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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Tio Tech A | NASDAQ:TIOA | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.18 | 10.18 | 10.20 | 0 | 01:00:00 |
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Cayman Islands
|
001-40317
|
N/A
|
||
(State or Other Jurisdiction
of Incorporation)
|
(Commission File Number)
|
(IRS Employer
Identification No.)
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange
on which registered
|
||
Units, each consisting of one Class A ordinary share, $0.0001 par value, and
one-third
of one redeemable warrant
|
TIOAU
|
The Nasdaq Stock Market LLC
|
||
Class A ordinary shares, par value $0.0001 par value
|
TIOA
|
The Nasdaq Stock Market LLC
|
||
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
|
TIOAW
|
The Nasdaq Stock Market LLC
|
Large accelerated filer
|
☐ | Accelerated filer | ☐ | |||
Non-accelerated
filer
|
☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
June 30,
2021 |
||||
Assets:
|
||||
Current Assets:
|
||||
Cash
|
$ | 1,007,612 | ||
Prepaid Expenses
|
287,379 | |||
Receivable from Related Party
|
25,000 | |||
|
|
|||
Total current assets
|
1,319,991 | |||
Prepaid Expenses –
Non-current
|
179,051 | |||
Investments held in Trust Account
|
345,006,782 | |||
|
|
|||
Total Assets
|
$ | 346,505,824 | ||
|
|
|||
Liabilities and Shareholders’ Deficit
|
||||
Current liabilities:
|
||||
Accrued costs and expenses
|
$ | 113,687 | ||
|
|
|||
Total current liabilities
|
113,687 | |||
Warrant liabilities
|
16,792,926 | |||
Deferred
Underwriter’s
discount
|
9,450,000 | |||
|
|
|||
Total liabilities
|
26,356,613 | |||
|
|
|||
Commitments and contingencies
|
||||
Class A ordinary shares subject to possible redemption,
34,500,000
shares at redemption value as of June 30, 2021
|
345,000,000 | |||
Shareholders’ Deficit:
|
||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
— | |||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 0
issued and outstanding (excluding
shares subject to possible redemption) as of June 30, 2021
|
— | |||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding as of June 30, 2021
|
863 | |||
Accumulated deficit
|
(24,851,652 |
)
|
||
|
|
|||
Total shareholders’ deficit
|
(24,850,789 | ) | ||
|
|
|||
Total Liabilities and Shareholders’ Deficit
|
$ | 346,505,824 | ||
|
|
Three months ended
June 30, 2021 |
For the period from
February 8, 2021 (inception) through June 30, 2021 |
|||||||
Formation and operating costs
|
$ | 315,298 | $ | 331,302 | ||||
|
|
|
|
|||||
Loss from operations
|
(315,298 | ) | (331,302 | ) | ||||
|
|
|
|
|||||
Other income/(expense):
|
||||||||
Income on marketable securities held in trust
|
6,782 | 6,782 | ||||||
Offering cost allocated to warrants
|
|
|
(749,481
|
)
|
|
|
(749,481
|
)
|
Change in fair value of warrant liabilit
ies
|
7,354,160 | 7,354,160 | ||||||
|
|
|
|
|||||
Total other income
|
6,611,461 | 6,611,461 | ||||||
|
|
|
|
|||||
Net Income
|
6,296,163 | 6,280,159 | ||||||
|
|
|
|
|||||
Weighted average non-redeemable Class A and Class B ordinary shares outstanding, basic and diluted
|
8,451,923 | 8,114,362 | ||||||
|
|
|
|
|||||
Basic and diluted net income per
non-redeemable
ordinary
share
|
$ | 0.15 | $ | 0.15 | ||||
|
|
|
|
|||||
Weighted average
Class A
ordinary
shares subject to possible redemption outstanding, basic and diluted
|
34,331,250 | 34,331,250 | ||||||
|
|
|
|
|||||
Basic and diluted net income per
ordinary
share subject to possible redemption
|
$ | 0.15 | $ | 0.15 | ||||
|
|
|
|
|
|
Ordinary
|
|
|
|
|
|
Accumulated
Deficit
|
|
|
Total
Shareholders’
Deficit
|
|
||||||||||||||||
|
|
Class A
|
|
|
Class B
|
|
|
Additional
|
|
|||||||||||||||||||
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Paid-in
Capital
|
|
|||||||||||||
Balance as of February 8, 2021
(Inception Date) |
— | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Founder shares on February 10,
2021 |
— | — | 8,625,000 | 863 | 24,137 | — | 25,000 | |||||||||||||||||||||
Net income
|
— | — | — | — | — | (16,004 | ) | (16,004 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of March 31, 2021
|
|
|
—
|
|
|
$
|
—
|
|
|
|
8,625,000
|
|
|
$
|
863
|
|
|
$
|
24,137
|
|
|
$
|
(16,004
|
)
|
|
$
|
8,996
|
|
Sale of 30,000,000 Units on April 12, 2021 through IPO, net of warrant liabilities
|
30,000,000 | 3,000 | — | — | 285,593,793 | — | 285,596,793 | |||||||||||||||||||||
Sale of 4,500,000 Units on April 15, 2021
through over-allotment, net of warrant liabilities |
4,500,000
|
450
|
— | — | 42,839,069 | — | 42,839,519 | |||||||||||||||||||||
Excess cash received on sale of 5,083,333
Private Placement Warrants on April 12, 2021 |
— | — | — | — | 41,602 | — | 41,602 | |||||||||||||||||||||
Underwriters’ discount for IPO and over-
allotment |
— | — | — | — | (5,400,000 | ) | — | (5,400,000 | ) | |||||||||||||||||||
Deferred underwriters’ discount for IPO and
over-allotment |
— | — | — | — | (9,450,000 | ) | — | (9,450,000 | ) | |||||||||||||||||||
Other offering costs
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(533,343
|
)
|
|
|
—
|
|
|
|
(533,433
|
)
|
Allocation of warrant costs charged to expense
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
749,481
|
|
|
|
—
|
|
|
|
749,481
|
|
Maximum number of redeemable shares
|
|
|
(34,500,000
|
)
|
|
|
(3,450
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(315,146,059
|
)
|
|
|
(29,850,491
|
)
|
|
|
(345,000,000
|
)
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
6,296,163
|
|
|
|
6,296,163
|
|
Reclass of negative Additional paid-in capital
|
— | — | — | — |
1,281,320
|
(1,281,320 | ) | — | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of June 30, 2021
|
|
—
|
|
$
|
—
|
|
|
8,625,000
|
|
$
|
863
|
|
$
|
—
|
$
|
(24,851,652
|
) |
$
|
(24,850,789
|
) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From
February 8, 2021 to June 30, 2021 |
||||
Cash flows from operating activities:
|
||||
Net income
|
$ | 6,280,159 | ||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||
Interest earned on cash and Investments held in Trust Account
|
(6,782 | ) | ||
Offering costs allocated to warrants
|
749,481 | |||
Change in fair value of warrant liabilit
ies
|
(7,354,160 | ) | ||
Changes in operating assets and liabilities:
|
||||
Prepaid assets
|
(466,430 | ) | ||
Accrued costs and expenses
|
113,687 | |||
Receivable – related part
y
|
|
|
25,000
|
|
|
|
|||
Net cash used in operating activities
|
(659,045 | ) | ||
|
|
|||
Cash Flows from Investing Activities:
|
||||
Investment of cash in Trust Account
|
(345,000,000 | ) | ||
|
|
|||
Net cash used in investing activities
|
(345,000,000 | ) | ||
Cash Flows from Financing Activities:
|
||||
Proceeds from initial public offering, net of
Underwriter’s
discount
|
339,600,000 | |||
Proceeds from issuance of Private Placement Warrants
|
7,625,000 | |||
Repayment of promissory note – related party
|
(149,889 | ) | ||
Payment of offering costs
|
(408,454 | ) | ||
|
|
|||
Net cash provided by financing activities
|
346,666,657 | |||
|
|
|||
Net change in cash
|
1,007,612 | |||
Cash, beginning of period
|
— | |||
|
|
|||
Cash, end of the period
|
$ | 1,007,612 | ||
|
|
|||
Supplemental disclosure of cash flow information:
|
||||
Initial classification of warrant liabilit
ies
|
$ | 24,147,086 | ||
|
|
|||
Initial classification of Class A ordinary shares subject to possible redemption
|
$ | 345,000,000 | ||
|
|
|||
Deferred underwriting commissions charged to additional paid in capital
|
$ | 9,450,000 | ||
|
|
|
|
As of April 12, 2021
|
|
|||||||||
|
|
As Previously
Reported |
|
|
Restatement
Adjustment |
|
|
As Revised
|
|
|||
Total liabilities
|
|
$
|
32,399,652
|
|
|
$
|
—
|
|
|
$
|
32,399,652
|
|
Commitments & Contingencies
|
|
|
|
|||||||||
Class A ordinary shares subject to possible redemption
|
|
|
310,261,580
|
|
|
|
34,738,420
|
|
|
|
345,000,000
|
|
Shareholders’ Equity:
|
|
|
|
|||||||||
Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized
|
|
|
347
|
|
|
|
(347
|
)
|
|
|
—
|
|
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized
|
|
|
863
|
|
|
|
—
|
|
|
|
863
|
|
Additional paid-in capital
|
|
|
5,017,286
|
|
|
|
(5,017,262
|
)
|
|
|
—
|
|
Accumulated deficit
|
|
|
(18,470
|
)
|
|
|
(29,720,811
|
)
|
|
|
(29,739,281
|
)
|
Total shareholders’ equity
|
|
|
5,000,002
|
|
|
|
(34,738,420
|
)
|
|
|
(29,738,418
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders’ Equity
|
|
$
|
347,661,234
|
|
|
$
|
—
|
|
|
$
|
347,661,234
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A ordinary shares subject to redemption
|
|
|
31,026,158
|
|
|
|
3,473,842
|
|
|
|
34,500,000
|
|
|
•
|
|
The Grant can will take place upon the consummation of the Company’s Business Combination
|
|
•
|
|
The Grant can only take place if the Subscriber holds a contractually specified number of IPO shares on the date of the consummation of the Business Combination
|
|
•
|
|
If the Company liquidates or dissolves, the Anchor Investor Agreement terminates
|
For the three
months ended June 30, 2021 |
For the period
February 8 (inception) through June 30, 2021 |
|||||||
Redeemable Class A Common Stock
|
|
|
||||||
Numerator:
|
|
|
||||||
Net loss allocable to Class A common stock subject to possible redemption
|
$ | 5,052,340 | $ | 5,079,576 | ||||
|
|
|
|
|||||
Denominator:
|
||||||||
Weighted average Redeemable Class A common stock, Basic and Diluted
|
34,331,250 | 34,331,250 | ||||||
|
|
|
|
|||||
Basic and diluted net loss per share, redeemable Class A common stock
|
$ | 0.15 | $ | 0.15 | ||||
|
|
|
|
|||||
Non-Redeemable Common Stock
|
||||||||
Numerator:
|
||||||||
|
|
|
|
|||||
Net loss allocable to non-redeemable Class B common stock
|
$ | 1,243,823 | $ | 1,200,583 | ||||
|
|
|
|
|||||
Denominator:
|
||||||||
Weighted average non-redeemable Class B common stock
|
8,451,923 | 8,114,362 | ||||||
|
|
|
|
|||||
Basic and diluted net loss per share, non-redeemable Class B common stock
|
$ | 0.15 | 0.15 | |||||
|
|
|
|
• |
in whole and not in part;
|
• |
at a price of $0.01 per warrant;
|
• |
upon a minimum of 30 days’ prior written notice of redemption; and
|
• |
if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a
30-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
|
• |
in whole and not in part;
|
• |
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares;
|
• |
if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the
30-trading
day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and
|
• |
if the closing price of the Class A ordinary shares for any 20 trading days within a
30-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
|
Level 1 —
|
Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
|
Level 2 —
|
Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.
|
Level 3 —
|
Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
|
|
|
April 12, 2021
(initial measurement) |
|
|
Quoted
Prices
In
Markets (Level 1) |
|
|
Significant
Other Observable Inputs (Level 2) |
|
|
Significant
Other Unobservable Inputs
(Level 3)
|
|
||||
Liabilities:
|
|
|
|
|
||||||||||||
Public warrant liabilities
|
|
$
|
14,403,207
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,403,207
|
|
Private Placement warrant liabilities
|
|
$
|
7,583,398
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,583,398
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant liabilities
|
|
$
|
21,986,605
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,986,605
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 15, 2021
(initial measurement) |
|
|
Quoted
Priced in Active Markets (Level 1) |
|
|
Significant
Other Observable Inputs
(Level 2)
|
|
|
Significant
Other Unobservable Inputs
(Level 3)
|
|
||||
Liabilities
|
|
|
|
|
||||||||||||
Public warrant liabilities, including over-allotment
|
|
$
|
16,563,688
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
16,563,688
|
|
Private warrant liabilities
|
|
$
|
7,583.398
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
7,583.398
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant liabilities
|
|
$
|
24,147,086
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
24,147,086
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2021
|
|
|
Quoted Prices
In Active Markets
(Level 1)
|
|
|
Significant
Other Observable Inputs (Level 2) |
|
|
Significant
Other Unobservable Inputs
(Level 3)
|
|
||||
Assets:
|
|
|
|
|
||||||||||||
U.S. Treasury Securities held in Trust Account
|
|
$
|
345,006,782
|
|
|
$
|
345,006,782
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
||||||||||||
Public warrant liabilities
|
|
$
|
11,500,000
|
|
|
$
|
11,500,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Private warrant liabilities
|
|
$
|
5,292,926
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,292,926
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant Liabilities
|
|
$
|
16,792,926
|
|
|
$
|
11,500,000
|
|
|
$
|
—
|
|
|
$
|
5,292,926
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
2021 |
|
|
April 12, 2021
(Initial Measurement) |
|
||
Share price
|
|
$
|
9.70
|
|
|
$
|
9.51
|
|
Strike price
|
|
$
|
11.50
|
|
|
$
|
11.50
|
|
Term (in years)
|
|
|
5.88
|
|
|
|
6.09
|
|
Volatility
|
|
|
22.2
|
%
|
|
|
24.4
|
%
|
Risk-free rate
|
|
|
1.02
|
%
|
|
|
1.14
|
%
|
|
|
Public
|
|
|
Private
Placement |
|
|
Public
(over-
allotment) |
|
|
Warrant
Liabilities |
|
||||
Fair value as of February 8, 2021 (inception)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fair value as of April 12, 2021 -
i
nitial measurement
|
|
|
14,403,207
|
|
|
|
7,583,398
|
|
|
|
2,160,481
|
|
|
|
24,147,086
|
|
Change in valuation inputs or other assumptions
|
|
|
(4,403,207
|
)
|
|
|
(2,290,472
|
)
|
|
|
(660,481
|
)
|
|
|
(7,354,160
|
)
|
Fair value as of June 30, 2021
|
|
$
|
10,000,000
|
|
|
$
|
5,292,926
|
|
|
$
|
1,500,000
|
|
|
$
|
16,792,926
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
|
•
|
|
The Grant can will take place upon the consummation of the Company’s Business Combination
|
|
•
|
|
The Grant can only take place if the Subscriber holds a contractually specified number of IPO shares on the date of the consummation of the Business Combination
|
|
•
|
|
If the Company liquidates or dissolves, the Anchor Investor Agreement terminates
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
Item 4.
|
Controls and Procedures.
|
Item 1.
|
Legal Proceedings.
|
Item 1A.
|
Risk Factors.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
ITEM 3.
|
Defaults Upon Senior Securities.
|
ITEM 4.
|
Mine Safety Disclosures.
|
ITEM 5.
|
Other Information.
|
Item 6.
|
Exhibits.
|
*
|
These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
|
Dated: October 25, 2021 | TIO TECH A | |||
By: |
/s/ Roman Kirsch
|
|||
Name: | Roman Kirsch | |||
Title: |
Chief Executive Officer
(Principal Executive Officer)
|
1 Year Tio Tech A Chart |
1 Month Tio Tech A Chart |
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