Item 1.01. Entry into a Material Definitive Agreement.
On April 12, 2021, Tio Tech A (the "Company") consummated its initial public
offering ("IPO") of 30,000,000 units (the "Units"). Each Unit consists of one
Class A ordinary share of the Company, par value $0.0001 per share (the "Class A
Ordinary Shares"), and one-third of one redeemable warrant of the Company (each
whole warrant, a "Warrant"), with each Warrant entitling the holder thereof to
purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment.
The Units were sold at a price of $10.00 per Unit, generating gross proceeds to
the Company of $300,000,000.
In connection with the IPO, the Company entered into the following agreements,
forms of which were previously filed as exhibits to the Company's Registration
Statement on Form S-1 (File No. 333-253369) for the IPO, initially filed with
the U.S. Securities and Exchange Commission (the "Commission") on February 22,
2021, as amended (the "Registration Statement"):
• An Underwriting Agreement, dated April 7, 2021, by and between the
Company and Deutsche Bank Securities Inc., as representative of the
underwriters, a copy of which is attached as Exhibit 1.1 hereto and
incorporated herein by reference.
• A Warrant Agreement, dated April 7, 2021, by and between the Company and
Continental Stock Transfer & Trust Company, as warrant agent, a copy of
which is attached as Exhibit 4.1 hereto and incorporated herein by
reference.
• A Letter Agreement, dated April 7, 2021 (the "Letter Agreement"), by and
among the Company, its executive officers, its directors, its advisors
and Lindentor 1055. V V GmbH (to be renamed Tio Tech SPAC Holdings GmbH)
(the "Sponsor"), a copy of which is attached as Exhibit 10.1 hereto and
incorporated herein by reference.
• An Investment Management Trust Agreement, dated April 7, 2021, by and
between the Company and Continental Stock Transfer & Trust Company, as
trustee, a copy of which is attached as Exhibit 10.2 hereto and
incorporated herein by reference.
• A Registration Rights Agreement, dated April 7, 2021, by and between the
Company, the Sponsor and the Holders signatory thereto, a copy of which
is attached as Exhibit 10.3 hereto and incorporated herein by reference.
• A Private Placement Warrants Purchase Agreement, dated April 7, 2021, by
and between the Company and the Sponsor (the "Private Placement Warrants
Purchase Agreement"), a copy of which is attached as Exhibit 10.4 hereto
and incorporated herein by reference.
• A Services Agreement, dated April 7, 2021, by and among the Company and
the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and
incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, pursuant to the Private Placement
Warrants Purchase Agreement, the Company completed the private sale of 5,083,333
warrants (the "Private Placement Warrants") to the Sponsor at a purchase price
of $1.50 per Private Placement Warrant, generating gross proceeds to the Company
of $7,625,000. The Private Placement Warrants are identical to the Warrants
included as part of the Units sold in the IPO, except that the Private Placement
Warrants, so long as they are held by the Sponsor or its permitted transferees,
(i) are not redeemable by the Company, (ii) may not (including the Class A
Ordinary Shares issuable upon exercise of the warrants), subject to certain
limited exceptions, be transferred, assigned or sold until 30 days after the
completion of the Company's initial business combination, (iii) may be exercised
on a cashless basis and (iv) are entitled to registration rights. No
underwriting discounts or commissions were paid with respect to such sale. The
issuance of the Private Placement Warrants was made pursuant to the exemption
from registration contained in Section 4(a)(2) of the Securities Act of 1933, as
amended.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the IPO, on April 7, 2021, Dominik Richter, Roman Kirsch,
Manuel Stotz, Jonathan Teklu and Jeronimo Folgueira (collectively, the
"Directors") were appointed to the board of directors of the Company (the
"Board"). The Board has determined that Mr. Stotz, Mr. Teklu, and Mr. Folgueira
are independent directors within the meaning of applicable SEC and Nasdaq rules.
Effective April 7, 2021, Mr. Stotz, Mr. Teklu and Mr. Folgueira were appointed
to the Board's Audit Committee, with Mr. Folgueira serving as chair of the Audit
Committee. Effective April 7, 2021, Mr. Teklu and Mr. Folgueira were appointed
to the Board's Compensation Committee, with Mr. Teklu serving as chair of the
Compensation Committee. Effective April 7, 2021, Mr. Stotz, Mr. Teklu and
Mr. Folgueira were appointed to the Board's Nominating and Corporate Governance
Committee, with Mr. Stotz serving as chair of the Nominating and Corporate
Governance Committee.
Following the appointment of the Directors, the Board is comprised of the
following three classes: the term of office of the first class of directors,
consisting of Manuel Stotz, will expire at our first annual general meeting; the
term of office of the second class of directors, consisting of Jonathan Teklu
and Jeronimo Folgueira, will expire at the second annual general meeting; and
the term of office of the third class of directors, consisting of Roman Kirsch
and Dominik Richter, will expire at the third annual general meeting.
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On April 7, 2021, in connection with his appointment to the Board, each Director
entered into the Letter Agreement, Registration Rights Agreement and an
indemnity agreement with the Company in the form previously filed as Exhibits
10.1, 10.3 and 10.5 to the Registration Statement, respectively.
Other than the foregoing, none of the Directors are party to any arrangement or
understanding with any person pursuant to which they were appointed as directors
nor are they party to any transactions required to be disclosed under Item
404(a) of Regulation S-K involving the Company.
The foregoing descriptions of the Letter Agreement, the Registration Rights
Agreement and the form of Indemnity Agreement do not purport to be complete and
are qualified in their entireties by reference to the Letter Agreement, the
Registration Rights Agreement and form of indemnity agreement, copies of which
are attached as Exhibit 10.1 hereto, Exhibit 10.3 hereto and Exhibit 10.5 to the
Registration Statement, respectively, and are incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in
Fiscal Year.
On April 7, 2021, in connection with the IPO, the Company adopted its Amended
and Restated Memorandum and Articles of Association (the "Amended Charter"),
effective the same day. The terms of the Amended Charter are set forth in the
Registration Statement and are incorporated herein by reference. A copy of the
Amended Charter is attached as Exhibit 3.1 hereto and incorporated herein by
reference.
Item 8.01. Other Events.
A total of $300,000,000, comprised of $295,500,000 of the proceeds from the IPO
(which amount includes $7,875,000 of the underwriters' deferred discount) and
$4,500,000 of the proceeds of the sale of the Private Placement Warrants, was
placed in a U.S.-based trust account at Deutsche Bank Trust Company Americas
maintained by Continental Stock Transfer & Trust Company, acting as trustee. On
April 7, 2021, the Company issued a press release announcing the pricing of the
IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form
8-K.
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