Technology & Telecommunication Acquisition : Private Placement - Form 8-K

Item 3.02 Unregistered Sales of Equity Securities.

On September 1, 2023, Technology & Telecommunication Acquisition Corporation (the "Company") issued an aggregate of 2,875,000 Class A Ordinary Shares, par value $0.0001 per share ("Class A Shares"), to the holders of the Company's Class B Ordinary Shares, par value $0.0001 per share ("Class B Shares"), upon the conversion of an equal number of Class B Shares (the "Conversion"). The 2,875,000 Class A Shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B 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 the prospectus for our initial public offering. Following the Conversion, there were 6,384,209 Class A Shares issued and outstanding. The issuance of Class A Shares upon the Conversion has not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.