Kiat Wai Du
About Kiat Wai Du
Kiat Wai Du (age 45) is an independent director at Technology & Telecommunication Acquisition Corporation (TETE). He chairs the Audit Committee, serves on the Compensation Committee, and has been designated an “audit committee financial expert” under SEC rules. His background spans corporate advisory, wealth management, telecom infrastructure, and investor relations; he holds an MBA and a BA (Hons) in Accounting from the University of Hertfordshire .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ingenious Wealth Management Ltd (Hong Kong) | Executive Director & Managing Partner | Oct 2012 – present | Family office/wealth management for HNWIs; leadership role |
| Ingenious Haus Group / Ingenious Financial Group Ltd (UK) | Founder & CEO (Group); Founder (UK entity) | Since Dec 2015 (Group); UK entity founded Dec 2015, renamed Aug 2021 | Boutique corporate advisory; growth/value creation focus |
| WD Assets Ltd | Director | Since Sep 2016 | Asset-related governance role |
| V Telecoms (Aries/VTelecoms) Berhad | Non-Executive Director | Jul 2010 – Dec 2018 | Fiber network infrastructure oversight |
| RapidCloud International Plc | Non-Executive Director | Aug 2013 – Dec 2017 | Listed tech company oversight |
| Ingenious Growth Fund | Director | Dec 2009 – Dec 2012 | Investment oversight |
| TeAm (Technopreneurs Assoc. of Malaysia) | Deputy Treasurer | 2007 – 2009 | Financial governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vertu Capital Ltd (LSE Standard List) | Non-Executive Director & Chairman of the Board | Since Oct 2014 | Public company board leadership; financial services acquisition focus |
| AQ Media Group Sdn Bhd (“Invest AQ”) | Co-founder | Since May 2021 | Investor relations platform for capital raising |
Board Governance
- Independence and committees: Independent director; Chair, Audit Committee; Member, Compensation Committee; designated audit committee financial expert .
- Nominating process: No standing nominating committee; majority of independent directors (including Du) recommend nominees per Nasdaq Rule 5605 .
- Beneficial ownership and sponsor control: Du holds no TETE shares directly; Sponsor (controlled by CEO Tek Che Ng) beneficially owns 3,407,500 shares (~53.4% of outstanding at 10-K date), indicating sponsor control during the SPAC phase .
- Related-party oversight: Audit Committee (chaired by Du) reviews related-party transactions; procedures require abstention by interested members and majority approval by disinterested members .
- Key governance risks under board oversight:
- Going concern and liquidity risk pending business combination .
- Internal control material weaknesses (disclosure controls not effective as of Nov 30, 2023) and remediation underway .
- CFIUS/regulatory constraints due to foreign-person status of Sponsor (may limit U.S. targets) .
- Nasdaq delisting risk tied to SPAC completion deadlines per IM-5101-2(b) (2025 update noted in proxy) .
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Director cash retainer | $0 – “None of our officers has received any cash compensation,” and “no compensation of any kind… will be paid… to our… directors” prior to or in connection with consummating a business combination . |
| Committee chair/member fees | $0 – no director compensation disclosed pre-business combination . |
| Meeting fees | $0 – not disclosed; covered by no-compensation policy pre-business combination . |
| Reimbursements | Out-of-pocket expense reimbursement for activities on company’s behalf, reviewed quarterly by Audit Committee . |
Performance Compensation
| Instrument/Metric | Status |
|---|---|
| Equity grants (RSUs/PSUs), options to directors | None disclosed; no compensation of any kind to directors pre-business combination . |
| Performance metrics (EBITDA, TSR, ESG) | Not applicable (SPAC pre-combination; no such director metrics disclosed) . |
| Clawback policy | Company has an Exchange Act 10D-compliant clawback policy for Covered Executives upon accounting restatement (applies to incentive comp), administered by the Board/Compensation Committee . |
Other Directorships & Interlocks
| Company | Listing | Role | Potential Interlock/Conflict with TETE |
|---|---|---|---|
| Vertu Capital Ltd | LSE Standard | NED & Chairman | No related-party transactions with TETE disclosed . |
| RapidCloud International Plc (prior) | Public (historical) | NED (2013–2017) | Historical; no TETE linkage disclosed . |
| V Telecoms/Aries Telecoms Berhad (prior) | Malaysia | Director (2010–2018) | No TETE linkage disclosed . |
Expertise & Qualifications
- Financial expertise: Recognized as “audit committee financial expert” (SEC definition) .
- Education: MBA and BA (Hons) Accounting, University of Hertfordshire .
- Domain experience: Corporate finance, wealth management, telecom infrastructure, investor relations/capital-raising platforms .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Kiat Wai Du | 0 | 0.0% | No direct holdings disclosed; independent director. |
| Sponsor (Technology & Telecommunication LLC, controlled by CEO) | 3,407,500 | 53.4% | Founder and placement shares; not redeemable; strong sponsor control. |
- Pledging/hedging: No pledging or hedging by Du disclosed in filings .
- Ownership guidelines: No director stock ownership guidelines disclosed .
- Insider trades: No Form 4 transactions for Du indicated; beneficial ownership table shows no holdings .
Governance Assessment
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Strengths
- Independent audit chair with SEC-designated financial expertise; independent membership across Audit and Compensation committees .
- Formal related-party review procedures overseen by Audit Committee .
- Adoption of a clawback policy aligned with SEC/Nasdaq requirements (signals accountability) .
-
Risks and potential red flags
- Sponsor control and structural conflicts: Sponsor owns ~53% and funds monthly admin fees ($10,000/month) and extension loans that may convert into equity—while customary for SPACs, these create incentive misalignment (pressure to complete any deal). The admin fees are paid to the Sponsor; extension loans are convertible at $10 per unit at closing .
- Minimal director “skin in the game”: Du holds no shares; alignment relies on fiduciary duty rather than ownership .
- Control environment and going concern: Material weaknesses in disclosure controls and substantial doubt about going concern until a business combination is completed .
- Regulatory/listing overhang: CFIUS constraints due to foreign-person Sponsor; Nasdaq IM-5101-2(b) deadline risk can drive urgency and negotiation leverage against shareholders .
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Implications for investors
- Board independence on key committees and Du’s financial expertise are positives for oversight, especially around related-party dealings typical of SPACs. However, sponsor economics (convertible extension loans, high ownership, monthly fees) and zero director ownership merit heightened scrutiny of deal quality, fairness opinions, and redemption economics at the business combination vote .