References in this report (the "Quarterly Report") to "we," "us" or the
"Company" refer to Tio Tech A. References to our "management" or our "management
team" refer to our officers and directors, references to the "sponsor" refer to
Tio Tech SPAC Holdings GmbH. The following discussion and analysis of the
Company's financial condition and results of operations should be read in
conjunction with the financial statements and the notes thereto contained
elsewhere in this Quarterly Report. Certain information contained in the
discussion and analysis set forth below includes forward- looking statements
that involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report includes "forward-looking statements" that are not
historical facts and involve risks and uncertainties that could cause actual
results to differ materially from those expected and projected. All statements,
other than statements of historical fact included in this Quarterly Report
including, without limitation, statements in this "Management's Discussion and
Analysis of Financial Condition and Results of Operations" regarding the
Company's financial position, business strategy and the plans and objectives of
management for future operations, are forward-looking statements. Words such as
"expect," "believe," "anticipate," "intend," "estimate," "seek" and variations
and similar words and expressions are intended to identify such forward-looking
statements. Such forward-looking statements relate to future events or future
performance, but reflect management's current beliefs, based on information
currently available. A number of factors could cause actual events, performance
or results to differ materially from the events, performance and results
discussed in the forward-looking statements. For information identifying
important factors that could cause actual results to differ materially from
those anticipated in the forward-looking statements, please refer to the "Risk
Factors" section of the Company's final prospectus for its Initial Public
Offering filed with the U.S. Securities and Exchange Commission (the "SEC"). The
Company's securities filings can be accessed on the EDGAR section of the SEC's
website at www.sec.gov. Except as expressly required by applicable securities
law, the Company disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information, future events
or otherwise.
Overview
We are a blank check company incorporated on February 8, 2021 as a Cayman
Islands exempted company and incorporated for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses. While we may pursue an initial
Business Combination target in any industry or region, we currently intend to
focus on technology-enabled businesses in Europe. We intend to effectuate our
initial Business Combination using cash from the proceeds of our Initial Public
Offering and the private placement of the Private Placement Warrants, the
proceeds of the sale of our shares in connection with our initial Business
Combination (pursuant to forward purchase agreements or backstop agreements we
may enter into following the consummation of this offering or otherwise), shares
issued to the owners of the target, debt issued to bank or other lenders or the
owners of the target, or a combination of the foregoing.
We have neither engaged in any operations nor generated any revenues to date.
Our entire activity since inception has been to prepare for our Initial Public
Offering, which was consummated on April 12, 2021 and, after the Initial Public
Offering, identifying a target company for a Business Combination.
Liquidity and Capital Resources
On April 12, 2021, the Company consummated its Initial Public Offering of
30,000,000 Units. On April 15, 2021, the Underwriter exercised its over-
allotment option in full and purchased an additional 4,500,000 Units, which
purchase settled on April 16, 2021, at $10.00 per Unit, generating aggregate
gross proceeds of $345,000,000. Simultaneously with the closing of the Initial
Public Offering, we consummated the sale of 5,083,333 at a price of $1.50 per
Private Placement Warrant, generating total proceeds of $7,625,000.
Following the Initial Public Offering and the sale of the Private Placement
Warrants, a total of $345,000,000 was placed in the Trust Account. We incurred
$15,383,343 in offering costs, consisting of $5,400,000 of underwriting
discount, $9,450,000 of deferred underwriting discount, and $533,343 of other
offering costs, of which $749,481 was allocated to warrants and charged to
expense.
At September 30, 2021, we had marketable securities held in the Trust Account of
$ 345,011,127. We intend to use substantially all of the funds held in the Trust
Account, including any amounts representing interest earned on the Trust Account
(excluding deferred underwriting commissions and less taxes payable) to complete
our initial Business Combination. We may withdraw interest from the Trust
Account to pay our taxes. To the extent that our equity or debt is used, in
whole or in part, as consideration to complete our initial Business Combination,
the remaining proceeds held in the Trust Account will be used as working capital
to finance the operations of the target business or businesses, make other
acquisitions and pursue our growth strategies.

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At September 30, 2021, we had cash of $921,797 held outside of the Trust
Account. We intend to use the funds held outside the Trust Account primarily to
identify and evaluate target businesses, perform business due diligence on
prospective target businesses, travel to and from the offices, plants or similar
locations of prospective target businesses or their representatives or owners,
review corporate documents and material agreements of prospective target
businesses, and structure, negotiate, and complete a Business Combination.
In order to fund working capital deficiencies or finance transaction costs in
connection with an initial Business Combination, our sponsor, officers,
directors, or their affiliates may, but are not obligated to, loan us funds as
may be required. If we complete our initial Business Combination, we would repay
such loaned amounts. In the event that the initial Business Combination does not
close, we may use a portion of the working capital held outside the Trust
Account to repay such loaned amounts, but no proceeds from our Trust Account
would be used for such repayment. Up to $1,500,000 of such loans may be
convertible into private placement warrants of the post Business Combination
entity at a price of $1.50 per warrant at the option of the lender. The warrants
would be identical to the private placement warrants.
Prior to the completion of the initial Business Combination, the Company does
not expect to seek loans from parties other than the Sponsor or an affiliate of
the Sponsor as the Company does not believe third parties will be willing to
loan such funds and provide a waiver against any and all rights to seek access
to funds in the Company's Trust Account. If we are unable to complete our
initial Business Combination because we do not have sufficient funds available
to us, we will be forced to cease operations and liquidate the Trust Account.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
Our only activities since inception through September 30, 2021 were
organizational activities, those necessary to prepare for the Initial Public
Offering, described below, and, subsequent to the Initial Public Offering,
identifying a target company for a Business Combination. We do not expect to
generate any operating revenues until after the completion of our Business
Combination. We generate
non-operating
income in the form of income earned on marketable securities held in the Trust
Account after the Initial Public Offering and will recognize other income and
expense related to the change in fair value of warrant liabilities. We are
incurring expenses as a result of being a public company (for legal, financial
reporting, accounting, and auditing compliance), as well as for due diligence
expenses in connection with completing a Business Combination.
For the period from February 8, 2021 (inception) through September 30, 2021, we
had net income of approximately $10,264,967, which consisted of $11,127 of
income earned on investments held in the Trust Account and unrealized gains on
the fair value of warrant liabilities of $11,565,936, offset by operating costs
of $562,615 and offering costs allocated to warrants of $749,481.
For the three months ended September 30, 2021, we had net income of
approximately $3,974,808, which consisted of $4,345 of income earned on
marketable securities held in the Trust Account and operating account and
unrealized gains on the fair value of warrant liabilities of $4,211,776, offset
by operating costs of $231,313.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and income and expenses
during the periods reported. Actual results could materially differ from those
estimates. We have identified the following critical accounting policies:
Class A Ordinary Shares Subject to Possible Redemption
We account for our ordinary shares subject to possible redemption in accordance
with the guidance in Accounting Standards Codification ("ASC") Topic 480
"Distinguishing Liabilities from Equity." Ordinary shares subject to mandatory
redemption are classified as a liability instrument and are measured at fair
value. Conditionally redeemable ordinary shares (including ordinary shares that
features redemption rights that are either within the control of the holder or
subject to redemption upon the occurrence of uncertain events not solely within
our control) are classified as temporary equity. At all other times, ordinary
shares are classified as shareholders' equity. Our ordinary shares feature
certain redemption rights that are considered to be outside of our control and
subject to occurrence of uncertain future events. Accordingly, ordinary shares
subject to possible redemption are presented as temporary equity, outside of the
shareholders' equity section of our unaudited condensed balance sheets.

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Founder Shares granted to Anchor Investors
Certain qualified institutional investors ("Anchor Investors") purchased an
aggregate of $23,000,000 of units in the Initial Public Offering. On
February 18, 2021, the Company, the Sponsor and the Anchor Investors entered
into agreements (the "Anchor Investor Agreements"), pursuant to which upon
consummation of the initial business combination (the "Business Combination"),
the Sponsor will grant an aggregate of 255,555 of the Founder Shares it holds at
the time of the Business Combination to the Anchor Investors for no additional
consideration.
The Sponsor entered into agreements with Steadview Capital Mauritius Limited and
BIT S.A. (each a "Subscriber" and together the "Subscribers") which would call
for the transfer of Founder Shares (the "Grant"). Terms and provisions of the
agreement include:

     •    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


ASC 470 defines issuance costs as incremental or direct costs incurred with
parties other than the investor. The excess fair value above the purchase price
would only come into effect if transferred by the Sponsor, which is contingent
upon consummation of the Business Combination. Additionally, it requires that
the Anchor Investors hold the prescribed number of shares on the date of the
Business Combination. As long as the Sponsor, who provides services for the
Company, holds the Founder Shares there is no excess fair value.
As a result of the foregoing facts, the Company does not believe that the excess
fair value of the Founder Shares should be accounted for until such date as
their grant becomes certain.
Net Income Per Ordinary Share
We apply the
two-class
method in calculating earnings per share. Ordinary shares subject to possible
redemption which are not currently redeemable and are not redeemable at fair
value, have been excluded from the calculation of basic net income per ordinary
share since such shares, if redeemed, only participate in their pro rata share
of the Trust Account earnings. Our net income is adjusted for the portion of
income that is attributable to ordinary shares subject to possible redemption,
as these shares only participate in the earnings of the Trust Account and not
our income or losses.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments
are derivatives or contain features that qualify as embedded derivatives in
accordance with ASC Topic 815, "Derivatives and Hedging." For derivative
financial instruments that are accounted for as liabilities, the derivative
instrument is initially recorded at its fair value on the grant date and is then
re-valued
at each reporting date, with changes in the fair value reported in the
statements of operations. The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as
equity, is evaluated at the end of each reporting period.
Recent Accounting Standards
In August 2020, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU")
2020-06,
Debt - Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic
815-40)
("ASU
2020-06")
to simplify accounting for certain financial instruments. ASU
2020-06
eliminates the current models that require separation of beneficial conversion
and cash conversion features from convertible instruments and simplifies the
derivative scope exception guidance pertaining to equity classification of
contracts in an entity's own equity. The new standard also introduces additional
disclosures for convertible debt and freestanding instruments that are indexed
to and settled in an entity's own equity. ASU
2020-06
amends the diluted earnings per share guidance, including the requirement to use
the
if-converted
method for all convertible instruments. ASU
2020-06
is effective January 1, 2022 and should be applied on a full or modified
retrospective basis, with early adoption permitted beginning on January 1, 2021.
The Company is currently assessing the impact, if any, that ASU
2020-06
would have on its financial position, results of operations or cash flows.
Management does not believe that any other recently issued, but not yet
effective, accounting standards, if currently adopted, would have a material
effect on our unaudited condensed interim financial statements.
Off-Balance
Sheet Arrangements
As of September 30, 2021, we did not have any
off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation
S-K.
Commitments and Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities as of September 30, 2021.
The Underwriter is entitled to a deferred fee of $0.35 per Unit, or
$9.45 million, in aggregate. The Underwriter's deferred commissions will be paid
to the Underwriter from the funds held in the Trust Account upon and
concurrently with the completion of our initial Business Combination. The
deferred underwriting fees will be waived by the Underwriter solely in the event
that we do not complete a Business Combination, subject to the terms of the
underwriting agreement.

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JOBS Act
The Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") contains
provisions that, among other things, relax certain reporting requirements for
qualifying public companies. We qualify as an "emerging growth company" and
under the JOBS Act are allowed to comply with new or revised accounting
pronouncements based on the effective date for private (not publicly traded)
companies. We are electing to delay the adoption of new or revised accounting
standards, and as a result, we may not comply with new or revised accounting
standards on the relevant dates on which adoption of such standards is required
for
non-emerging
growth companies. As a result, the financial statements may not be comparable to
companies that comply with new or revised accounting pronouncements as of public
company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the
other reduced reporting requirements provided by the JOBS Act. Subject to
certain conditions set forth in the JOBS Act, if, as an "emerging growth
company," we choose to rely on such exemptions we may not be required to, among
other things, (i) provide an independent registered public accounting firm's
attestation


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report on our system of internal controls over financial reporting pursuant to
Section 404 of the Sarbanes-Oxley Act of 2002, (ii) provide all of the
compensation disclosure that may be required of
non-emerging
growth public companies under the Dodd-Frank Wall Street Reform and Consumer
Protection Act, (iii) comply with any requirement that may be adopted by the
PCAOB regarding mandatory audit firm rotation or a supplement to the auditor's
report providing additional information about the audit and the financial
statements (auditor discussion and analysis) and (iv) disclose certain executive
compensation related items such as the correlation between executive
compensation and performance and comparisons of the CEO's compensation to median
employee compensation. These exemptions will apply for a period of five years
following the completion of our Initial Public Offering or until we are no
longer an "emerging growth company," whichever is earlier.

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