Cover
Cover - shares | 3 Months Ended | |
Feb. 28, 2023 | Dec. 04, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Feb. 28, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --11-30 | |
Entity File Number | 001-41229 | |
Entity Registrant Name | Technology & Telecommunication Acquisition Corporation | |
Entity Central Index Key | 0001900679 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | C3-2-23A, Jalan 1/152 | |
Entity Address, Address Line Two | Taman OUG Parklane | |
Entity Address, Address Line Three | Off Jalan Kelang Lama | |
Entity Address, City or Town | Kuala Lumpur | |
Entity Address, Country | MY | |
Entity Address, Postal Zip Code | 58200 | |
City Area Code | +60 1 | |
Local Phone Number | 2334 8193 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
Class A ordinary shares included as part of the units | ||
Title of 12(b) Security | Class A ordinary shares included as part of the units | |
Trading Symbol | TETE | |
Security Exchange Name | NASDAQ | |
Redeemable warrants included as part of the units | ||
Title of 12(b) Security | Redeemable warrants included as part of the units | |
Trading Symbol | TETEW | |
Security Exchange Name | NASDAQ | |
Class A ordinary shares included as part of the units one | ||
Title of 12(b) Security | Class A ordinary shares included as part of the units | |
Trading Symbol | TETEU | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 3,658,568 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 2,875,000 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Feb. 28, 2023 | Nov. 30, 2022 |
Current Assets | ||
Cash | $ 207,763 | $ 491,293 |
Prepaid expenses | 12,000 | |
Total Current Assets | 219,763 | 491,293 |
Cash and Marketable Securities held in trust account | 32,811,107 | 118,051,997 |
Total Assets | 33,030,870 | 118,543,290 |
Current liabilities | ||
Accounts payable | 134,848 | 104,848 |
Extension loan | 328,237 | |
Total Current Liabilities | 463,085 | 104,848 |
Deferred underwriter commission | 4,025,000 | 4,025,000 |
Total Liabilities | 4,488,085 | 4,129,848 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption; 1,150,000 shares (at $10.27 per share); 3,126,068 shares (at $10.24 per share) as of February 28, 2023 | 32,811,107 | 118,051,997 |
Shareholders’ Equity (Deficit) | ||
Preference Shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of November 30, 2022 and February 28, 2023 | ||
Common stock value | ||
Additional paid-in capital | ||
Accumulated deficit | (4,268,663) | (3,638,896) |
Total Shareholders’ Equity (Deficit) | (4,268,322) | (3,638,555) |
Total Liabilities and Shareholders’ Equity (Deficit) | 33,030,870 | 118,543,290 |
Common Class A [Member] | ||
Shareholders’ Equity (Deficit) | ||
Common stock value | 53 | 53 |
Common Class B [Member] | ||
Shareholders’ Equity (Deficit) | ||
Common stock value | $ 288 | $ 288 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Feb. 28, 2023 | Nov. 30, 2022 |
Ordinary shares possible redemption | 3,126,068 | 1,150,000 |
Ordinary shares redemption price per share | $ 10.24 | $ 10.27 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Ordinary shares possible redemption | 3,126,068 | 3,126,068 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 479,000,000 | 479,000,000 |
Common stock, shares issued | 532,500 | 532,500 |
Common stock, shares outstanding | 532,500 | 532,500 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 2,875,000 | 2,875,000 |
Common stock, shares outstanding | 2,875,000 | 2,875,000 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Formation and operating costs | $ (301,530) | $ (196,096) |
Loss from Operations | (301,530) | (196,096) |
Other Income | ||
Interest earned on marketable securities held in trust account | 784,758 | 546 |
Net Income (Loss) | $ 483,228 | $ (195,550) |
Common Class A [Member] | ||
Other Income | ||
Weighted average number of ordinary shares outstanding | 8,217,709 | 5,214,083 |
Basic and diluted net income (loss) per ordinary share | $ 0.04 | $ (0.02) |
Common Class B [Member] | ||
Other Income | ||
Weighted average number of ordinary shares outstanding | 2,875,000 | 2,875,000 |
Basic and diluted net income (loss) per ordinary share | $ 0.04 | $ (0.02) |
Statements of Changes in Shareh
Statements of Changes in Shareholders' Deficit (Unaudited) - USD ($) | Common Class A [Member] Common Stock [Member] | Common Class B [Member] Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Subscription Receivable [Member] | Total |
Balance at Nov. 30, 2021 | $ 288 | $ 24,712 | $ (4,861) | $ (25,000) | $ (4,861) | |
Balance, shares at Nov. 30, 2021 | 2,875,000 | |||||
Cash collected on subscription receivable | 25,000 | 25,000 | ||||
Sale of Units in Initial Public Offering | $ 1,150 | 114,998,850 | 115,000,000 | |||
Sale of Units in Initial Public Offering, shares | 11,500,000 | |||||
Class A Common Stock subject to possible redemption | $ (1,150) | (116,723,850) | (116,725,000) | |||
Class A Ordinary Shares subject to possible redemption, shares | (11,500,000) | |||||
Sale of Private Placement Units | $ 53 | 5,324,947 | 5,325,000 | |||
Sale of Private Placement Units, shares | 532,500 | |||||
Offering and Underwriting costs | (2,732,742) | (2,732,742) | ||||
Deferred underwriting commission | (4,025,000) | (4,025,000) | ||||
Re-classification | 3,133,083 | (3,133,083) | ||||
Net Income (Loss) | (195,550) | (195,550) | ||||
Balance at Feb. 28, 2022 | $ 53 | $ 288 | (3,333,494) | (3,333,153) | ||
Balance, shares at Feb. 28, 2022 | 532,500 | 2,875,000 | ||||
Balance at Nov. 30, 2022 | $ 53 | $ 288 | (3,638,896) | (3,638,555) | ||
Balance, shares at Nov. 30, 2022 | 532,500 | 2,875,000 | ||||
Net Income (Loss) | 483,228 | 483,228 | ||||
Re-measurement for common stock subject to redemption | (784,758) | (784,758) | ||||
Additional amount deposited into trust ($0.0525 per common stock subject to possible redemption) | (328,237) | (328,237) | ||||
Balance at Feb. 28, 2023 | $ 53 | $ 288 | $ (4,268,663) | $ (4,268,322) | ||
Balance, shares at Feb. 28, 2023 | 532,500 | 2,875,000 |
Statements of Changes in Shar_2
Statements of Changes in Shareholders' Deficit (Unaudited) (Parenthetical) | Feb. 28, 2023 $ / shares |
Statement of Stockholders' Equity [Abstract] | |
Common stock subject to possible redemption | $ 0.0525 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 483,228 | $ (195,550) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (784,758) | (546) |
Changes in operating assets and liabilities: | ||
Accounts payable | 30,000 | 5,538 |
Accrued expenses | 28,320 | |
Prepaid expenses | (12,000) | |
Net cash used in operating activities | (283,530) | (162,238) |
Cash flows from investing activities: | ||
Cash withdrawn from trust account in connection to redemption | 86,353,885 | |
Investment of cash in Trust Account | (328,237) | (116,725,000) |
Net cash used in investing activities | 86,025,648 | (116,725,000) |
Cash flows from financing activities: | ||
Redemption of common stock | (86,353,885) | |
Proceeds from extension loan | 328,237 | |
Collection of subscription receivable | 25,000 | |
Proceeds from sale of Units, net of IPO costs | 112,445,133 | |
Proceeds from sale of private placement units | 5,325,000 | |
Repayment of promissory note – related party | (177,876) | |
Net cash provided by financing activities | (86,025,648) | 117,617,258 |
Net change in cash | (283,530) | 730,020 |
Cash at the beginning of the period | 491,293 | |
Cash at the end of the period | 207,763 | 730,020 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Deferred underwriting fee payable | 4,025,000 | |
Initial Classification of Class A ordinary shares subject to redemption | 116,725,000 | |
Deferred offering costs paid for by Promissory note – related party | 71,881 | |
Extension funds attributable to common stock subject to redemption | 328,237 | |
Accretion of common stock subject to redemption | $ 784,758 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Feb. 28, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Technology & Telecommunication Acquisition Corporation (the “Company”) was incorporated in Cayman Islands on November 8, 2021. The Company was formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of February 28, 2023, the Company had not commenced any operations. All activity for the period from November 8, 2021 (inception) through February 28, 2023 relates to the Company’s formation and initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected November 30 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on January 14, 2022. On January 20, 2022, the Company consummated the Initial Public Offering of 10,000,000 100,000,000 The Initial Public Offering transaction costs amounted to $ 8,482,742 1,800,000 4,025,000 1,725,000 932,742 1,562,293 4,025,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 480,000 10.00 4,800,000 On January 20, 2022, the underwriters purchased an additional 1,500,000 10.00 15,000,000 52,500 10.00 Following the closing of the Initial Public Offering on January 20, 2022, an amount of $ 116,725,000 10.15 TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS February 28, 2023 Note 1 — Description of Organization and Business Operations (Continued) The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80 50 10.15 The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholders meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.15 Distinguishing Liabilities from Equity The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS February 28, 2023 Note 1 — Description of Organization and Business Operations (Continued) Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20 The holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100 If the Company has not completed a Business Combination within 12 months (or 15 months, or 18 months, as applicable from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $ 100,000 The holders of the Founders Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS February 28, 2023 Note 1 — Description of Organization and Business Operations (Continued) In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.15 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per Public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Technology & Telecommunication LLC (the “Sponsor”) has promised to loan an amount of up to $ 656,474 328,237 Subsequent to the approval by the shareholders of Technology & Telecommunication Acquisition Corporation (“TETE” or the “Company”) of the Amendment to TETE’s Amended and Restated Memorandum and Articles of Association (the “Charter Amendment”), on January 20, 2023, TETE filed the Charter Amendment with the Registrar of Companies in the Cayman Islands. In connection with the Charter Amendment, TETE’s shareholders elected to redeem an aggregate of 8,373,932 262,500 0.0525 Liquidity and Capital Resources As of February 28, 2023, the Company had approximately $ 207,763 243,322 Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through the capital contribution of $ 25,000 300,000 Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS February 28, 2023 Note 1 — Description of Organization and Business Operations (Continued) Going Concern and Management’s Plan The Company expects to incur significant costs in pursuit of its acquisition plans and will not generate any operating revenues until after the completion of its initial business combination. In addition, the Company expects to have negative cash flows from operations as it pursues an initial business combination target. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern” the Company does not currently have adequate liquidity to sustain operations, which consist solely of pursuing a Business Combination. The Company may raise additional capital through loans or additional investments from the Sponsor or its shareholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsor may, but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, the Company believes it will have sufficient cash to meet its needs through the earlier of consummation of a Business Combination or the deadline to complete a Business Combination pursuant to the Company’s Amended and Restated Certificate of Incorporation (unless otherwise amended by shareholders). While the Company expects to have sufficient access to additional sources of capital if necessary, there is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. There is no assurance that the Company’s plans to raise additional capital (to the extent ultimately necessary) or to consummate a Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. As is customary for a special purpose acquisition company, if the Company is not able to consummate a Business Combination during the Combination Period, it will cease all operations and redeem the Public Shares. Management plans to continue its efforts to consummate a Business Combination during the Combination Period. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Feb. 28, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS February 28, 2023 Note 2 — Summary of Significant Accounting Policies (Continued) Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $ 207,763 no 491,293 no Marketable Securities Held in Trust Account At February 28, 2023 and November 30, 2022, substantially all of the assets held in the Trust Account were held in money market. The amount of assets held in Trust Account is $ 32,811,107 118,051,997 Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of February 28, 2023 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS February 28, 2023 Note 2 — Summary of Significant Accounting Policies (Continued) Class A Ordinary Shares Subject to Possible Redemption All of the Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $ 5,000,001 10.15 As of February 28, 2023, 3,126,068 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statements of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per ordinary share, basic and diluted, for redeemable Class A ordinary shares is calculated by dividing the net income (loss) allocable to Class A ordinary shares subject to possible redemption, by the weighted average number of redeemable Class A ordinary shares outstanding since original issuance. Net income (loss) per ordinary share, basic and diluted, for non-redeemable Class A and Class B ordinary shares is calculated by dividing net income (loss) allocable to non-redeemable ordinary shares, by the weighted average number of non-redeemable ordinary shares outstanding for the periods. Non-redeemable Class B ordinary shares include the founder shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account. TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS February 28, 2023 Note 2 — Summary of Significant Accounting Policies (Continued) Summary of Basic and Diluted Net Income (Loss) per Common Share For the Three For the Three Class A ordinary shares Numerator: net income allocable to redeemable Class A ordinary shares $ 360,052 $ (125,854 ) Denominator: weighted average number of Class A ordinary shares 8,217,709 5,214,083 Basic and diluted net income per redeemable Class A ordinary share $ 0.04 $ (0.02 ) Class B ordinary shares Numerator: net income allocable to Class B ordinary shares $ 123,176 $ (69,696 ) Denominator: weighted average number of Class B ordinary shares 2,875,000 2,875,000 Basic and diluted net income per Class B ordinary share $ 0.04 $ (0.02 ) Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Offering costs of $ 4,532,887 4,025,000 Fair Value of Financial Instruments The Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt —Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and free-standing instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted as of inception of the Company. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.” TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS February 28, 2023 |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Feb. 28, 2023 | |
Initial Public Offering | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 11,500,000 10.00 115,000,000 Each Public Warrant entitles the holder purchase one ordinary share at an exercise price of $ 11.50 |
Private Placement
Private Placement | 3 Months Ended |
Feb. 28, 2023 | |
Private Placement | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 532,500 10.00 5,325,000 A portion of the proceeds from the Private Placement Units was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units will be worthless. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Feb. 28, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On November 26, 2021, the Sponsor purchased 2,875,000 25,000 375,000 20 The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period, or (y) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS February 28, 2023 Note 5 — Related Party Transactions (Continued) Promissory Note — Related Party On November 26, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of up to $ 300,000 During the year end November 30, 2022 and February 28, 2023, deferred offering costs paid for by the Promissory Note amounted to $ 71,881 177,876 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 10.00 no Administrative Support Agreement Commencing on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $ 10,000 130,000 100,000 Extension Loan Technology & Telecommunication LLC (the “Sponsor”) has promised to loan an amount of up to $ 656,474 328,237 TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS February 28, 2023 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Feb. 28, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Units and warrants that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 1,500,000 The underwriters were entitled to a cash underwriting discount of $ 0.20 2,000,000 2,300,000 500,000 0.35 3,500,000 4,025,000 On January 20, 2022, the underwriters purchased an additional 1,500,000 10.00 15,000,000 |
Shareholders_ Equity
Shareholders’ Equity | 3 Months Ended |
Feb. 28, 2023 | |
Equity [Abstract] | |
Shareholders’ Equity | Note 7 – Shareholders’ Equity Preference Shares 1,000,000 0.0001 no Class A Ordinary Shares 479,000,000 0.0001 532,500 3,126,068 TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS February 28, 2023 Note 7 – Shareholders’ Equity (Continued) In January 18, 2023, TETE’s shareholders elected to redeem an aggregate of 8,373,932 86,353,885 Class B Ordinary Shares — 20,000,000 0.0001 2,875,000 20 Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. In connection with our initial business combination, we may enter into a shareholders’ agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of this offering. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the then-outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20 Warrants — five years The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. Notwithstanding the above, if the Class A ordinary shares is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS February 28, 2023 Note 7 – Shareholders’ Equity (Continued) Redemption of Warrants When the Price per Share of Class A Ordinary shares Equals or Exceeds $ 18.00 ● in whole and not in part; ● at a price of $ 0.01 ● upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $ 18.00 If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering. Subsequent to the approval by the shareholders of Technology & Telecommunication Acquisition Corporation (“TETE” or the “Company”) of the Amendment to TETE’s Amended and Restated Memorandum and Articles of Association (the “Charter Amendment”), on January 20, 2023, TETE filed the Charter Amendment with the Registrar of Companies in the Cayman Islands. In connection with the Charter Amendment, TETE’s shareholders elected to redeem an aggregate of 8,373,932 262,500 0.0525 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Feb. 28, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 – Subsequent Events On March 13, 2023, the Company elected to exercise its third-month extension to the Termination Date, which extended its deadline to complete its initial business combination from March 20, 2023 to April 20, 2023, by depositing $ 0.0525 164,119 On April 4, 2023, the Company elected to exercise its third-month extension to the Termination Date, which extended its deadline to complete its initial business combination from April 20, 2023 to May 20, 2023, by depositing $ 0.0525 164,119 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Feb. 28, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS February 28, 2023 Note 2 — Summary of Significant Accounting Policies (Continued) |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $ 207,763 no 491,293 no |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At February 28, 2023 and November 30, 2022, substantially all of the assets held in the Trust Account were held in money market. The amount of assets held in Trust Account is $ 32,811,107 118,051,997 |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of February 28, 2023 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS February 28, 2023 Note 2 — Summary of Significant Accounting Policies (Continued) |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption All of the Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $ 5,000,001 10.15 As of February 28, 2023, 3,126,068 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statements of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per ordinary share, basic and diluted, for redeemable Class A ordinary shares is calculated by dividing the net income (loss) allocable to Class A ordinary shares subject to possible redemption, by the weighted average number of redeemable Class A ordinary shares outstanding since original issuance. Net income (loss) per ordinary share, basic and diluted, for non-redeemable Class A and Class B ordinary shares is calculated by dividing net income (loss) allocable to non-redeemable ordinary shares, by the weighted average number of non-redeemable ordinary shares outstanding for the periods. Non-redeemable Class B ordinary shares include the founder shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account. TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS February 28, 2023 Note 2 — Summary of Significant Accounting Policies (Continued) Summary of Basic and Diluted Net Income (Loss) per Common Share For the Three For the Three Class A ordinary shares Numerator: net income allocable to redeemable Class A ordinary shares $ 360,052 $ (125,854 ) Denominator: weighted average number of Class A ordinary shares 8,217,709 5,214,083 Basic and diluted net income per redeemable Class A ordinary share $ 0.04 $ (0.02 ) Class B ordinary shares Numerator: net income allocable to Class B ordinary shares $ 123,176 $ (69,696 ) Denominator: weighted average number of Class B ordinary shares 2,875,000 2,875,000 Basic and diluted net income per Class B ordinary share $ 0.04 $ (0.02 ) |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Offering costs of $ 4,532,887 4,025,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt —Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and free-standing instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted as of inception of the Company. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.” |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Feb. 28, 2023 | |
Accounting Policies [Abstract] | |
Summary of Basic and Diluted Net Income (Loss) per Common Share | Summary of Basic and Diluted Net Income (Loss) per Common Share For the Three For the Three Class A ordinary shares Numerator: net income allocable to redeemable Class A ordinary shares $ 360,052 $ (125,854 ) Denominator: weighted average number of Class A ordinary shares 8,217,709 5,214,083 Basic and diluted net income per redeemable Class A ordinary share $ 0.04 $ (0.02 ) Class B ordinary shares Numerator: net income allocable to Class B ordinary shares $ 123,176 $ (69,696 ) Denominator: weighted average number of Class B ordinary shares 2,875,000 2,875,000 Basic and diluted net income per Class B ordinary share $ 0.04 $ (0.02 ) |
Description of Organization a_2
Description of Organization and Business Operations (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jan. 20, 2022 | Feb. 28, 2023 | Feb. 28, 2022 | Aug. 31, 2023 | Jan. 20, 2023 | Feb. 21, 2023 | Nov. 30, 2022 | Feb. 20, 2022 | Jan. 25, 2022 | |
Proceeds from issuance of offering | $ 112,445,133 | ||||||||
Cash | 207,763 | $ 491,293 | |||||||
Deferred underwriting fee payable | 4,025,000 | ||||||||
Sale of stock, price per share | $ 10.15 | ||||||||
Proceeds from issuance of private placement | 5,325,000 | ||||||||
Aggregate market fair value percentage | 80% | ||||||||
Ownership interest to be acquired on post-transaction company | 50% | ||||||||
Business combination, net tangible assets | $ 5,000,001 | ||||||||
Redemption of percentage of public shares | 20% | ||||||||
Redemption percentage of outstanding shares | 100% | ||||||||
Sale of stock, description | In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.15 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per Public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. | ||||||||
Extension loan | $ 328,237 | ||||||||
Working capital | $ 243,322 | ||||||||
Initial public offering, capital contribution | $ 115,000,000 | ||||||||
Common Class A [Member] | |||||||||
Share price | $ 8,373,932 | $ 0.0525 | |||||||
Depositing in trust account | $ 262,500 | ||||||||
Minimum [Member] | |||||||||
Business combination, net tangible assets | $ 5,000,001 | ||||||||
Maximum [Member] | |||||||||
Dissolution expenses | 100,000 | ||||||||
Sponsor [Member] | |||||||||
Initial public offering, capital contribution | 25,000 | ||||||||
Note issued to the sponsor | $ 300,000 | ||||||||
Technology Telecommunication LLC [Member] | |||||||||
Extension loan | $ 656,474 | $ 328,237 | |||||||
IPO [Member] | |||||||||
Sale of stock | 10,000,000 | 11,500,000 | |||||||
Proceeds from issuance of offering | $ 100,000,000 | ||||||||
Transaction costs | 8,482,742 | ||||||||
Underwriting fees | 1,800,000 | ||||||||
Deferred offering costs | 4,025,000 | ||||||||
Assets held in trust | 1,725,000 | ||||||||
Stock issuance costs | 932,742 | ||||||||
Cash | 1,562,293 | ||||||||
Deferred underwriting fee payable | $ 4,025,000 | ||||||||
Sale of stock, price per share | $ 10.15 | $ 10 | $ 10.15 | ||||||
Net proceeds of proposed public offering | $ 116,725,000 | ||||||||
Sale of stock, description | Each Public Warrant entitles the holder purchase one ordinary share at an exercise price of $11.50 per whole share | ||||||||
Initial public offering, capital contribution | $ 115,000,000 | ||||||||
Private Placement [Member] | |||||||||
Sale of stock | 532,500 | ||||||||
Sale of stock, price per share | $ 10 | ||||||||
Proceeds from issuance of private placement | $ 5,325,000 | ||||||||
Private Placement [Member] | Technology and Telecommunication LLC [Member] | |||||||||
Sale of stock | 480,000 | ||||||||
Sale of stock, price per share | $ 10 | ||||||||
Proceeds from issuance of private placement | $ 4,800,000 | ||||||||
Over-Allotment Option [Member] | Underwriters [Member] | |||||||||
Sale of stock | 1,500,000 | ||||||||
Underwriting fees | $ 2,000,000 | ||||||||
Sale of stock, price per share | $ 10 | ||||||||
Proceeds from stock options exercised | $ 15,000,000 | ||||||||
Over-Allotment Option [Member] | Underwriters [Member] | Maximum [Member] | |||||||||
Sale of stock | 1,500,000 | ||||||||
Over-Allotment Option [Member] | Sponsor [Member] | |||||||||
Sale of stock | 52,500 | ||||||||
Sale of stock, price per share | $ 10 |
Summary of Basic and Diluted Ne
Summary of Basic and Diluted Net Income (Loss) per Common Share (Details) - USD ($) | 3 Months Ended | |||
Feb. 28, 2023 | Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2022 | |
Common Class A [Member] | ||||
Numerator: net income allocable to Class B ordinary shares | $ 360,052 | $ (125,854) | ||
Denominator: weighted average number of Class B ordinary shares | 8,217,709 | 8,217,709 | 5,214,083 | 5,214,083 |
Basic and diluted net income per Class B ordinary share | $ 0.04 | $ 0.04 | $ (0.02) | $ (0.02) |
Common Class B [Member] | ||||
Numerator: net income allocable to Class B ordinary shares | $ 123,176 | $ (69,696) | ||
Denominator: weighted average number of Class B ordinary shares | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 |
Basic and diluted net income per Class B ordinary share | $ 0.04 | $ 0.04 | $ (0.02) | $ (0.02) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Feb. 28, 2023 | Nov. 30, 2022 |
Cash | $ 207,763 | $ 491,293 |
Cash equivalents | 0 | 0 |
Assets held in trust | 32,811,107 | $ 118,051,997 |
Net tangible assets | $ 5,000,001 | |
Ordinary shares redemption price per share | $ 10.24 | $ 10.27 |
Ordinary shares possible redemption | 3,126,068 | 1,150,000 |
Cash insured amount | $ 250,000 | |
Deferred offering costs | 4,532,887 | |
Deferred underwriter discount | $ 4,025,000 | $ 4,025,000 |
Redeemable Ordinary Shares [Member] | ||
Ordinary shares redemption price per share | $ 10.15 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jan. 20, 2022 | Feb. 28, 2023 | Feb. 28, 2022 | Aug. 31, 2023 | Feb. 20, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of stock, price per share | $ 10.15 | ||||
Stock issued during period, value, new issues | $ 115,000,000 | ||||
Sale of stock, description of transaction | In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.15 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per Public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. | ||||
Public Warrant [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Exercise price per share | $ 11.50 | ||||
IPO [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of stock, number of shares issued in transaction | 10,000,000 | 11,500,000 | |||
Sale of stock, price per share | $ 10.15 | $ 10 | $ 10.15 | ||
Stock issued during period, value, new issues | $ 115,000,000 | ||||
Sale of stock, description of transaction | Each Public Warrant entitles the holder purchase one ordinary share at an exercise price of $11.50 per whole share |
Private Placement (Details Narr
Private Placement (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | Jan. 20, 2023 | |
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock, price per share | $ 10.15 | ||
Proceeds from issuance of private placement | $ 5,325,000 | ||
Private Placement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock, number of shares issued in transaction | 532,500 | ||
Sale of stock, price per share | $ 10 | ||
Proceeds from issuance of private placement | $ 5,325,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | ||||
Jan. 25, 2022 | Nov. 26, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | Nov. 30, 2022 | |
Related Party Transaction [Line Items] | |||||
Sale of Units in Initial Public Offering | $ 115,000,000 | ||||
Repayments of debt | $ 177,876 | ||||
Outstanding working capital related to party loans | 0 | $ 0 | |||
Sponsor fees | 10,000 | ||||
Extension loan | 328,237 | ||||
Related Party Loans [Member] | |||||
Related Party Transaction [Line Items] | |||||
Convertible debt | $ 1,500,000 | ||||
Convertible price | $ 10 | ||||
Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Extension loan | $ 328,237 | ||||
Sponsor [Member] | Maximum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Extension loan | 656,474 | ||||
Sponsor [Member] | Administrative Services Arrangement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to related party | 130,000 | 100,000 | |||
Promissory Note [Member] | Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Aggregate principal amount | $ 300,000 | ||||
Deferred offering cost | 71,881 | $ 71,881 | |||
Repayments of debt | $ 177,876 | ||||
Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Sale of Units in Initial Public Offering | $ 25,000 | ||||
Aggregate principal amount | $ 300,000 | ||||
Common Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Issued and outstanding, percent | 20% | ||||
Common Class B [Member] | Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of new stock issued during the period | 2,875,000 | ||||
Sale of Units in Initial Public Offering | $ 25,000 | ||||
Common stock shares subject to forfeiture | 375,000 | ||||
Issued and outstanding, percent | 20% | ||||
Related party transaction description | The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period, or (y) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | ||
Jan. 20, 2022 | Feb. 28, 2023 | Nov. 30, 2022 | |
Loss Contingencies [Line Items] | |||
Underwriter deferred fee | $ 4,025,000 | $ 4,025,000 | |
Sale of stock, price per share | $ 10.15 | ||
Over-Allotment Option [Member] | Underwriters [Member] | |||
Loss Contingencies [Line Items] | |||
Sale of stock | 1,500,000 | ||
Underwriting discount per unit | $ 0.20 | ||
Underwriting discount | $ 2,000,000 | ||
Aggregate amonunt of underwriting discount | 2,300,000 | ||
Reimburse of offering expense | $ 500,000 | ||
Underwriter deferred fee, price per shares | $ 0.35 | ||
Underwriter deferred fee | $ 3,500,000 | ||
Aggregate amount of deferred fees | $ 4,025,000 | ||
Sale of stock, price per share | $ 10 | ||
Proceeds from stock options exercised | $ 15,000,000 | ||
Over-Allotment Option [Member] | Underwriters [Member] | Maximum [Member] | |||
Loss Contingencies [Line Items] | |||
Sale of stock | 1,500,000 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | ||||
Jan. 20, 2023 | Jan. 18, 2023 | Feb. 28, 2022 | Feb. 28, 2023 | Nov. 30, 2022 | |
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Preferred stock, shares issued | 0 | 0 | |||
Ordinary shares possible redemption | 3,126,068 | 1,150,000 | |||
Number of shares for redemption | 8,373,932 | ||||
Number of shares for redemption, value | $ 116,725,000 | ||||
Warrant [Member] | |||||
Class of Stock [Line Items] | |||||
Warrants and rights outstanding, term | 5 years | ||||
Share price | $ 18 | ||||
Warrant price per share | $ 0.01 | ||||
Common Class A [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 479,000,000 | 479,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock, shares outstanding | 532,500 | 532,500 | |||
Common stock, shares issued | 532,500 | 532,500 | |||
Ordinary shares possible redemption | 3,126,068 | 3,126,068 | |||
Number of shares for redemption | 8,373,932 | ||||
Number of shares for redemption, value | $ 86,353,885 | ||||
Share price | $ 0.0525 | $ 8,373,932 | |||
Depositing in trust account | $ 262,500 | ||||
Common Class B [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock, shares outstanding | 2,875,000 | 2,875,000 | |||
Common stock, shares issued | 2,875,000 | 2,875,000 | |||
Percentage of shares issued and outstanding | 20% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | Apr. 04, 2023 | Mar. 13, 2023 |
Subsequent Event [Line Items] | ||
Share price | $ 0.0525 | $ 0.0525 |
Deposits | $ 164,119 | $ 164,119 |