Sec Form 4 Filing - 2TM Holding LP @ TMT Acquisition Corp. - 2023-03-30

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
2TM Holding LP
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)
(Last) (First) (Middle)
C/O TMT ACQUISITION CORP., 420 LEXINGTON AVENUE, SUITE 2446
3. Date of Earliest Transaction (MM/DD/YY)
03/30/2023
(Street)
NEW YORK, NY10170
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
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 1,870,000 D
Ordinary Shares 10/23/2023 10/23/2023 J 153,000 D 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
2TM Holding LP
C/O TMT ACQUISITION CORP.
420 LEXINGTON AVENUE, SUITE 2446
NEW YORK, NY10170
X
Signatures
/s/ Dahe Zhang By: Dahe Zhang Title: Managing Member of 2TM Management LLC(2) 11/30/2023
Signature of Reporting Person Date
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.

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).
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