UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 19, 2024
TMT Acquisition Corp
(Exact name of registrant as specified in its charter)
| Cayman Islands | | 001-41667 | | N/A |
| (State or other jurisdiction | | (Commission | | (I.R.S. Employer |
| of incorporation) | | File Number) | | Identification No.) |
| 420 Lexington Ave, Suite 2446 | | |
| New York, NY | | 10170 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (347) 627-0058
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Units, each consisting of one ordinary share and one right | | TMTCU | | The Nasdaq Stock Market LLC |
| Ordinary shares, par value $0.0001 per share | | TMTC | | The Nasdaq Stock Market LLC |
| Rights, each right entitling the holder to receive two-tenths of one ordinary share | | TMTCR | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, 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 13(a) of the Exchange Act.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On March 19, 2024, TMT Acquisition Corp (the “SPAC”) issued a convertible Promissory Note to Ms. Xiaozhen Li with a principal amount of $300,000 (the “Note”) in order to finance its transaction costs in relation to its initial business combination (the “Business Combination”). Ms. Li is a limited partner of the SPAC’s sponsor entity, 2TM Holding LP, a Delaware limited partnership.
The Note bears no interest and is repayable in full upon consummation of the Business Combination. Ms. Li may, at her election, convert the Note, in whole or in part, into TMT units, provided that written notice of such intention is given to TMT at least two (2) business days prior to the consummation of the Business Combination. The number of TMT units to be received by Ms. Li in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to Ms. Li by (y) $10.00. Each TMT unit consists of one (1) TMT ordinary share and one (1) right to receive two-tenths (2/10) of one (1) TMT ordinary share.
On March 21, 2024, Ms. Li completed the deposit of $300,000 into the SPAC’s working capital account.
A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 2.03 are intended to be summaries only and are qualified in their entirety by reference to the Note.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 22, 2024 | TMT Acquisition Corp |
| | |
| | By: | /s/ Dajiang Guo |
| | Name: | Dajiang Guo |
| | Title: | Chief Executive Officer |
