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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
|
(Commission
|
(IRS Employer
|
||
of Incorporation)
|
File Number)
|
Identification No.)
|
Trading
|
Name of each exchange
|
|||
Title of each class
|
Symbol(s)
|
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 | ☒ |
Page
|
||||||
Item 1.
|
1 | |||||
1 | ||||||
2 | ||||||
3 | ||||||
4 | ||||||
5 | ||||||
Item 2.
|
19 | |||||
Item 3.
|
23 | |||||
Item 4.
|
23 | |||||
Item 1.
|
24 | |||||
Item 1A.
|
24 | |||||
Item 2.
|
24 | |||||
Item 3.
|
25 | |||||
Item 4.
|
25 | |||||
Item 5.
|
25 | |||||
Item 6.
|
26 |
Item 1.
|
FINANCIAL STATEMENTS
|
Assets
|
||||
Current Assets:
|
||||
Cash
|
$ | 921,797 | ||
Prepaid expenses
|
268,986 | |||
|
|
|||
Total current assets
|
1,190,783 | |||
Prepaid expenses -
non-current
|
120,637 | |||
Investments held in Trust Account
|
345,011,127 | |||
|
|
|||
Total assets
|
$ | 346,322,547 | ||
|
|
|||
Liabilities, Class A ordinary shares subject to possible redemption and Shareholders’ Deficit
|
||||
Current liabilities:
|
||||
Accounts payable and accrued expenses
|
$ | 45,899 | ||
Due to related party
|
111,479 | |||
|
|
|||
Total current liabilities
|
157,378 | |||
Warrant liabilities
|
12,581,150 | |||
Deferred Underwriters’ discount
|
9,450,000 | |||
|
|
|||
Total liabilities
|
22,188,528 | |||
Commitments and contingencies
|
||||
Class A ordinary shares subject to possible redemption, 34,500,000 shares at redemption value as of September 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 shares issued and outstanding (excluding 34,500,000 shares subject to possible redemption) as of September 30, 2021
|
— | |||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized 8,625,000 shares issued and outstanding
|
863 | |||
Additional
paid-in
capital
|
— | |||
Accumulated deficit
|
(20,866,844 | ) | ||
|
|
|||
Total shareholders’ deficit
|
(20,865,981 | ) | ||
|
|
|||
Total Liabilities, Class A ordinary shares subject to possible redemption and Shareholders’ Deficit
|
$ | 346,322,547 | ||
|
|
|
|
For the three
months ended September 30, 2021 |
|
|
For the period from
February 8, 2021 (inception) through
September 30, 2021
|
|
||
Formation and operating costs
|
$ | 231,313 | $ | 562,615 | ||||
|
|
|
|
|||||
Loss from operations
|
(231,313 | ) | (562,615 | ) | ||||
|
|
|
|
|||||
Other income (expense)
|
||||||||
Income on marketable securities held in trust
|
4,345 | 11,127 | ||||||
Change in fair value of warrant liabilities
|
4,211,776 | 11,565,936 | ||||||
Offering cost allocated to warrants
|
— | (749,481 | ) | |||||
|
|
|
|
|||||
Total other income
|
4,216,121 | 10,827,582 | ||||||
|
|
|
|
|||||
Net income
|
$ | 3,984,808 | $ | 10,264,967 | ||||
|
|
|
|
|||||
Weighted average Class A ordinary shares subject to possible redemption outstanding, basic and diluted
|
34,500,000 | 34,421,512 | ||||||
|
|
|
|
|||||
Basic and diluted net income per ordinary share subject to possible redemption
|
$ | 0.09 | $ | 0.24 | ||||
|
|
|
|
|||||
Weighted average
non-redeemable
Class A and Class B ordinary shares outstanding
|
8,625,000 | 8,315,987 | ||||||
|
|
|
|
|||||
Basic and diluted net income per
non-redeemable
ordinary share
|
$ | 0.09 | $ | 0.24 | ||||
|
|
|
|
|
|
Ordinary Shares
|
|
|
Additional
|
|
|
|
|
|
Total
|
|
||||||||||||||||
|
|
Class A
|
|
|
Class B
|
|
|
Paid-In
|
|
|
Accumulated
|
|
|
Shareholders’
|
|
|||||||||||||
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Deficit
|
|
|||||||
Balance as of February 8, 2021 (Inception)
|
— | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Founder shares on February 10, 2021
|
— | — | 8,625,000 | 863 | 24,137 | — | 25,000 | |||||||||||||||||||||
Net loss
|
— | — | — | — | — | (16,004 | ) | (16,004 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of March 31, 202
1
|
|
—
|
|
$
|
—
|
|
|
8,625,000
|
|
$
|
863
|
|
$
|
24,137
|
|
$
|
(16,004
|
)
|
$
|
8,996
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Excess cash received on sale of 5,083,333
Private Placement Warrants on April 12, 2021
|
— | — | — | — | 41,602 | — | 41,602 | |||||||||||||||||||||
Class A ordinary shares subject to possible redemption
|
— | — | — | — | (65,739 | ) | (31,131,811 | ) | (31,197,550 | ) | ||||||||||||||||||
Net income
|
— | — | — | — | — | 6,296,163 | 6,296,163 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of June 30, 2021
|
|
—
|
|
$
|
—
|
|
|
8,625,000
|
|
$
|
863
|
|
$
|
—
|
|
$
|
(24,851,652
|
)
|
$
|
(24,850,789
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income
|
— | — | — | — | — | 3,984,808 | 3,984,808 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of September 30, 202
1
|
|
—
|
|
$
|
—
|
|
|
8,625,000
|
|
$
|
863
|
|
$
|
—
|
|
$
|
(20,866,844
|
)
|
$
|
(20,865,981
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities:
|
||||
Net income
|
$ | 10,264,967 | ||
Adjustments to reconcile net
income
to net cash used in operating activities:
|
||||
Interest earned on cash and Investments held in Trust Account
|
(11,127 | ) | ||
Offering costs allocated to warrants
|
749,481 | |||
Change in fair value of warrant liabilities
|
(11,565,936 | ) | ||
Changes in operating assets and liabilities:
|
||||
Prepaid assets
|
(389,623 | ) | ||
Accounts payable and accrued expenses
|
45,899 | |||
Due to related party
|
111,479 | |||
|
|
|||
Net cash used in operating activities
|
(794,860 | ) | ||
|
|
|||
Cash Flows from Investing Activities:
|
||||
Investment held 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 underwriters’ discount
|
339,600,000 | |||
Proceeds from issuance of Private Placement Warrants
|
7,625,000 | |||
Proceeds from related party
|
174,890 | |||
Repayment of promissory note - related party
|
(149,890 | ) | ||
Payments of offering costs
|
(533,343 | ) | ||
|
|
|||
Net cash provided by financing activities
|
346,716,657 | |||
|
|
|||
Net change in cash
|
921,797 | |||
Cash, beginning of the period
|
— | |||
|
|
|||
Cash, end of the period
|
$ | 921,797 | ||
|
|
|||
Supplemental disclosure of noncash investing and financing activities
|
||||
Initial classification of warrant liabilities
|
$ | 24,147,086 | ||
|
|
|||
Initial classification of Class A ordinary shares subject to possible redemption
|
$ | 345,000,000 | ||
|
|
|||
Accretion of Class A ordinary shares to redemption value
|
$ | 31,197,550 | ||
|
|
|
|
|
Deferred underwriting commissions charged to additional paid in capital
|
$ | 9,450,000 | ||
|
|
|
|
As
Reported
|
|
|
Adjustment
|
|
|
As
Restated
|
|
|||
Balance Sheet as of April 12, 2021
|
|
|
|
|||||||||
Ordinary shares
subject to possible redemption ($)
|
|
$
|
267,736,580
|
|
|
$
|
32,263,420
|
|
|
$
|
300,000,000
|
|
Class A
ordinary shares
, $0.0001
par value
|
|
|
323
|
|
|
|
(323
|
)
|
|
|
—
|
|
Class B
ordinary shares
, $0.0001 par value
|
|
|
863
|
|
|
|
—
|
|
|
|
863
|
|
Additional paid-in capital
|
|
|
5,017,286
|
|
|
|
(5,017,286
|
)
|
|
|
—
|
|
Accumulated deficit
|
|
|
(18,470
|
)
|
|
|
(27,245,811
|
)
|
|
|
(27,264,281
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders’ equity (deficit)
|
|
$
|
5,000,002
|
|
|
$
|
(32,263,420
|
)
|
|
$
|
(27,263,418
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares subject to redemption
|
|
|
26,773,658
|
|
|
|
3,226,342
|
|
|
|
30,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
Reported |
|
|
Restatement
Adjustment |
|
|
As
Restated |
|
|||
Statement of Changes in Shareholders’ Equity as of June 30, 2021 (per Form 10-Q filed on October 25, 2021)
|
|
|
|
|||||||||
Sale of 30,000,000 Units on April 12, 2021 through IPO, net of warrant liabilities
|
|
$
|
285,596,793
|
|
|
$
|
(285,596,793
|
)
|
|
$
|
—
|
|
Sale of 4,500,000 Units on April 15, 2021 through over-allotment, net of warrant liabilities
|
|
|
42,839,519
|
|
|
|
(42,839,519
|
)
|
|
|
—
|
|
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
|
)
|
|
|
533,343
|
|
|
|
—
|
|
Allocation of warrant costs charged to expense
|
|
|
749,481
|
|
|
|
(749,481
|
)
|
|
|
—
|
|
Maximum number of redeemable shares
|
|
|
(345,000,000
|
)
|
|
|
345,000,000
|
|
|
|
—
|
|
Class A ordinary shares subject to possible redemption
|
|
$
|
—
|
|
|
$
|
(31,197,550
|
)
|
|
$
|
(31,197,550
|
)
|
Statement of Cash Flows
|
||||||||||||
Supplemental disclosure of cash flow information:
|
||||||||||||
Initial classification of Class A ordinary shares subject to possible redemption
|
345,000,000 | (345,000,000 | ) | — | ||||||||
Class A ordinary shares subject to redemption accretion to redemption value
|
— | (31,197,550 | ) | (31,197,550 | ) |
|
•
|
|
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
|
|
•
|
|
If the Company liquidates or dissolves, the Anchor Investor Agreement terminates
|
For the
Three Months
ended
September 30,
2021
|
For the
Period from
February 8, 2021 (inception) to
September 30,
2021
|
|||||||
Class A ordinary shares subject to possible redemption
|
||||||||
Numerator:
|
||||||||
Net income allocable to Class A ordinary shares subject to possible redemption
|
$ | 3,187,846 | $ | 8,267,580 | ||||
Denominator:
|
||||||||
Weighted Average Redeemable Class A ordinary shares, Basic and Diluted
|
34,500,000 | 34,421,512 | ||||||
|
|
|
|
|||||
Basic and Diluted net income per share, Redeemable Class A Ordinary shares
|
$ | 0.09 | $ | 0.24 | ||||
|
|
|
|
|||||
Class A and Class B
non-redeemable
ordinary shares
|
||||||||
Numerator:
|
||||||||
Net income allocable to Class B ordinary shares not subject to redemption
|
$ | 796,962 | $ | 1,997,387 | ||||
Denominator:
|
||||||||
Weighted Average
Non-Redeemable
Ordinary shares, Basic and Diluted
|
8,625,000 | 8,315,987 | ||||||
|
|
|
|
|||||
Basic and diluted net income per share, ordinary shares
|
$ | 0.09 | $ | 0.24 | ||||
|
|
|
|
• |
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.
|
September 30,
2021 |
Quoted
Priced in
Active
Markets
(Level 1)
|
Significant
Other Observable Inputs Observable Inputs (Level 2) |
Significant
Other Unobservable Inputs
(Level 3)
|
|||||||||||||
Assets:
|
||||||||||||||||
U.S. Treasury Securities held in Trust Account
|
$ | 345,011,127 | $ | 345,011,127 | — |
$
|
— | |||||||||
Liabilities:
|
||||||||||||||||
Public warrant liabilities, including over-allotment
|
8,625,000 | 8,625,000 | — | — | ||||||||||||
Private warrant liabilities
|
3,956,150 | — | — | 3,956,150 | ||||||||||||
● |
|
|
|
|
|
|
|
|
||||||||
Warrant liabilities
|
$ | 12,581,150 |
$
|
8,625,000 | — | $ | 3,956,150 | |||||||||
|
|
|
|
|
|
|
|
|
|
Warrant
Liability
|
|
|
Fair value at December 31, 2020
|
|
$
|
—
|
|
|
|
|
|
|
Initial value of public and private warrant liabilities
|
|
|
24,147,086
|
|
Public warrants reclassified to Level 1
|
|
|
(11,500,000
|
)
|
Change in fair value
|
|
|
(7,354,160
|
)
|
|
|
|
|
|
Fair Value at June 30, 2021
|
|
$
|
5,292,926
|
|
Change in fair value
|
|
|
(1,336,776
|
)
|
|
|
|
|
|
Fair Value at September 30, 2021
|
|
$
|
3,956,150
|
|
|
|
|
|
April 12, 2021
|
||||||||
September 30,
|
(Initial
|
|||||||
2021
|
Measurement)
|
|||||||
Share price
|
$ | 9.67 | $ | 9.51 | ||||
Strike price
|
$ | 11.50 | $ | 11.50 | ||||
Term (in years)
|
6.00 | 6.09 | ||||||
Volatility
|
14.0 | % | 24.4 | % | ||||
Risk-free rate
|
1.15 | % | 1.14 | % |
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
Private
|
|
|
Warrant
|
|
|||
|
|
Public
|
|
|
Placement
|
|
|
Liabilities
|
|
|||
Fair value as of February 8, 2021 (inception)
|
$ | — | $ | — | $ | — | ||||||
Fair value as of April 12, 2021 - initial measurement
|
16,563,688 | 7,583,398 | 24,147,086 | |||||||||
Change in valuation inputs or other assumptions
|
(5,063,688 | ) | (2,290,472 | ) | (7,354,160 | ) | ||||||
|
|
|
|
|
|
|||||||
Fair value as of June 30, 2021
|
|
$
|
11,500,000
|
|
|
$
|
5,292,926
|
|
|
$
|
16,792,926
|
|
Change in valuation inputs or
o
ther assumptions
|
|
|
(2,875,000
|
)
|
|
|
(1,336,776
|
)
|
|
|
(4,211,776
|
)
|
Fair value as of September 30, 2021
|
$ | 8,625,000 | $ | 3,956,150 | $ | 12,581,150 | ||||||
|
|
|
|
|
|
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 Agreement terminates
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk.
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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: November 22, 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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