Kiat Wai Du

About Kiat Wai Du

Independent director of Technology & Telecommunication Acquisition Corporation (TETEF); Chair of the Audit Committee and designated “audit committee financial expert.” He also serves on the Compensation Committee and is deemed independent under Nasdaq rules. Du holds an MBA and a BA (Hons) in Accounting from the University of Hertfordshire. He was a signatory director on TETEF’s FY2024 Form 10-K dated March 17, 2025.

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; Compensation Committee member; both committees comprised solely of independent directors under Nasdaq rules. Du is designated an “audit committee financial expert.”
• Nominating/governance: No standing nominating committee; nominations handled by independent directors (including Du) consistent with Nasdaq Rule 5605.
• Audit Committee cadence/mandate: Articles require the Audit Committee to meet at least once each financial quarter and to review/approve related-party transactions and conflicts.
• Independence status: Independent director under Nasdaq listing standards.
• Attendance: Not disclosed in the FY2024 Form 10-K or 2025 proxy materials reviewed.

Fixed Compensation

Performance Compensation

Company disclosures state no compensation of any kind (including finder’s/consulting fees) is paid to directors or their affiliates prior to consummating a business combination; only expense reimbursement is permitted.

Other Directorships & Interlocks

No interlocks with TETEF competitors/customers/suppliers disclosed in company filings reviewed.

Expertise & Qualifications

• Financial expertise: Audit Committee Chair and SEC-defined “financial expert”; BA (Hons) Accounting and MBA.
• Sector experience: Telecom infrastructure (V Telecoms/Aries Telecoms), cloud/tech (RapidCloud), advisory/wealth management (Ingenious).
• Board skills: Audit oversight, related-party review mandate via Articles, compensation oversight as committee member.

Equity Ownership

Sponsor concentration: Technology & Telecommunication LLC (Sponsor) beneficially owned 3,407,500 shares (85.65%) as of Aug 8, 2025; CEO Tek Che Ng may be deemed to share beneficial ownership of Sponsor-held securities.

Insider Trades

Governance Assessment

• Strengths

  • Independent director serving as Audit Committee Chair and SEC “financial expert,” aligning with robust financial oversight expectations.
  • Audit Committee charged by Articles to meet at least quarterly and to review/approve related-party transactions and potential conflicts.

• Alignment and incentives

  • Du reports no personal beneficial ownership in TETEF; alignment via equity is minimal relative to Sponsor’s concentrated ownership (85.65%). This can reduce “skin-in-the-game” for independent directors.
  • No director cash or equity compensation pre-business combination reduces pay-related conflicts but may limit performance-based alignment prior to de-SPAC.

• Conflicts and red flags

  • Sponsor-related financing: substantial non-interest-bearing extension and working capital loans (aggregate extensions ~$2.82M as of May 31, 2025; working capital loans outstanding $1.047M as of Nov 30, 2024) are convertible into units—creating potential conflicts the Audit Committee must oversee.
  • Non-redemption agreements: Sponsor agreed to forfeit/transfer shares or facilitate cash consideration to investors to secure extensions—dilution/conflict risk that independent directors must vet.
  • Corporate opportunity waiver: Articles explicitly renounce corporate opportunities for sponsor-related persons and directors to the fullest extent permitted—an investor-alignment red flag in SPAC structures.
  • Concentrated control: Sponsor retains dominant voting power; public float small—heightened governance risk if board independence is not assertively exercised.

• Process/other risks (context)

  • TETEF securities delisted from Nasdaq (now OTC Pink) as of Jan 23, 2025, reducing liquidity and increasing execution risk for the business combination.
  • CFIUS/foreign person considerations could constrain U.S. deals and timeline, elevating oversight demands on the board.

• Not disclosed/monitor

  • Meeting attendance rates, executive session practices, and director ownership guidelines are not disclosed in reviewed filings—monitor future proxy for updates.

Fixed Compensation (Director)

Performance Compensation (Director)

Equity Ownership (Detail)

Independence statement: Du is independent under Nasdaq rules; serves on audit and compensation committees (audit chair).

Related-Party Exposure Summary (Board Oversight)

• Sponsor loans and working capital advances (convertible to units) and monthly admin fee to Sponsor; Audit Committee charter/Articles require related-party review/approval.
• Articles enshrine a corporate opportunity waiver for sponsor-related persons and directors—requires heightened disclosure and process safeguards when evaluating targets.

Bottom line for investors

• Du brings meaningful audit/finance expertise and independence, with formal authority to review related parties—positive for governance quality.
• Key risks stem from SPAC-specific structural features: extreme sponsor concentration, convertible sponsor loans, non-redemption arrangements, corporate opportunity waivers, and OTC trading status—factors that can challenge perceived alignment and investor confidence unless counterbalanced by strong independent committee processes.