DEF 14A 1 formdef14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE 14A-101)

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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TMT Acquisition Corp

(Name of Registrant as Specified in Its Charter)

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TMT ACQUISITION CORP

A Cayman Islands Exempted Company

(Company Number 378229)

420 Lexington Ave, Suite 2446

New York, NY 10170

LETTER TO SHAREHOLDERS

March 4, 2024

To the Shareholders of TMT Acquisition Corp:

You are cordially invited to attend an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) of TMT Acquisition Corp, a Cayman Islands exempted company (the “Company,” “TMT,” “we,” “us,” or “our”) to be held at the offices of the Company, located at 420 Lexington Avenue, Suite 2446, New York, NY 10170, on March 19, 2024, at 10:00 a.m. Eastern Standard Time or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. The formal meeting and proxy statement for the Extraordinary General Meeting are attached. The Extraordinary General Meeting will also be held virtually. Rather than attending in person, we encourage you to attend via live webcast at https://www.cstproxy.com/tmtacquisitioncorp/2024.

The Extraordinary General Meeting will be held for the purposes of considering and voting upon the following proposals:

The Extension Amendment Proposal: a proposal, by special resolution, to amend (the “Extension Amendment”) the Company’s Second Amended and Restated Memorandum and Articles of Association (the “A&R Memorandum and Articles”) in their entirety and the substitution in their place by the third amended and restated memorandum and articles of association of the Company in the form attached as Annex A hereto (the “Third A&R Memorandum and Articles”), which provides that the Company may elect to extend the date by which the Company has to consummate a business combination (the “Combination Period”) for a total of up to seven (7) times, as follow: (i) one (1) time for an additional three (3) months from March 30, 2024 to June 30, 2024; and subsequently (ii) six (6) times for an additional one (1) month each time from June 30, 2024 to December 30, 2024, if requested by the Sponsor (as defined herein) and upon two calendar days’ advance notice prior to the applicable deadline (such proposal, the “Extension Amendment Proposal”).

If the Extension Amendment Proposal is approved, the Sponsor or its designees will contribute to the Company as a loan, the lesser of (a) $165,000 or (b) $0.10 per public share that is not redeemed, for the additional three (3) month extension from March 30, 2024 to June 30, 2024 and the lesser of (x) $55,000 or (y) $0.03 per public share that is not redeemed, for each month during the subsequent additional one (1) month extensions from June 30, 2024 to December 30, 2024 (“Contribution”), that is needed to complete an initial business combination. Each Contribution will be deposited in the Trust Account (as defined herein) on or prior to the date of the applicable deadline. Any Contribution is conditioned upon the implementation of the Extension Amendment Proposal. No Contribution will occur if the Extension Amendment Proposal is not approved. The amount of each Contribution will not bear interest to the Sponsor as a loan and will be repayable by the Company to the Sponsor or its designees upon consummation of the business combination. If we have not yet completed an initial business combination and opt not to utilize any remaining portion of the extension, then we will liquidate and dissolve promptly in accordance with our charter, and our Sponsor’s obligation to make additional contributions will terminate.

The Adjournment Proposal: a proposal, by ordinary resolution, to adjourn the Extraordinary General Meeting to a later date or dates (the “Adjournment”), if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are insufficient Ordinary Shares represented to approve the Extension Amendment Proposal, (ii) if the holders of TMT’s public shares (the “Public Shareholders”) have elected to redeem an amount of shares in connection with the Extension Amendment such that TMT would not adhere to the continued listing requirements of the Nasdaq Stock Market LLC (“Nasdaq”), or (iii) if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposal (the “Adjournment Proposal”).

Each of the Extension Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE EXTENSION AMENDMENT PROPOSAL AND, IF PRESENTED, THE ADJOURNMENT PROPOSAL.

The purpose of the Extension Amendment Proposal is to modify the terms under which the Company can extend the time to complete an initial business combination by depositing the new Contribution amounts into the trust account established by the Company upon consummation of its IPO (“Trust Account”) pursuant to the terms of the Third A&R Memorandum and Articles. Each extension currently requires greater contribution amounts to be put into the Trust Account in accordance with the terms of the A&R Memorandum and Articles and the Investment Management Trust Agreement by and between the Company and Continental Stock Transfer & Trust Company (“CST”), dated as of March 27, 2023 (the “Trust Agreement”).

Pursuant to the A&R Memorandum and Articles and the Trust Agreement, TMT may, but is not obligated to, extend the Combination Period up to three times, each by an additional three months (for a total of up to 21 months), without submitting such proposed extensions to our shareholders for approval or offering our public shareholders redemption rights. Pursuant to the terms of the A&R Memorandum and Articles and the Trust Agreement, in order to extend the Combination Period, 2TM Holding LP, a Delaware limited partnership (the “Sponsor”) or its affiliates or designees, upon ten (10) days advance notice prior to the applicable deadline, must deposit into the Trust Account $600,000 ($0.10 per share), on or prior to the date of the applicable deadline, for each three (3) month extension (or up to an aggregate of $1,800,000, or $0.30 per share, if we extend for the full nine (9) months). Any such payments would be made in the form of a promissory note. Any such promissory notes will be non-interest bearing and payable upon the consummation of our initial business combination or, at the lender’s discretion, convertible upon consummation of our initial business combination into additional private units at a price of $10.00 per unit.

On December 4, 2023, TMT announced that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated December 1, 2023, by and among TMT, TMT Merger Sub, Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of TMT (“TMT Merger Sub”), and eLong Power Holding Limited, a Cayman Islands exempted company (“eLong Power”). On February 29, 2024, TMT filed a Form 8-K to disclose that TMT had entered into an Amended and Restated Agreement and Plan of Merger (the “A&R Merger Agreement”), dated February 29, 2024, by and among TMT, eLong Power, and ELong Power Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of eLong Power (“Merger Sub”), which replaced TMT Merger Sub as a party. The A&R Merger Agreement was entered into to modify the structure of the Merger (as defined below) as described below, while the overall economic terms of the Business Combination contained in the Merger Agreement remain unchanged.

The A&R Merger Agreement provides that, among other things and upon the terms and subject to the satisfaction of certain customary conditions, the following transactions will occur (together with the other agreements and transactions contemplated by the A&R Merger Agreement (the “eLong Power Business Combination”), and in accordance with the Cayman Companies Act, as amended):

(i)	Merger Sub will merge with and into the TMT, the separate corporate existence of Merger Sub will cease, and TMT will be the surviving corporation and a wholly-owned subsidiary of eLong Power (the “Merger”);

(ii)	Immediately prior to the effective time of the Merger (the “Effective Time”), eLong Power will effect a reverse share split of eLong Power’s Class A ordinary shares, par value $0.00001 per share (the “eLong Power Class A Ordinary Shares”), and eLong Power’s Class B ordinary shares, par value $0.00001 per share (the “eLong Power Class B Ordinary Shares”, together with the eLong Power Class A Ordinary Shares, the “eLong Power Ordinary Shares”), such that, immediately thereafter, eLong Power will have forty-five million (45,000,000) eLong Power Ordinary Shares, issued and outstanding, comprising thirty-nine million four hundred seventeen thousand seventy-eight (39,417,078) eLong Power Class A Ordinary Shares and five million five hundred eighty-two thousand nine hundred twenty-two (5,582,922) eLong Power Class B Ordinary Shares issued and outstanding, less the number of shares reserved for issuance upon exercise of the eLong Power Warrants (as defined below). The ratio of the reverse share split is based on a valuation of eLong Power of four hundred fifty million U.S. Dollars ($450,000,000). Immediately prior to the Effective Time, each of TMT’s units will automatically separate and each of the TMT rights will automatically convert into two-tenths (2/10) of one (1) TMT ordinary share (a “TMT Ordinary Share”).

(iii)	Upon consummation of the Merger (“Closing”), among other things, eLong Power will acquire each outstanding TMT Ordinary Share (other than shares owned by TMT and dissenting shares) in exchange for eLong Power Class A Ordinary Shares on a one-for-one basis (the “Merger Consideration”). Accordingly, TMT shareholders will become shareholders of eLong Power upon consummation of the Merger.

(iv)	The eLong Power Class B Ordinary Shares are held by one shareholder of the Company (the “Majority Shareholder”). The Majority Shareholder has the right to receive additional contingent consideration of up to nine million (9,000,000) eLong Power Class A Ordinary Shares (the “Earnout”). At the Effective Time, the shares underlying the Earnout (the “Earnout Shares”), shall be issued and held in escrow and will be released to the Majority Shareholder if and to the extent certain revenue-based milestones are achieved by the combined company and its subsidiaries during calendar years 2024 and 2025. In addition, the Majority Shareholder will be entitled to receive the Earnout Shares in the event there occurs any transaction resulting in a change of control during the period of time that the Earnout Shares are held in escrow.

(v)	Three hundred thousand (300,000) of the Majority Shareholder’s eLong Power Class B Ordinary Shares will be held in escrow for two (2) years after the closing of the Business Combination (the “Closing Date”) as security for certain indemnification obligations of eLong Power.

(vi)	eLong Power currently has outstanding warrants (the “eLong Power Warrants”), some of which may not be able to be exercised prior to the Closing Date as certain commercial and regulatory approvals needed in the People’s Republic of China for such holders of eLong Power Warrants may not have been received. For that reason, if there are eLong Power Warrants outstanding one (1) business day prior to the Closing, eLong Power will reserve the number of eLong Power Class A Ordinary Shares that will be issuable pursuant to the eLong Power Warrants once exercised.

The Company is proposing to modify the terms of the Contributions required to extend the deadline for the Combination Period for a period of three (3) months from March 30, 2024 to June 30, 2024 and to further extend on a monthly basis for up to six (6) times for an additional one (1) month each time from June 30, 2024 to December 30, 2024 as described above pursuant to the terms of the Third A&R Memorandum and Articles. The Company believes the modified Contributions will help avoid any risk that such persons are unable to deposit the full $600,000 ($0.10 per share) for each extension originally required pursuant to the terms of the A&R Memorandum and Articles. In connection therewith, the Company is providing shareholders with the opportunity to redeem their ordinary shares as described herein, which they would not be able to do if the Company extended its corporate existence by depositing $600,000 ($0.10 per share) pursuant to the terms of the A&R Memorandum and Articles.

Accordingly, the board of directors of the Company (the “Board”) has determined that it is in the best interests of TMT shareholders to approve the Extension Amendment Proposal so as to modify the Contribution amounts required to extend the date by which the Company must consummate an initial business combination in accordance with the provisions of the Third A&R Memorandum and Articles.

The holders of ordinary shares issued in the Company’s IPO (the “public shares”) may elect to redeem their public shares for their pro rata portion of the funds held in the Trust Account (including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes) (less up to US$61,200 of interest to pay dissolution expenses), less any taxes we anticipate will be owed, but have not yet been paid (calculated as of two business days prior to the Extraordinary General Meeting), if the Extension is implemented (the “Redemption”). Holders of public shares do not need to vote on the Extension Amendment Proposal, or be a holder of record on the record date to exercise their redemption rights. The per-share pro rata portion of the Trust Account on the record date after taking into account taxes owed but not paid by such date (which is expected to be the same approximate amount two business days prior to the Extraordinary General Meeting) was approximately $10.66. The closing price of the Company’s ordinary shares on the record date was $0.22. The Company cannot assure shareholders that they will be able to sell their ordinary shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.

Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of Ordinary Shares, voting as a single class, who are present in person or virtually, or represented by proxy and entitled to vote thereon, and who vote thereon, at the Extraordinary General Meeting.

We will not proceed with the Extension Amendment if we would not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the Redemptions.

If the Extension Amendment Proposal is not approved and the Sponsor or its affiliates or designees do not elect to extend our corporate existence as described above, we may not be able to consummate the eLong Power Business Combination or another initial business combination by March 30, 2024, and, in accordance with A&R Memorandum and Articles, in such event we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to US$61,200 of interest to pay dissolution expenses), divided by the number of the public shares of the Company then in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of the ordinary shares and the Board, dissolve and liquidate, as described in more detail in this proxy statement.

The purpose of the Adjournment Proposal, if presented, is to allow the Company to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are insufficient Ordinary Shares of the Company represented (either in person or by proxy) to approve the Extension Amendment Proposal, or (ii) if the holders of TMT’s public shares have elected to redeem an amount of shares in connection with the Extension Amendment such that TMT would not adhere to the continued listing requirements of Nasdaq; or (iii) if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposal.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares, who are present in person or virtually, or represented by proxy and entitled to vote thereon, and who vote thereon, at the Extraordinary General Meeting.

The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal at the Extraordinary General Meeting or if due to redemptions in connection with the Extension Amendment, the Company would not adhere to the continued listing requirements of Nasdaq, or if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposal.

The Board has fixed the close of business on February 22, 2024, as the record date for determining the Company’s shareholders entitled to receive notice of and to vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof. A complete list of shareholders of record entitled to vote at the Extraordinary General Meeting will be available for ten days before the Extraordinary General Meeting at the Company’s principal executive offices for inspection by shareholders during ordinary business hours for any purpose germane to the Extraordinary General Meeting.

AFTER CAREFUL CONSIDERATION OF ALL RELEVANT FACTORS, THE BOARD HAS DETERMINED THAT THE EXTENSION AMENDMENT PROPOSAL AND, IF NECESSARY, THE ADJOURNMENT PROPOSAL ARE IN THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS, HAS DECLARED IT ADVISABLE AND RECOMMENDS THAT YOU VOTE OR GIVE INSTRUCTION TO VOTE “FOR” THE EXTENSION AMENDMENT PROPOSAL, AND, IF NECESSARY, “FOR” THE ADJOURNMENT PROPOSAL.

It is strongly recommended that you complete and return your proxy card or vote online without delay, no later than the time appointed for the Extraordinary General Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your shares in person or through the virtual meeting platform if you subsequently choose to attend the Extraordinary General Meeting. If you fail to return your proxy card and do not attend the Extraordinary General Meeting, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. You may revoke a proxy at any time before it is voted at the Extraordinary General Meeting by executing and returning a proxy card dated later than the previous one, by attending the Extraordinary General Meeting and voting in person or through the virtual meeting platform, or by submitting a written revocation to Laurel Hill Advisory Group LLC, our proxy solicitor, by calling (855) 414-2266. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

Sincerely,

/s/ Dajiang Guo
Dajiang Guo
Chairman of the TMT Board

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting to be held on March 19, 2024: this notice of meeting, the accompany proxy statement and proxy card are available at https://www.cstproxy.com/tmtacquisitioncorp/2024.

TMT ACQUISITION CORP

A Cayman Islands Exempted Company

(Company Number 378229)

420 Lexington Ave, Suite 2446

New York, NY 10170

NOTICE OF EXTRAORDINARY GENERAL MEETING

TO BE HELD ON March 19, 2024

PROXY STATEMENT

To the Shareholders of TMT Acquisition Corp:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Extraordinary General Meeting”) of TMT Acquisition Corp, a Cayman Islands exempted company, company number 378229 (the “Company,” “TMT,” “we,” “us,” or “our”), will be held at the offices of the Company, located at 420 Lexington Avenue, Suite 2446, New York, NY 10170, at 10:00 a.m. Eastern Time, on March 19, 2024, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. The Extraordinary General Meeting will also be held virtually via live webcast. We hope that rather than attending in person, you can join us by using the following live webcast: https://www.cstproxy.com/tmtacquisitioncorp/2024.

The Extraordinary General Meeting will be held for the purposes of considering and voting upon, and if thought fit, passing and approving the following resolutions:

The Extension Amendment Proposal: To resolve as a special resolution that the Company’s Second Amended and Restated Memorandum and Articles of Association (the “A&R Memorandum and Articles”) be deleted in their entirety and the substitution in their place by the third amended and restated memorandum and articles of association of the Company in the form attached as Annex A hereto (the “Third A&R Memorandum and Articles”), which provides that the Company may elect to extend the date by which the Company has to consummate a business combination (the “Combination Period”) for a total of up to seven (7) times, as follow: (i) one (1) time for an additional three (3) months from March 30, 2024 to June 30, 2024; and subsequently (ii) six (6) times for an additional one (1) month each time from June 30, 2024 to December 30, 2024, if requested by the Sponsor (as defined herein) and upon two calendar days’ advance notice prior to the applicable deadline (such proposal, the “Extension Amendment Proposal”);

The Adjournment Proposal: To resolve as an ordinary resolution that the chairman of the Extraordinary General Meeting be directed to adjourn the Extraordinary General Meeting to a later date or dates (the “Adjournment”), if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are insufficient Ordinary Shares represented to approve the Extension Amendment Proposal, (ii) if the holders of TMT’s public shares (the “Public Shareholders”) have elected to redeem an amount of shares in connection with the Extension Amendment such that TMT would not adhere to the continued listing requirements of the Nasdaq Stock Market LLC (“Nasdaq”), or (iii) if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposal (the “Adjournment Proposal”).

Each of the Extension Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE EXTENSION AMENDMENT PROPOSAL, AND IF PRESENTED, THE ADJOURNMENT PROPOSAL.

Pursuant to the A&R Memorandum and Articles and the Trust Agreement, TMT may, but is not obligated to, extend the Combination Period up to three times, each by an additional three months (for a total of up to 21 months), without submitting such proposed extensions to our shareholders for approval or offering our public shareholders redemption rights. Pursuant to the terms of the A&R Memorandum and Articles and the Trust Agreement, in order to extend the Combination Period, 2TM Holding LP, a Delaware limited (the “Sponsor”) or its affiliates or designees, upon ten (10) days advance notice prior to the applicable deadline, must deposit into the Trust Account $600,000 ($0.10 per share), on or prior to the date of the applicable deadline, for each three (3) month extension (or up to an aggregate of $1,800,000, or $0.30 per share, if we extend for the full nine (9) months). Any such payments would be made in the form of a promissory note. Any such promissory notes will be non-interest bearing and payable upon the consummation of our initial business combination or, at the lender’s discretion, convertible upon consummation of our initial business combination into additional private units at a price of $10.00 per unit.

(i)	Merger Sub will merge with and into the TMT, the separate corporate existence of Merger Sub will cease, and TMT will be the surviving corporation and a wholly-owned subsidiary of eLong Power (the “Merger”);

(ii)	Immediately prior to the effective time of the Merger (the “Effective Time”), eLong Power will effect a reverse share split of eLong Power’s Class A ordinary shares, par value $0.00001 per share (the “eLong Power Class A Ordinary Shares”), and eLong Power’s Class B ordinary shares, par value $0.00001 per share (the “eLong Power Class B Ordinary Shares”, together with the eLong Power Class A Ordinary Shares, the “eLong Power Ordinary Shares”), such that, immediately thereafter, eLong Power will have forty-five million (45,000,000) eLong Power Ordinary Shares, issued and outstanding, comprising thirty-nine million four hundred seventeen thousand seventy-eight (39,417,078) eLong Power Class A Ordinary Shares and five million five hundred eighty-two thousand nine hundred twenty-two (5,582,922) eLong Power Class B Ordinary Shares issued and outstanding, less the number of shares reserved for issuance upon exercise of the eLong Power Warrants (as defined below). The ratio of the reverse share split is based on a valuation of eLong Power of four hundred fifty million U.S. Dollars ($450,000,000). Immediately prior to the Effective Time, each of TMT’s units will automatically separate and each of the TMT rights will automatically convert into two-tenths (2/10) of one (1) TMT ordinary share (a “TMT Ordinary Share”).

(iii)	Upon consummation of the Merger (“Closing”), among other things, eLong Power will acquire each outstanding TMT Ordinary Share (other than shares owned by TMT and dissenting shares) in exchange for eLong Power Class A Ordinary Shares on a one-for-one basis (the “Merger Consideration”). Accordingly, TMT shareholders will become shareholders of eLong Power upon consummation of the Merger.

(iv)	The eLong Power Class B Ordinary Shares are held by one shareholder of the Company (the “Majority Shareholder”). The Majority Shareholder has the right to receive additional contingent consideration of up to nine million (9,000,000) eLong Power Class A Ordinary Shares (the “Earnout”). At the Effective Time, the shares underlying the Earnout (the “Earnout Shares”), shall be issued and held in escrow and will be released to the Majority Shareholder if and to the extent certain revenue-based milestones are achieved by the combined company and its subsidiaries during calendar years 2024 and 2025. In addition, the Majority Shareholder will be entitled to receive the Earnout Shares in the event there occurs any transaction resulting in a change of control during the period of time that the Earnout Shares are held in escrow.

(v)	Three hundred thousand (300,000) of the Majority Shareholder’s eLong Power Class B Ordinary Shares will be held in escrow for two (2) years after the closing of the Business Combination (the “Closing Date”) as security for certain indemnification obligations of eLong Power.

(vi)	eLong Power currently has outstanding warrants (the “eLong Power Warrants”), some of which may not be able to be exercised prior to the Closing Date as certain commercial and regulatory approvals needed in the People’s Republic of China for such holders of eLong Power Warrants may not have been received. For that reason, if there are eLong Power Warrants outstanding one (1) business day prior to the Closing, eLong Power will reserve the number of eLong Power Class A Ordinary Shares that will be issuable pursuant to the eLong Power Warrants once exercised.

Accordingly, the board of directors of the Company (the “Board”) has determined that it is in the best interests of TMT shareholders to approve the Extension Amendment Proposal so as to extend the date by which the Company must consummate an initial business combination in accordance with the provisions of the Third A&R Memorandum and Articles.

Even if the Extension Amendment Proposal is approved, the Company may, in its sole discretion, elect not to implement the Extension Amendment Proposal and extend the Company’s life by depositing additional funds into the Trust Account as set forth herein.

Prior to the IPO, in August 2021, the Sponsor purchased 1,437,500 Ordinary Shares for an aggregate purchase price of $25,000, or approximately $0.017 per share. In January 2022, the Sponsor acquired an additional 287,500 Ordinary Shares for no additional consideration, resulting in the Sponsor holding an aggregate of 1,725,000 Founder Shares, or approximately $0.014 per share. In addition, 225,000 of such Founder Shares were forfeited as the underwriters’ over-allotment option in the Issuer’s initial public offering was not exercised.

Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we have sought and will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver only if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our public shares, if we have not completed our business combination within the required time period, or upon the exercise of a redemption right in connection with our business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten (10) years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.20 per public share initially held in the Trust Account, due to claims of such creditors.

The Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.20 per public share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of our company. The Sponsor may not have sufficient funds available to satisfy those obligations. We have not asked the Sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our business combination and redemptions could be reduced to less than $10.20 per public share. In such an event, we may not be able to complete our business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our directors or officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

If the Extension Amendment Proposal is approved and the Combination Period is extended pursuant to the Third A&R Memorandum and Articles, the Company will (i) remove from the Trust Account an amount (the “Withdrawal Amount”) equal to the pro rata portion of funds available in the Trust Account relating to any redeemed public shares, if any, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to US$61,200 of interest to pay dissolution expenses) and (ii) deliver to the holders of such redeemed public shares their pro rata portion of the Withdrawal Amount. The remainder of such funds shall remain in the Trust Account and be available for use by the Company to complete a business combination on or before March 30, 2024. Holders of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on a business combination through the applicable date if the Extension Amendment Proposal is approved and the extension is implemented pursuant to the Third A&R Memorandum and Articles.

The purpose of the Adjournment Proposal, if presented, is to allow the Company to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are insufficient Ordinary Shares of the Company represented virtually or by proxy to approve the Extension Amendment Proposal (ii) if the holders of TMT’s public shares have elected to redeem an amount of shares in connection with the Extension Amendment such that TMT would not adhere to the continued listing requirements of Nasdaq; or (iii) if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposal.

The Adjournment Proposal will only be put forth for a vote if there are insufficient votes to approve the Extension Amendment Proposal at the Extraordinary General Meeting or if due to redemptions in connection with the Extension Amendment, the Company would not adhere to the continued listing requirements of Nasdaq, or if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposal.

To exercise your redemption rights, you must tender your public shares to the Company’s transfer agent at least two business days prior to the Extraordinary General Meeting. You may tender your public shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system. If you hold your public shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the public shares from your account in order to exercise your redemption rights.

The Board has fixed the close of business on February 22, 2024, as the record date for determining the Company’s shareholders entitled to receive notice of and to vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof. A complete list of shareholders of record entitled to vote at the Extraordinary General Meeting will be available for ten (10) days before the Extraordinary General Meeting at the Company’s principal executive offices for inspection by shareholders during ordinary business hours for any purpose germane to the Extraordinary General Meeting.

The accompanying proxy statement is dated March 4, 2024 and is first being mailed to shareholders on or about that date.

By Order of the Board of Directors,

/s/ Dajiang Guo
Dajiang Guo Chairman of TMT Board

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS	1

BACKGROUND	1

RISK FACTORS	4

QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING	8

EXTRAORDINARY GENERAL MEETING OF TMT	19

PROPOSAL 1: THE EXTENSION AMENDMENT PROPOSAL	24

PROPOSAL 2: THE ADJOURNMENT PROPOSAL	27

THE BUSINESS OF THE COMPANY AND CERTAIN INFORMATION ABOUT THE COMPANY	29

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	29

SHAREHOLDER PROPOSALS FOR THE 2024 ANNUAL GENERAL MEETING	30

DELIVERY OF DOCUMENTS TO SHAREHOLDERS	30

WHERE YOU CAN FIND MORE INFORMATION	30

ANNEX A — PROPOSED AMENDMENT TO THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF TMT ACQUISITION CORP	A-1

FORWARD-LOOKING STATEMENTS

We believe that some of the information in this proxy statement constitutes forward-looking statements. You can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intends,” and “continue” or similar words. You should read statements that contain these words carefully because they:

●	discuss future expectations;
●	contain projections of future results of operations or financial condition; or
●	state other “forward-looking” information.

We believe it is important to communicate our expectations to our shareholders. However, there may be events in the future that we are not able to predict accurately or over which we have no control. The cautionary language discussed in this proxy statement provides examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements, including, among other things, claims by third parties against the Trust Account, unanticipated delays in the distribution of the funds from the Trust Account and the Company’s ability to finance and consummate a business combination following the distribution of funds from the Trust Account. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement.

All forward-looking statements included herein attributable to the Company or any person acting on the Company’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, the Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

BACKGROUND

We are a Cayman Islands company incorporated on July 6, 2021, as an exempted company with limited liability. We were incorporated for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as a “target business.”

In August 2021, the Company issued an aggregate of 1,437,500 ordinary shares, as Founder Shares, to the Sponsor for an aggregate purchase price of $25,000, or approximately $0.017 per share. In January 2022, the Sponsor acquired an additional 287,500 Founder Shares for no additional consideration, resulting in the Sponsor holding an aggregate of 1,725,000 ordinary shares, or approximately $0.014 per share. In addition, 225,000 of such Founder Shares were forfeited as the underwriters’ over-allotment option in the Issuer’s initial public offering was not exercised.

On March 30, 2023, the Company consummated its initial public offering (the “IPO”) of 6,000,000 units (the “Units”). Each Unit consists of one ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”) and one right to receive two-tenths (2/10) of one Ordinary Share upon the consummation of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $60,000,000. The Company also granted the underwriters a 45-day option to purchase up to an additional 900,000 units to cover over-allotments, if any.

Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (the “Private Placement”) of 370,000 Units (the “Placement Units”), each Placement Unit consisting of one Ordinary Share and one right, to the Sponsor at a price of $10.00 per Placement Unit, generating total proceeds of $3,700,000. The issuance of the Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

A total of $61,200,000 of the net proceeds from the IPO and the Private Placement were placed in a U.S.-based trust account established for the benefit of the Company’s public shareholders and maintained by Continental Stock Transfer & Trust Company, acting as trustee.

Our management has broad discretion with respect to the specific application of the proceeds of the IPO and the Private Placement that are held out of the Trust Account, although substantially all the net proceeds are intended to be applied generally towards consummating a business combination and working capital.

Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. We presently have no revenue and have had losses since inception from incurring formation and operating costs. We have relied upon the sale of our securities and loans from the Sponsor and other parties to fund our operations.

On April 27, 2023, the Company announced that holders of the Company’s units may elect to separately trade the ordinary shares and rights included in its units, commencing on or about May 1, 2023. The ordinary shares and rights are expected to trade on the Nasdaq Global Market (“Nasdaq”) under the symbols “TMTC” and “TMTCR,” respectively. Units not separated will continue to trade on Nasdaq under the symbol “TMTCU.” Holders of units will need to have their brokers contact the Company’s transfer agent, Continental Stock Transfer & Trust Co., in order to separate the holders’ Units into ordinary shares and rights.

(i)	Merger Sub will merge with and into the TMT, the separate corporate existence of Merger Sub will cease, and TMT will be the surviving corporation and a wholly-owned subsidiary of eLong Power (the “Merger”);

(ii)	Immediately prior to the effective time of the Merger (the “Effective Time”), eLong Power will effect a reverse share split of eLong Power’s Class A ordinary shares, par value $0.00001 per share (the “eLong Power Class A Ordinary Shares”), and eLong Power’s Class B ordinary shares, par value $0.00001 per share (the “eLong Power Class B Ordinary Shares”, together with the eLong Power Class A Ordinary Shares, the “eLong Power Ordinary Shares”), such that, immediately thereafter, eLong Power will have forty-five million (45,000,000) eLong Power Ordinary Shares, issued and outstanding, comprising thirty-nine million four hundred seventeen thousand seventy-eight (39,417,078) eLong Power Class A Ordinary Shares and five million five hundred eighty-two thousand nine hundred twenty-two (5,582,922) eLong Power Class B Ordinary Shares issued and outstanding, less the number of shares reserved for issuance upon exercise of the eLong Power Warrants (as defined below). The ratio of the reverse share split is based on a valuation of eLong Power of four hundred fifty million U.S. Dollars ($450,000,000). Immediately prior to the Effective Time, each of TMT’s units will automatically separate and each of the TMT rights will automatically convert into two-tenths (2/10) of one (1) TMT ordinary share (a “TMT Ordinary Share”).

(iii)	Upon consummation of the Merger (“Closing”), among other things, eLong Power will acquire each outstanding TMT Ordinary Share (other than shares owned by TMT and dissenting shares) in exchange for eLong Power Class A Ordinary Shares on a one-for-one basis (the “Merger Consideration”). Accordingly, TMT shareholders will become shareholders of eLong Power upon consummation of the Merger.

(iv)	The eLong Power Class B Ordinary Shares are held by one shareholder of the Company (the “Majority Shareholder”). The Majority Shareholder has the right to receive additional contingent consideration of up to nine million (9,000,000) eLong Power Class A Ordinary Shares (the “Earnout”). At the Effective Time, the shares underlying the Earnout (the “Earnout Shares”), shall be issued and held in escrow and will be released to the Majority Shareholder if and to the extent certain revenue-based milestones are achieved by the combined company and its subsidiaries during calendar years 2024 and 2025. In addition, the Majority Shareholder will be entitled to receive the Earnout Shares in the event there occurs any transaction resulting in a change of control during the period of time that the Earnout Shares are held in escrow.

(v)	Three hundred thousand (300,000) of the Majority Shareholder’s eLong Power Class B Ordinary Shares will be held in escrow for two (2) years after the closing of the Business Combination (the “Closing Date”) as security for certain indemnification obligations of eLong Power.

(vi)	eLong Power currently has outstanding warrants (the “eLong Power Warrants”), some of which may not be able to be exercised prior to the Closing Date as certain commercial and regulatory approvals needed in the People’s Republic of China for such holders of eLong Power Warrants may not have been received. For that reason, if there are eLong Power Warrants outstanding one (1) business day prior to the Closing, eLong Power will reserve the number of eLong Power Class A Ordinary Shares that will be issuable pursuant to the eLong Power Warrants once exercised.

The Company is proposing to modify the terms of the Contributions required to extend the deadline for the Combination Period as described herein pursuant to the terms of the Third A&R Memorandum and Articles.

RISK FACTORS

You should consider carefully all of the risks described in our (i) Registration Statement on Form S-1 (File No. 333-259879) filed by TMT in connection with its IPO, which became effective on March 27, 2023, and (ii) other reports TMT files with the SEC, before making a voting decision or redemption decision with respect to our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.

There are no assurances that the Extension Amendment will enable us to complete a business combination.

Approving the Extension Amendment involves a number of risks. Even if the Extension Amendment is approved, the Company can provide no assurances that a business combination will be consummated prior to the applicable deadlines. Our ability to consummate any business combination is dependent on a variety of factors, many of which are beyond our control. On December 1, 2023 and February 29, 2024, the Company entered into the Merger Agreement and the A&R Merger Agreement, respectively, with eLong Power, pursuant to which the Company intends to consummation the eLong Power Business Combination as soon as reasonably practicable thereafter. We are required to offer shareholders the opportunity to redeem shares in connection with the Extension Amendment Proposal, and we will be required to offer shareholders redemption rights again in connection with any shareholder vote to approve the eLong Power Business Combination or any initial business combination. Even if the Extension Amendment, the eLong Power Business Combination or any business combination is approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate a business combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Extension Amendment and a Business Combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our shareholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.

In the event the Extension Amendment Proposal is approved and effected, the ability of our public shareholders to exercise redemption rights

SEC Form DEF 14A filed by TMT Acquisition Corp