REG - MobilityOne Limited - Update on Proposed Joint Venture with Super Apps

MobilityOneAnnouncement

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RNS Number : 3457V  MobilityOne Limited  04 March 2026

4 March 2026

MobilityOne Limited

("MobilityOne", the "Company" or the "Group")

 

Further update on Proposed Joint Venture with Super Apps

 

MobilityOne (AIM: MBO), the e-commerce infrastructure payment solutions and
platform provider, notes that a preliminary proxy statement/prospectus has
been filed by Tete Technologies Inc., a wholly owned subsidiary of Technology
& Telecommunication Acquisition Corporation ("TETE"), on 3 March 2026 (the
"TETE Proxy Filing") which is available for viewing on the United States
Securities and Exchange Commission's website ("SEC").

 

The TETE Proxy Filing has been filed in draft with the SEC and remains subject
to approval. The purpose of the TETE Proxy Filing is to provide TETE
shareholders with information on the proposals ahead of seeking approval from
TETE shareholders for the Merger Exercise itself.

 

The TETE Proxy Filing notes, amongst other matters, that an extraordinary
general meeting will be convened for 9:00a.m., Eastern Time, on 31 March 2026.

 

Part of the text of the TETE Proxy Filing is set out below:

 

"You are cordially invited to attend the extraordinary general meeting of the
shareholders of Technology & Telecommunication Acquisition Corporation
("TETE", "we", "our", or "us"), which will be held at 9:00.am., Eastern Time,
on March 31, 2026. The Extraordinary General Meeting will be held in person at
C3-2-23A, Jalan 1/152, Taman OUG Parklane, Off Jalan Kelang Lama, 58200 Kuala
Lumpur, Malaysia and via virtual meeting format setting. You can participate
in the Extraordinary General Meeting, vote, and submit questions via live
webcast by visiting https://www.cstproxy.com/tete/bc2026 with the password of
9350383# and entering the voter control number included on your proxy card.
This proxy statement/prospectus includes additional instructions on how to
access the extraordinary general meeting and how to listen, vote, and submit
questions from home or any remote location with Internet connectivity.

 

TETE is a Cayman Islands exempted company incorporated as a blank check
company for the purpose of entering into a merger, share exchange, asset
acquisition, stock purchase, recapitalization, reorganization or other similar
business combination with one or more businesses or entities, which TETE
refers to as a "target business." The business combination will be completed
through a two-step process consisting of the Reincorporation Merger (as
defined below) and the Acquisition Merger (as defined below). The
Reincorporation Merger and the Acquisition Merger are collectively referred to
herein as the "Business Combination."

 

TETE has entered into an amended and restated agreement and plan of merger,
dated as of August 2, 2023 (as it may be amended from time to time, the
"Merger Agreement" or "Business Combination Agreement"), which provides for a
Business Combination between TETE and Bradbury Capital Holdings Inc., a Cayman
Islands exempted company ("Holdings"). Pursuant to the Merger Agreement, the
Business Combination will be effected in two steps: (i) TETE will
reincorporate in the Cayman Islands by merging with and into TETE TECHNOLOGIES
INC, a Cayman Islands exempted company and wholly owned subsidiary of TETE
("PubCo"), with PubCo remaining as the surviving publicly traded entity (the
"Reincorporation Merger"); (ii) after the Reincorporation Merger, TETE
INTERNATIONAL INC ("Merger Sub"), a Cayman Islands exempted company and wholly
owned subsidiary of PubCo, will be merged with and into Holdings, resulting in
Holdings being a wholly owned subsidiary of PubCo (the "Acquisition Merger").
The Merger Agreement is by and among TETE, PubCo, Merger Sub, Holdings, Super
Apps Holdings Sdn. Bhd., a Malaysian private limited company and wholly owned
subsidiary of Holdings, Technology & Telecommunication LLC, as the
representative of the shareholders of TETE, and Loo See Yuen, an individual as
the representative of the shareholders of Holdings.

 

The aggregate consideration for the Acquisition Merger is $1,100,000,000,
payable in the form of 110,000,000 newly issued PubCo Ordinary Shares (the
"Closing Payment Shares") valued at $10.00 per share, of which $235,000,000
shall be paid at Closing with the remaining $865,000,000 payable subject to
the earn-out provisions set forth in the Merger Agreement, to Holdings and its
shareholders in accordance with the terms of the Merger Agreement. At the
closing of the Acquisition Merger, the issued and outstanding shares in
Holdings held by the former Holdings shareholders will be cancelled and cease
to exist, in exchange for the issuance of the Closing Payment Shares, 10% of
which are to be issued and held in escrow to satisfy any indemnification
obligations incurred under the Merger Agreement. At the closing of the
Acquisition Merger, the one fully paid share in Merger Sub held by PubCo will
become one fully paid share in the surviving corporation, so that Holdings
will become a wholly-owned subsidiary of PubCo. Holders of TETE ordinary
shares will be asked to approve, among other things, the Merger Agreement and
the other related Proposals. The combined company, i.e. the surviving entity
of the Reincorporation Merger, after the Business Combination is referred to
in this proxy statement/prospectus/prospectus as the "Combined Company."

 

Background to the Proposed Disposal

 

As previously announced, M1 Malaysia will receive cash payments of RM40.0
million (c.£6.84 million) and RM20.0 million (c.£3.42 million) from Super
Apps within 14 days and 180 days, respectively, of completion of the Business
Combination. In accordance with the terms of the Joint Venture Agreement, M1
Malaysia has also guaranteed that OneShop Retail Sdn Bhd ("1Shop"), the
Group's wholly-owned subsidiary, will achieve revenues of at least totaling
$125 million in annual revenue for 2026 or any other mutually agreed upon
period (the "Revenue Target").

 

Under the Joint Venture Agreement between Super Apps and MobilityOne, after
consummation of the Business Combination MobilityOne will provide technical
and business support to 1Shop. MobilityOne will carve-out part of its existing
electronic voucher business of selling mobile airtime, PayTV vouchers, game
credits and other form of e-vouchers into 1Shop aimed at achieving the Revenue
Target. As further consideration of M1 Malaysia's undertakings and guarantee
of achieving the Revenue Target, Super Apps shall cause TETE to issue shares
in TETE to MobilityOne with aggregate value of RM20.0 million (c.£3.42
million) (the "TETE Shares") upon 1Shop achieving the Revenue Target. In the
event that the Business Combination is consummated and the Revenue Target is
not achieved, MobilityOne will not be entitled to the TETE Shares.

 

As separately announced by the Company on 1 March 2024, the payment of the
consideration to MobilityOne as set out above in relation to the terms of the
Share Sale Agreement between M1 Malaysia and Super Apps concerning the
disposal by M1 Malaysia of a 60% shareholding in the Group's wholly-owned
subsidiary 1Shop to Super Apps (the "Disposal") is subject to the completion
of the Merger Exercise and such consideration payments will be dependent on
timings for completion of the Merger Exercise which remains subject to, inter
alia, approval from the SEC.

 

The Company will release further announcements as and when appropriate.

 

Unless otherwise defined herein, the capitalised defined terms used in this
announcement have the same meaning as those used in the Company's announcement
on 19 October 2022.

 

For further information, please contact:

 

MobilityOne
Limited
+6 03 89963600

Dato' Hussian A. Rahman,
CEO                                                        www.mobilityone.com.my

har@mobilityone.com.my

 

Allenby Capital Limited

(Nominated Adviser and
Broker)                                                        +44
20 3328 5656

Nick Athanas / Vivek Bhardwaj

 

 

About the Group:

 

MobilityOne is one of the leading virtual distributors of mobile prepaid
reload and bill payment services in Malaysia. With connections to various
service providers across industries such as banking, telecommunications,
utilities, government agencies, and transportation, the Group operates through
multiple distribution channels including mobile wallets, e-commerce sites, EDC
terminals, automated teller machines, kiosks, and internet & mobile
banking. Holding licenses in regulated spaces including acquiring, e-money,
remittance and lending, the Group offers a range of services to the market,
including wallet, internet, and terminal-based payment services, white label
e-money, remittance, lending, and custom fintech ecosystems for communities.
The Group's flexible, scalable technology platform enables cash, debit card,
and credit card transactions from multiple devices while providing robust
control and monitoring of product and service distribution.

 

For more information, refer to our website at www.mobilityone.com.my
(http://www.mobilityone.com.my)

 

 

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