Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
In certain of the previously issued financial statements of Tio Tech A (the
"Company"), a portion of the Company's redeemable Class A ordinary shares (the
"Public Shares") were classified as permanent equity to maintain shareholders'
equity in excess of $5,000,000 on the basis that the Company will consummate its
initial business combination only if the Company has net tangible assets of at
least $5,000,001. However, in connection with the preparation of the Company's
Form 10-Q for the quarterly period ended September 30, 2021 (the "Quarterly
Report"), management re-evaluated the Company's application of Accounting
Standards Codification 480-10-99S to its accounting classification of Public
Shares in light of recent comment letters issued by the Staff of the Securities
and Exchange Commission to certain special purpose acquisition companies. Upon
such re-evaluation, management determined that the Public Shares include
redemption provisions that require classification of the Public Shares as
temporary equity, regardless of the minimum net tangible asset requirement
discussed above.
On November 19, 2021, the audit committee of the Company's board of directors
(the "Audit Committee"), based on the recommendation of and after consultation
with management, concluded that certain items on the Company's previously issued
audited balance sheet as of April 12, 2021, included in the Company's Current
Report on Form 8-K filed on April 23, 2021 and then revised for the exercise of
the underwriters' over-allotment as filed on Form 8-K on April 26, 2021, and the
Company's previously issued unaudited condensed financial statements as of and
for the period ended June 30, 2021, included in the Company's Form 10-Q for the
quarterly period ended June 30, 2021 should no longer be relied upon due to the
reclassification of the Public Shares described above. The previously issued
financial statements are corrected in the Quarterly Report.
The Audit Committee and management have discussed the matters disclosed in this
Item 4.02(a) with Marcum LLP, the Company's independent registered public
accounting firm.
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