M&A - TETE Technologies Inc

Form Type: F-4/A

Filing Date: 2025-03-12

Corporate Action: Merger

Type: Update

Accession Number: 000149315225009916

Filing Summary: TETE Technologies Inc. is in the process of merging with Bradbury Capital Holdings Inc., outlined in the amended and restated Merger Agreement dated August 2, 2023. This merger will involve a two-step process: a Reincorporation Merger and an Acquisition Merger. The Reincorporation Merger allows TETE to merge into its wholly owned subsidiary, TETE TECHNOLOGIES INC, which will become the surviving entity. Following this, TETE INTERNATIONAL INC, another subsidiary, will merge with Holdings, resulting in Holdings being a wholly owned subsidiary of the new entity. The transaction values at $1.1 billion, with TETE shareholders receiving newly issued ordinary shares of the surviving entity in exchange for their shares. The upcoming extraordinary general meeting will require shareholder votes on several proposals related to this merger, including the approval of the Merger Agreement, a change of corporate name, and an issuance of shares exceeding 20% of the company. TETE aims to fulfill conditions for a PIPE Investment of at least $5 million, ensuring sufficient cash flow during the merger. Upon closing, TETE’s existing shareholders are anticipated to own approximately 14.5% of the new entity, while Holdings’ existing shareholders would hold about 85.5%. The document stipulates that shareholders can redeem their shares even if they vote in favor of the transaction. Additionally, there are provisions for a potentially controlled company situation post-merger, raising concerns about governance standards. Risk factors associated with the investments in the new corporate entity are emphasized, indicating potential volatility.

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Form Type: F-4/A

Filing Date: 2025-01-16

Corporate Action: Merger

Type: Update

Accession Number: 000149315225002499

Filing Summary: TETE Technologies Inc is announcing an extraordinary general meeting for shareholders to discuss a proposed Business Combination with Bradbury Capital Holdings Inc. This includes a two-step process: the Reincorporation Merger followed by the Acquisition Merger. Post-merger, TETE will rebrand as Bradbury Capital Inc. The aggregate consideration for the Acquisition Merger is $1.1 billion, paid in newly issued shares. The meeting is to vote on several proposals including approving the merger agreement, changes to the company’s corporate name, and the issuance of shares under the Merger Agreement. The current shareholders will have their ordinary shares converted into ordinary shares of the newly formed entity, and the structure of ownership post-merger indicates a significant concentration of ownership among current Holdings shareholders.

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