of TETE immediately after the Closing will be the same individuals (in the same offices) as those of Super Apps immediately prior to the Closing. At the Closing, TETE, Sponsor and certain shareholders of Super Apps will enter into a voting agreement relating to the Sponsor's right to have two nominees on TETE's post-closing board of directors.
Shareholder Approval
TETE will prepare and file with the
Representations and Warranties
In the Merger Agreement, Super Apps makes 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 of
Super Apps and its subsidiaries 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)
In the Merger Agreement, TETE 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)
Covenants
The Merger Agreement also contains, among other things, covenants providing for:
? Super Apps operating its business in the ordinary course prior to the Closing
and not taking certain specified actions without the prior written consent of
TETE;
? Super Apps providing access to its books and records and providing information
relating to its business to TETE;
? Super Apps delivering the financial statements required by TETE to make
applicable filings with the SEC ;
? TETE maintaining its existing listing on Nasdaq until the Closing and
obtaining approval of the listing of the combined company on Nasdaq and the
continued listing of TETE securities issued in connection with the IPO;
? TETE keeping current, and timely filing, all reports required to be filed or
furnished with the SEC and otherwise comply in all material respects with its
reporting obligations under applicable laws; and
? TETE entering into agreements pursuant to which (i) certain persons shall
commit (each, a "PIPE Investor") to purchase ordinary shares of TETE 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's ordinary 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 ordinary shares in
connection with the Business Combination and to waive their redemption rights
under TETE's amended and restated memorandum and articles of association;
provided that the combination of proceeds under (i) and (ii) shall be equal to
an aggregate of at least five million dollars ($5,000,000 ) held inside or
outside TETE's trust account immediately prior to the consummation of the
Business Combination (the "Transaction Financing").
Conduct Prior to Closing
From the date of the Merger Agreement until the earlier of the Closing or the date of termination of the Merger Agreement, the parties agreed, among other things, to the following:
? The parties will not solicit, initiate, encourage or continue discussions with
any third party with respect to any transaction other than the transactions
contemplated or permitted by the Merger Agreement; and
? TETE, with the assistance of Super Apps, will file and cause to become
effective a proxy statement 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.
Conditions to Closing
General Conditions
Consummation of the transactions contemplated by the Merger Agreement is . . .
Item 7.01 Regulation FD Disclosure
On
The information in this Item 7.01 (including Exhibits 99.1 and 99.2) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act , or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Important Information and Where To Find It
In connection with the proposed Business Combination described herein, TETE
intends to file relevant materials with the
Participants in the Solicitation
TETE and its directors and executive officers may be deemed participants in the
solicitation of proxies from TETE's shareholders with respect to the Business
Combination. A list of the names of those directors and executive officers and a
description of their interests in TETE will be included in the proxy statement
for the proposed Business Combination and be available at www.sec.gov.
Additional information regarding the interests of such participants will be
contained in the proxy statement for the proposed Business Combination when
available. Information about TETE's directors and executive officers and their
ownership of TETE ordinary shares is set forth in TETE's prospectus, dated
Super Apps and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of TETE in connection with the proposed Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination will be included in the proxy statement for the proposed Business Combination.
Forward-Looking Statements
This Current Report on Form 8-K and the documents incorporated by reference
herein (this "Current Report") contain certain "forward-looking statements"
within the meaning of "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements can be identified by
words such as: "target," "believe," "expect," "will," "shall," "may,"
"anticipate," "estimate," "would," "positioned," "future," "forecast," "intend,"
"plan," "project," "outlook" and other similar expressions that predict or
indicate future events or trends or that are not statements of historical
matters. Examples of forward-looking statements include, among others,
statements made in this Current Report regarding the proposed transactions
contemplated by the Merger Agreement, including the benefits of the Merger,
integration plans, expected synergies and revenue opportunities, anticipated
future financial and operating performance and results, including estimates for
growth, the expected management and governance of the combined company, and the
expected timing of the Merger. Forward-looking statements are neither historical
facts nor assurances of future performance. Instead, they are based only on
TETE's and Super Apps's managements' current beliefs, expectations and
assumptions. Because forward-looking statements relate to the future, they are
subject to inherent uncertainties, risks and changes in circumstances that are
difficult to predict and many of which are outside of our control. Actual
results and outcomes may differ materially from those indicated in the
forward-looking statements. Therefore, you should not rely on any of these
forward-looking statements. Important factors that could cause actual results
and outcomes to differ materially from those indicated in the forward-looking
statements include, among others, the following: (1) the occurrence of any
event, change, or other circumstances that could give rise to the termination of
the Merger Agreement; (2) the outcome of any legal proceedings that may be
instituted against TETE and Super Apps following the announcement of the Merger
Agreement and the transactions contemplated therein; (3) the inability to
complete the proposed Business Combination, including (i) due to failure to
obtain approval of the shareholders of TETE and Super Apps, certain regulatory
approvals, or satisfy other conditions to closing in the Merger Agreement, or
(ii) due to failure by Super Apps to consummate the OneRetail share purchase, or
failure to enter into or breach of the Collaboration Agreement or the
shareholder agreement between Super Apps and Mobility One; (4) the occurrence of
any event, change, or other circumstance that could give rise to the termination
of the Merger Agreement or could otherwise cause the transaction to fail to
close; (5) the failure to meet the minimum cash requirements of the Merger
Agreement due to TETE shareholder redemptions and the failure to consummate the
Transaction Financing; (6) the impact of COVID-19 pandemic on Super Apps's
business and/or the ability of the parties to complete the proposed Business
Combination; (7) the inability to obtain or maintain the listing of TETE's
ordinary shares on Nasdaq following the proposed Business Combination; (8) the
risk that the proposed Business Combination disrupts current plans and
operations as a result of the announcement and consummation of the proposed
Business Combination; (9) the ability to recognize the anticipated benefits of
the proposed Business Combination, which may be affected by, among other things,
competition, the ability of Super Apps to grow and manage growth profitably, and
retain its key employees; (10) costs related to the proposed Business
Combination; (11) changes in applicable laws or regulations; (12) the
possibility that TETE or Super Apps may be adversely affected by other economic,
business, and/or competitive factors; (13) risks relating to the uncertainty of
the projected financial information with respect to Super Apps; (14) risks
related to the organic and inorganic growth of Super Apps's business and the
timing of expected business milestones; (15) the amount of redemption requests
made by TETE's shareholders; and (16) other risks and uncertainties indicated
from time to time in the final prospectus of TETE for its initial public
offering dated
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description
2.1* Agreement and Plan of Merger, dated as ofOctober 19, 2022 , by and amongTechnology & Telecommunication Acquisition Corporation ,TETE Technologies Sdn Bhd , Super Apps Holdings Sdn Bhd, Technology & Telecommunication LLC andLoo See Yuen . 10.1 Form of Company Shareholder Support Agreement by and amongTechnology & Telecommunication Acquisition Corporation , certain shareholders ofSuper Apps Holdings Sdn Bhd and Super Apps Holdings SdnBhd 10.2 Form of Parent Shareholder Support Agreement by and between SuperApps Holdings Sdn Bhd , certain shareholders ofTechnology & Telecommunication Acquisition Corporation andTechnology & Telecommunication Acquisition Corporation 10.3 Form of Lock-Up Agreement 10.4 Form of Voting Agreement 10.5 Form of Employment Agreement 10.6 Form of Non-Competition and Non-Solicitation Agreement 99.1** Press Release datedOctober 19, 2022 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. The registrant hereby undertakes to furnish copies of any of
the omitted schedules and exhibits upon request by the
Exchange Commission . ** Furnished but not filed.
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