TMT Acquisition Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

2TM Holding LP

(Last)

(First)

(Middle)

C/O TMT ACQUISITION CORP.

420 LEXINGTON AVENUE, SUITE 2446

(Street)

NEW YORK

10170

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TMT Acquisition Corp. [ TMTC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	03/30/2023	03/30/2023	P		370,000⁽¹⁾	A	$10	2,095,000	D
Ordinary Shares	03/30/2023	03/30/2023	D		225,000	D	⁽²⁾	1,870,000	D
Ordinary Shares	10/23/2023	10/23/2023	J		153,000	D	⁽³⁾	1,717,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
right to receive two-tenths (2/10) of one Ordinary Share	⁽¹⁾	03/30/2023	03/30/2023	P		370,000		03/30/2023	12/30/2024	Ordinary shares	18,500	$10	370,000	D

Explanation of Responses:

1. These 370,000 ordinary shares are included in placement units of the issuer (the "Placement Units") purchased by the Reporting Person 370,000 units at $10.00 per Placement Unit, pursuant to a Private Placement Unit Subscription Agreement, dated March 27, 2023, by and between the Issuer and the Reporting Person. Each Placement Unit consists of one ordinary share and one right to receive two-tenths (2/10) of one ordinary share.

2. These 225,000 ordinary shares were forfeited by the Reporting Person because the underwriters of the initial public offering of the issuer's securities did not exercise their over-allotment option as described in the issuer's registration statement on Form S-1 (File No. 333-259879), as amended.

3. These 153,000 ordinary shares were transferred by the Reporting Person to Intelligent Investments I LLC ("3I") in consideration of consulting services rendered to the Reporting Person by 3I.

Remarks:

(2) 2TM Management LLC is the general partner of 2TM Holding LP.

	/s/ Dahe Zhang By: Dahe Zhang Title: Managing Member of 2TM Management LLC(2)	11/30/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

TMT Acquisition (TMTC) Form 4Change in insider ownership