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Update on Proposed Joint Venture with Super Apps

4 Mar 2026 12:24

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

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Date   Source Headline
9th Apr 20267:00 amRNSResponse to media commentary and speculation
7th Apr 20267:00 amRNSUpdate on Proposed Joint Venture with Super Apps
24th Mar 20269:00 amRNSUpdate on Proposed Joint Venture with Super Apps
16th Mar 20264:01 pmRNSUpdate in relation to Sincere Acres Sdn Bhd
10th Mar 202612:47 pmRNSUpdate on Proposed Joint Venture with Super Apps
10th Mar 202612:47 pmRNSUpdate on Proposed Joint Venture with Super Apps
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27th Feb 20264:24 pmRNSUpdate on Proposed Joint Venture with Super Apps
22nd Jan 20267:00 amRNSMobile Money Transfer Collaboration with bKash
31st Dec 20259:49 amRNSConditional approval re. Islamic digital banking
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22nd Dec 20257:00 amRNSUpdate in relation to Sincere Acres Sdn Bhd
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17th Dec 20257:00 amRNSUpdate in relation to Sincere Acres Sdn Bhd
26th Sep 202512:53 pmRNSHalf-year Report
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30th Jul 202510:43 amRNSResult of AGM
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8th Jul 20257:00 amRNSFinal Results and Restoration in Trading
1st Jul 20257:30 amRNSSuspension - MobilityOne Limited
30th Jun 20254:34 pmRNSDelay in publication of Annual Report and Accounts
18th Jun 20257:00 amRNSTrading update
2nd Jun 20257:00 amRNSUpdate in relation to Sincere Acres Sdn Bhd
23rd Apr 20253:40 pmRNSUpdate on Proposed Joint Venture with Super Apps
28th Feb 20252:12 pmRNSUpdate in relation to Sincere Acres Sdn Bhd
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2nd Jan 20259:26 amRNSUpdate in relation to Sincere Acres Sdn Bhd
27th Sep 20249:52 amRNSHalf-year Report
11th Sep 202412:42 pmRNSResult of AGM
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20th Aug 20247:30 amRNSRestoration - MobilityOne Limited
20th Aug 20247:00 amRNSFinal Results and Restoration in Trading
31st Jul 20248:58 amRNSUpdate in relation to Annual Report and Accounts
3rd Jul 20249:08 amRNSUpdate on Proposed Joint Venture with Super Apps
1st Jul 20247:30 amRNSSuspension - MobilityOne Limited
27th Jun 202412:19 pmRNSAnnual Report and Accounts Delay & Trading update
18th Jun 20245:15 pmRNSUpdate on Proposed Joint Venture with Super Apps
2nd Apr 20247:50 amRNSUpdate on Proposed Joint Venture with Super Apps
8th Mar 20244:04 pmRNSUpdate re Sincere Acres Sdn Bhd
7th Mar 202411:03 amRNSAcquisition of Jejak Semangat Sdn Bhd
1st Mar 20243:19 pmRNSUpdate on Proposed Joint Venture with Super Apps
1st Mar 202410:02 amRNSAmended SSA & Disposal of OneShop Retail Sdn Bhd
19th Jan 202412:47 pmRNSUpdate on Proposed Joint Venture with Super Apps
9th Nov 20232:40 pmRNSUpdate on Proposed Joint Venture with Super Apps
4th Oct 202311:19 amRNSCompletion of Acquisition in Sincere Acres
29th Sep 20239:42 amRNSHalf-year Report
29th Sep 20239:40 amRNSAcquisition of 49% interest in Sincere Acres
3rd Aug 20233:45 pmRNSUpdate on Proposed Joint Venture with Super Apps
25th Jul 20239:38 amRNSUpdate on Proposed Joint Venture with Super Apps

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