Technology & Telecommunication Acquisition Corporation *
PROPOSED BUSINESS COMBINATION: TETE Technologies Inc.
ENTERPRISE VALUE: $1.1 billion
ANTICIPATED SYMBOL: TETE
Technology & Telecommunication Acquisition Corporation proposes to combine with TETE Technologies Inc.
Super App Holdings Sdn. Bhd. is a holding company that immediately prior to the closing of the Business Combination will purchase 60% of MobilityOne’s ownership interest in OneShop Retail Sdn. Bhd. MobilityOne has developed an end-to-end e-commerce solution that connects various service providers across several industries such as banking, telecommunication, and transportation through multiple distribution devices such as EDC terminals, short messaging services, Automated Teller Machines, and Internet banking.
MobilityOne currently has ownership of the intellectual property that OneShop Retail uses in its operations and, in connection with the closing of the Business Combination, MobilityOne will grant OneShop Retail a long-term license for use of the such intellectual property. MobilityOne’s technology platform is flexible, and scalable and has been designed to facilitate cash, debit card, and credit card transactions (according to the device) from multiple devices while controlling and monitoring the distribution of different products and services.
SUBSEQUENT EVENT – 1/24/25 – LINK
- The SPAC entered into a non-redemption agreement with Meteora Capital Partners, pursuant to which the investors agreed not to redeem an aggregate of 560,061 shares.
- The SPAC will pay a consideration of 150,000 shares or 30% of the per-share redemption price as a cash payment, provided the investors do not redeem 30% of their TETE Class A shares at the time of the business combination redemption deadline.
EXTENSION – 1/24/25 – LINK
- The SPAC approved the extension from January 20, 2025 to April 20, 2025.
- 1,993,697 shares were redeemed.
- No contributions will be deposited into the trust account.
EXTENSION – 6/13/24 – LINK
- The SPAC approved the extension from June 20, 2024 to January 20, 2025.
- 408,469 shares were redeemed.
- $0.02/share per month will be deposited into the trust account.
EXTENSION – 7/24/23 – LINK
- The SPAC approved the extension from July 20, 2023 to July 20, 2024.
- 149,359 shares were redeemed.
- $0.045/share per month will be deposited into the trust account.
TRANSACTION
- Super Apps will merge with TETE Technologies Sdn Bhd, a Malaysian private limited company and a wholly owned subsidiary of TETE, with Super Apps surviving and TETE acquiring 100% of the equity securities of Super Apps.
- In exchange for their equity securities, the shareholders of Super Apps will receive an aggregate number of ordinary shares of TETE with an aggregate value equal to:
- (a) $1,100,000,000, minus
- (b) any Closing Net Indebtedness, of which $235,000,000 will be paid at the closing of the Business Combination with the remaining $865,000,000 subject to the earn-out provisions set forth in the Merger Agreement.
- The transaction is expected to close in the first half of 2023.
PIPE
- There is no PIPE for this transaction.
EARNOUT
- Within fifteen days after the end of each of the four consecutive fiscal quarters following the Closing, TETE shall deliver to the Sponsor a written statement setting forth in reasonable detail its determination of the Revenue 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:
- A = 21,625,000 (B/C)
- A = the Contingent Shares for the relevant Earn-out Quarter – up to a cumulative maximum aggregate amount of 86,500,000 shares of Parent Ordinary Shares
- B = Revenue Achieved – the consolidated revenue of the Surviving Corporation and its subsidiaries for each applicable Earn-Out Quarter
- C = Revenue Target – $87,000,000 for each applicable Earn-Out Quarter.
- A = 21,625,000 (B/C)
LOCK-UP
- Company and Sponsor
- 180 days from the Closing Date
NOTABLE CONDITIONS TO CLOSING
- TETE having net tangible assets of at least $5,000,001 upon consummation of the Business Combination
NOTABLE CONDITIONS TO TERMINATION
- By either, TETE or Super Apps have 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) July 20, 2023 (the “Outside Date”) and (B) thirty (30) days following the receipt by Super Apps of a notice describing such breach
ADVISORS
- ARC Group Limited is acting as the sole financial advisor to TETE.
- Loeb & Loeb LLP is acting as legal counsel to TETE.
- Jenny Chen-Drake is acting as legal counsel for the Company.
MANAGEMENT & BOARD
Executive Officers
Tek Che Ng, 65
Chief Executive Officer and Chairman
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 US$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.
Chow Wing Loke, 52
Chief Financial Officer
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.
Board of Directors
Raghuvir Ramanadhan, 58
Independent Director
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.
Virginia Chan, 60
Independent Director
From March 2018 to present 2021, Miss 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, Miss Virginia Chan served as a Personal Assistant to the Group President at Capital Improvement Sdn Bhd. As a personal assistant, Miss Virginia Chan provides financial lead regarding joint ventures and project management consultancy to the group. From August 2008 to December 2014, Miss 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, Miss 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, Miss Virginia Chan also served as Vice President Finance & Administration of Kvaerner Pertrominco 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, Miss Virginia Chan was a member of Company’s Management oversaw the finance and administrative functions of the Company. From September 1993 to July 1996 Miss 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. Miss 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 Miss 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 Miss Virginia Chan’s period there, she managed and resuscitated ailing Companies from various industries on behalf of Banks. From December 1981 to March 1989 Miss 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, Miss Virginia Chan articled and successfully obtained her professional MICPA qualification. Whilst here Miss 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.
Kiat Wai Du, 42
Independent Director
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.
