SEC Comment Letter 0000000000-23-007162 to Technology & Telecommunication Acquisition Corp (TETE, TETEU, TETEW) (CIK 0001900679) (TETEF)
Technology & Telecommunication Acquisition Corp (TETE, TETEU, TETEW) (CIK 0001900679)
Date: July 6, 2023 · CIK: 0001900679 · Accession: 0000000000-23-007162
AI Filing Summary & Sentiment
File numbers found in text: 001-41229
Letter
United States securities and exchange commission logo July 5, 2023 Tek Che Ng Chief Executive Officer Technology & Telecommunication Acquisition Corp C3-2-23A, Jalan 1/152 Taman OUG Parklane Off Jalan Kelang Lama 58200 Kuala Lumpur , Malaysia Re:Technology & Telecommunication Acquisition Corp Form 10-K for the Fiscal Year ended November 30, 2022 Filed March 1, 2023 File No. 001-41229 Dear Tek Che Ng: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Form 10-K for the Fiscal Year ended November 30, 2022 Risk Factors, page 7 1.We note that you have provided certain risk factor disclosures in the Preliminary Proxy Statements that you filed on December 12, 2022 and June 13, 2023, to explain in part that you would likely be considered a “foreign person” under the regulations administered by the Committee on Foreign Investment in the United States (CFIUS), because your Sponsor is controlled by an individual who resides in and is a citizen of Malaysia, and to discuss various risks associated with this designation.
We believe that you should provide similar risk factor disclosures in your periodic reports, having a clear focus on the prospect of completing your initial business combination and the concerns referenced in each of the following points.
FirstName LastNameTek Che Ng Comapany NameTechnology & Telecommunication Acquisition Corp July 5, 2023 Page 2 FirstName LastName Tek Che Ng Technology & Telecommunication Acquisition Corp July 5, 2023 Page 2 •Discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company if the transaction becomes subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.
•Explain that as a result, the pool of potential targets with which you could complete an initial business combination may be limited.
•Explain that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate.
•Discuss the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants that would expire worthless.
Please submit the disclosures that you propose to include in your periodic reports.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Mark Wojciechowski, Staff Accountant, at (202) 551-3759 or John Cannarella, Staff Accountant, at (202) 551-3337 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation
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United States securities and exchange commission logo
July 5, 2023
Tek Che Ng
Chief Executive Officer
Technology & Telecommunication Acquisition Corp
C3-2-23A, Jalan 1/152
Taman OUG Parklane
Off Jalan Kelang Lama
58200 Kuala Lumpur , Malaysia
Re:Technology & Telecommunication Acquisition Corp
Form 10-K for the Fiscal Year ended November 30, 2022
Filed March 1, 2023
File No. 001-41229
Dear Tek Che Ng:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year ended November 30, 2022
Risk Factors, page 7
1.We note that you have provided certain risk factor disclosures in the Preliminary Proxy
Statements that you filed on December 12, 2022 and June 13, 2023, to explain in part that
you would likely be considered a “foreign person” under the regulations administered by
the Committee on Foreign Investment in the United States (CFIUS), because your
Sponsor is controlled by an individual who resides in and is a citizen of Malaysia, and to
discuss various risks associated with this designation.
We believe that you should provide similar risk factor disclosures in your periodic reports,
having a clear focus on the prospect of completing your initial business combination and
the concerns referenced in each of the following points.
FirstName LastNameTek Che Ng
Comapany NameTechnology & Telecommunication Acquisition Corp
July 5, 2023 Page 2
FirstName LastName
Tek Che Ng
Technology & Telecommunication Acquisition Corp
July 5, 2023
Page 2
•Discuss the risk to investors that you may not be able to complete an initial business
combination with a U.S. target company if the transaction becomes subject to review
by a U.S. government entity, such as the Committee on Foreign Investment in the
United States (CFIUS), or ultimately prohibited.
•Explain that as a result, the pool of potential targets with which you could complete
an initial business combination may be limited.
•Explain that the time necessary for government review of the transaction or a
decision to prohibit the transaction could prevent you from completing an initial
business combination and require you to liquidate.
•Discuss the consequences of liquidation to investors, such as the losses of the
investment opportunity in a target company, any price appreciation in the combined
company, and the warrants that would expire worthless.
Please submit the disclosures that you propose to include in your periodic reports.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Mark Wojciechowski, Staff Accountant, at (202) 551-3759 or John
Cannarella, Staff Accountant, at (202) 551-3337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation