10-Q

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

TIO TECH A

(Exact Name of Registrant as Specified in its Charter)


Cayman Islands	001-40317	N/A
(State or Other Jurisdiction of Incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

Unter den Linden 21

10117 Berlin

Germany

(Address of Principal Executive Offices) (Zip Code)

+49 30 2092 4040

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name, Former Address and former Fiscal Year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:


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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T (§

232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule

12b-2

of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2 of

the Exchange Act). ☒ Yes ☐ No

As of August 12, 2022, there were

34,500,000 Class A ordinary shares, $0.0001 par value and 8,625,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements		1
	Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021 (Audited)		1
	Condensed Statements of Operations for the Three and Six Months Ended June 30, 2022, Three Months Ended June 30, 2021 and the period from February 8, 2021 (inception) through June 30, 2021 (Unaudited)		2
	Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2022, Three Months Ended June 30, 2021 and the period from February 8, 2021 (inception) through June 30, 2021 (Unaudited)		3
	Condensed Statements of Cash Flows for the Six Months Ended June 30, 2022 and the period from February 8, 2021 (inception) through June 30, 2021 (Unaudited)		4
	Notes to Unaudited Condensed Financial Statements		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		24
Item 4.	Controls and Procedures		24
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		26
Item 1A.	Risk Factors		26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		27
Item 3.	Defaults Upon Senior Securities		27
Item 4.	Mine Safety Disclosures		27
Item 5.	Other Information		27
Item 6.	Exhibits		28


	June 30, 2022			December 31, 2021
	(Unaudited)
Assets
Current Assets:
Cash	$	99,395		$	763,789
Prepaid expenses		209,127			250,593

Total current assets		308,522			1,014,382
Prepaid expenses- non-current		—			62,223
Investments held in Trust Account		345,279,811			345,017,891

Total assets	$	345,588,333		$	346,094,496

Liabilities, Class A ordinary shares subject to possible redemption and Shareholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	840,012		$	315,731
Due to related party		—			156,479

Total current liabilities		840,012			472,210
Warrant liabilities		1,664,514			15,080,809
Deferred Underwriters’ discount		9,450,000			9,450,000

Total liabilities		11,954,526			25,003,019
Commitments and contingencies
Class A ordinary shares subject to possible redemption, 34,500,000 shares at redemption value, at June 30, 2022 and December 31, 2021		345,279,811			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)		—			—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding, at June 30, 2022 and December 31, 2021		863			863
Additional paid-in capital		—			—
Accumulated deficit		(11,646,867	)		(23,909,386	)

Total shareholders’ deficit		(11,646,004	)		(23,908,523	)

Total Liabilities, Class A ordinary shares subject to possible redemption and Shareholders’ Deficit	$	345,588,333		$	346,094,496


	For the three months ended June 30,						For the six months ended June 30, 2022			For the period from February 8, 2021 (inception) through June 30, 2021
	2022			2021			For the six months ended June 30, 2022



Formation and operating costs	$	594,858		$	315,298		$	1,136,592		$	331,302

Loss from operations		(594,858	)		(315,298	)		(1,136,592	)		(331,302	)
Other income (expense):
Income on marketable securities held in trust		257,100			6,782			261,920			6,782
Offering cost allocated to warrants		—			(749,481	)		—			(749,481	)
Change in fair value of warrant liabilities		3,642,501			7,354,160			13,416,295			7,354,160
Bank interest income		707			—			707			—

Total other income (expense), net		3,900,308			6,611,461			13,678,922			6,611,461

Net income	$	3,305,450		$	6,296,163		$	12,542,330		$	6,280,159

Weighted average Class A ordinary shares subject to possible redemption outstanding, basic and diluted		34,500,000			29,802,198			34,500,000			19,371,429

Basic and diluted net income per ordinary share subject to possible redemption	$	0.08		$	0.16		$	0.29		$	$0.23

Weighted average non-redeemable Class A and Class B ordinary shares outstanding		8,625,000			8,439,560			8,625,000			8,110,714

Basic and diluted net income per non-redeemable ordinary share	$	0.08		$	0.16		$	0.29		$	0.23


	Ordinary Shares				Additional Paid-In Capital		Accumulated Deficit			Total Shareholders’ Deficit
	Class B
	Shares		Amount
Balance as of December 31, 2021		8,625,000	$	863	$	—	$	(23,909,386	)	$	(23,908,523	)
Net incom e		—		—		—		9,236,880			9,236,880

Balance as of March 31, 2022		8,625,000		863		—		(14,672,506	)		(14,671,643	)

Remeasurement of Class A shares to redemption value		—		—		—		(279,811	)		(279,811	)
Net income		—		—		—		3,305,450			3,305,450

Balance as of June 30, 2022		8,625,000	$	863	$	—	$	(11,646,867	)	$	(11,646,004	)


	For the six months ended June 30, 2022			For the period from February 8, 2021 (inception) through June 30, 2021
Cash flows from operating activities:
Net income	$	12,542,330		$	6,280,159
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in trust		(261,920	)		(6,782	)
Offering costs allocated to warrants					749,481
Change in fair value of warrant liabilities		(13,416,295	)		(7,354,160	)
Changes in operating assets and liabilities:
Prepaid expenses		103,689			(466,430	)
Accounts payable and accrued expenses		524,281			113,687
Due to related party		(156,479	)		25,000

Net cash used in operating activities		(664,394	)		(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		(664,394	)		1,007,612
Cash, beginning of the period		763,789			—

Cash, end of the period	$	99,395		$	1,007,612

Supplemental disclosure of noncash investing and financing activities
Remeasurement of Class A shares to redemption value	$	279,811		$	31,197,550

Initial classification of warrant liabilities	$	—		$	24,147,086

Deferred underwriting commissions charged to additional paid in capital	$	—		$	9,450,000


	As Previously Reported		Adjustment			As Adjusted
Condensed Unaudited Statement of Operation
For the three months ended June 30, 2021
Weighted average number of Class A ordinary shares subject to possible redemption		34,331,250		(4,529,052	)		29,802,198
Weighted average number of Class B Shares		8,451,923		(12,363	)		8,439,560
Basic and diluted net income per share attributable to Class A ordinary shares subject to possible redemption		0.15		0.01			0.16
Basic and diluted net income per share attributable to Class B Shares		0.15		0.01			0.16
For the period from February 8, 2021 (inception) through June 30, 2021
Weighted average number of Class A ordinary shares subject to possible redemption		34,331,250		(14,959,821	)		19,371,429
Weighted average number of Class B Shares		8,114,361		(3,648	)		8,110,714
Basic and diluted net income per share attributable to Class A Shares		0.15		0.08			0.23
Basic and diluted net income per share attributable to Class B Shares		0.15		0.08			0.23


Gross Proceeds	$	345,000,000
Less:
Proceeds allocated to public warrants		(16,563,688	)
Issuance costs related to Class A ordinary shares		(14,633,862	)
Plus:
Remeasurement of carrying value to redemption value		31,197,550

Class A ordinary shares subject to possible redemption, December 31, 2021		345,000,000
Plus:
Remeasurement of carrying value to redemption value		279,811

Class A ordinary shares subject to possible redemption, June 30, 2022	$	345,279,811


	For the Three Months ended June 30, 2022		For the Six Months ended June 30, 2022
Class A ordinary shares subject to possible redemption
Numerator:
Net income allocable to Class A ordinary shares subject to possible redemption	$	2,644,360	$	10,033,864
Denominator:
Weighted Average Redeemable Class A ordinary shares, Basic and Diluted		34,500,000		34,500,000
Basic and Diluted net income per share, Redeemable Class A Ordinary shares	$	0.08	$	0.29
Class B non-redeemable ordinary shares
Numerator:
Net income allocable to Class B ordinary shares not subject to redemption	$	661,090	$	2,508,466
Denominator:
Weighted Average Non-Redeemable Ordinary shares, Basic and Diluted		8,625,000		8,625,000
Basic and diluted net income per share, ordinary shares	$	0.08	$	0.29


	For the Three Months ended June 30, 2021		For the period from February 8, 2021 (inception) to June 30, 2021
Class A ordinary shares subject to possible redemption
Numerator:
Net income allocable to Class A ordinary shares subject to possible redemption	$	4,906,665	$	4,426,716
Denominator:
Weighted Average Redeemable Class A ordinary shares, Basic and Diluted		29,802,198		19,371,429
Basic and Diluted net income per share, Redeemable Class A Ordinary shares	$	0.16	$	0.23
Class A and Class B non-redeemable ordinary shares
Numerator:
Net income allocable to Class B ordinary shares not subject to redemption	$	1,389,498	$	1,853,443
Denominator:
Weighted Average Non-Redeemable Ordinary shares, Basic and Diluted		8,439,560		8,110,714
Basic and diluted net income per share, ordinary shares	$	0.16	$	0.23


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.


	June 30, 2022		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	$	345,279,811	$	345,279,811	$	—	$	—
Liabilities:
Public warrant liabilities, including over-allotment		1,150,000		1,150,000		—		—
Private warrant liabilities		514,514		—		—		514,514


Warrant liabilities	$	1,664,514	$	1,150,000	$	—	$	514,514


	December 31, 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	$	345,017,891	$	345,017,891	$	—	$	—
Liabilities:
Public warrant liabilities, including over-allotment		10,453,500		10,453,500		—		—
Private warrant liabilities		4,627,309		—		—		4,627,309


Warrant liabilities	$	15,080,809	$	10,453,500	$	—	$	4,627,309


	June 30, 2022			December 31, 2021
Share price	$	9.77		$	9.74
Strike price	$	11.50		$	11.50
Term (in years)		5.63			5.85
Volatility		8.8	%		14.4	%
Risk-free rate		3.02	%		1.34	%


Exhibit number		Description of exhibit

31.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		Inline XBRL Instance Document.

101.SCH*		Inline XBRL Taxonomy Extension Schema Document.

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


	Warrant Liability
Fair Value at December 31, 2021		4,627,309
Change in fair value		(2,997,994	)

Fair Value at March 31, 2022		1,629,315
Change in fair value		(1,114,801	)


Fair Value at June 30, 2022	$	514,514


	Warrant Liability
Fair value as of February 8, 2021 (inception)	$	—
Initial value of public and private warrant liabilities at April 12, 2021		24,147,086
Public warrants reclassified to Level 1 at June 3, 2021		(16,563,688	)
Change in fair value		(2,290,472	)

Fair Value at June 30, 2021		5,292,926

SEC Form 10-Q filed by Tio Tech A