Tek Che Ng

About Tek Che Ng

• Chairman of the Board and Chief Executive Officer (Principal Executive Officer) of Technology & Telecommunication Acquisition Corporation (TETE); age 68; MBA (Charles Sturt University); Diploma in Mechanical and Automotive Engineering (Tunku Abdul Rahman College) .
• Tenure: Founding executive of the SPAC; currently Chairman and CEO per FY2023 10-K and subsequent filings .
• Context: TETE is a SPAC with no operating revenues; environment shaped by (i) high redemption-related ownership concentration and sponsor extensions, (ii) CFIUS foreign-control sensitivity (sponsor controlled by Mr. Ng), and (iii) Nasdaq’s 36‑month SPAC deadline/delisting risk .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

TETE adopted an exchange‑mandated clawback policy for incentive compensation in case of accounting restatements, but there are no disclosed incentive plans or payouts for Mr. Ng pre-business combination .

Equity Ownership & Alignment

• Vested vs unvested: Not applicable (founder shares/private placement units). Options: none disclosed .
• Pledging/hedging: Not disclosed. Ownership guidelines: Not disclosed.

Employment Terms

• Employment agreements: None with executive officers; no severance/change‑of‑control benefits disclosed .
• Non-compete/non-solicit/garden leave/post‑termination: Not disclosed .
• Clawback policy: Applies to current/former executive officers; recovery of “excess” incentive compensation after restatement; multiple recovery mechanisms; no indemnification for recouped compensation .

Board Governance

• Board roles: Tek Che Ng serves as Chairman of the Board and CEO (dual role) .
• Committees:
  • Audit Committee: Independent directors Raghuvir Ramanadhan, Virginia Chan, and Kiat Wai Du (Chair; audit committee financial expert) .
  • Compensation Committee: Independent directors Raghuvir Ramanadhan, Virginia Chan (Chair), and Kiat Wai Du .
• Nominating/Governance: No standing nominating committee; majority of independent directors handle nominations; intention to form when required .
• Lead Independent Director and meeting attendance: Not disclosed.

Director Compensation

Related Party Transactions and Incentive Alignment

• Sponsor economics: Founder shares purchased for $25,000 (~$0.009/share); would be worthless upon liquidation; substantial private placement units outstanding; illustrates strong deal-completion incentives .
• Extension financing: Sponsor provided monthly extension loans to the trust; balances: $1,654,471 as of Nov 30, 2023 ; $2,612,277 as of Dec 31, 2024, convertible at Sponsor’s discretion into 261,228 units at $10.00 per unit at closing (non‑interest bearing) .
• Administrative services: $10,000/month paid to Sponsor for office/administrative support .
• Working capital loans: Up to $1.5 million may be convertible into units at $10.00 upon consummation .

Performance & Track Record

• SPAC status: No operating revenues; net income in FY2023 driven by trust interest; going concern risk disclosed given mandatory timelines .
• Stock performance/TSR during tenure: Not disclosed in company filings.

Risk Indicators & Red Flags

• Delisting risk: Nasdaq IM‑5101‑2(b) requires SPAC business combination within 36 months; TETE indicated inability to complete by Jan 20, 2025, expecting suspension/delisting absent exception; post‑delisting implications outlined (liquidity, coverage, financing) .
• CFIUS sensitivity: Sponsor is controlled by Mr. Ng, a Malaysian citizen; potential CFIUS review constraints for U.S. targets; could force liquidation if timing extends .
• Going concern and internal controls: Going concern warning and material weaknesses in internal control (segregation of duties; disclosure controls not effective) .
• Ownership concentration: Sponsor beneficial ownership rose to ~85.65% after redemptions, elevating control/dilution risk for remaining public holders .
• Founder share economics: Very low cost basis; potential misalignment if value depends primarily on consummating any deal .

Compensation Committee Analysis (Pay-for-Performance)

• Cash pay minimal; no disclosed short- or long‑term incentive plans pre‑business combination; alignment largely through founder shares/private placement units and extension loans that convert into equity at closing .
• No repricing/modification of awards disclosed; no tax gross‑ups disclosed; a clawback policy is in place if future incentive comp is adopted and a restatement occurs .

Investment Implications

• High alignment with deal completion: Mr. Ng’s economic exposure resides in founder shares, private placement units, and extension loans convertible into units—worthless on liquidation—creating strong incentives to complete a transaction, but not necessarily to optimize long‑term quality without robust post‑merger governance .
• Governance mitigants and concerns: Independent audit/comp committees are in place; however, CEO/Chair dual role, absence of a nominating committee, going concern, internal control weaknesses, and potential delisting/CFIUS constraints elevate execution and governance risk .
• Ownership overhang and dilution: Sponsor’s 85%+ stake post‑redemptions and convertible extension loans imply elevated dilution potential for public holders upon closing; monitor deal terms, earn‑outs, and any additional financing .
• Near‑term trading signals: Proxy/8‑K disclosures emphasize extension financing and delisting timeline; event risk around any announced merger vote, listing status outcomes, and CFIUS determinations remains high .

Sources: Company filings cited inline.