Washington,
☒ | 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 |
Commission file number: 001-40317Itsits Charter) other jurisdictionOther Jurisdiction ofincorporation
Incorporation or organization) I.R.S. EmployerIdentification No.)Unter den Linden 2110117 BerlinGermany 10117Address of principal executive offices)(Zip Code)IRS Employer
Identification No.)
Registrant’s Telephone Number, Including Area Code)
Title of each class | Trading
| Name of each exchange
| ||
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 |
Check
☐
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
Page | ||||||
1 | ||||||
1 | ||||||
2 | ||||||
3 | ||||||
4 | ||||||
5 | ||||||
| ||||||
16 | ||||||
Item 4. | 19 | |||||
Item 1. | 20 | |||||
Item 1A. | 20 | |||||
Item 2. | ||||||
Item 1. | FINANCIAL |
MARCH 31, 2021
(Unaudited)
Assets | ||||
Deferred offering costs | $ | 522,043 | ||
|
| |||
Total assets | 522,043 | |||
|
| |||
Liabilities and Shareholders’ Equity | ||||
Accounts payable and accrued expenses | $ | 413,157 | ||
Promissory note – related party | 99,890 | |||
|
| |||
Total liabilities | 513,047 | |||
|
| |||
|
|
|
| |
Commitments and contingencies | — | |||
Shareholders’ equity: | ||||
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; none issued or outstanding | — | |||
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 | 24,137 | |||
Accumulated deficit | (16,004 | ) | ||
|
| |||
Total shareholders’ equity | 8,996 | |||
|
| |||
Total liabilities and shareholders’ equity | $ | 522,043 | ||
|
|
March 31, 2022 | December 31, 2021 | |||||||
(Unaudited) | ||||||||
Assets | ||||||||
Current Assets: | ||||||||
Cash | $ | 385,465 | $ | 763,789 | ||||
Prepaid expenses | 277,538 | 250,593 | ||||||
Total current assets | 663,003 | 1,014,382 | ||||||
Prepaid expenses- non-current | 5,079 | 62,223 | ||||||
Investments held in Trust Account | 345,022,711 | 345,017,891 | ||||||
Total assets | $ | 345,690,793 | $ | 346,094,496 | ||||
Liabilities, Class A ordinary shares subject to possible redemption and Shareholders’ Deficit | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued expenses | $ | 560,442 | $ | 315,731 | ||||
Due to related party | 44,979 | 156,479 | ||||||
Total current liabilities | 605,421 | 472,210 | ||||||
Warrant liabilities | 5,307,015 | 15,080,809 | ||||||
Deferred Underwriters’ discount | 9,450,000 | 9,450,000 | ||||||
Total liabilities | 15,362,436 | 25,003,019 | ||||||
Commitments and contingencies | 0 | 0 | ||||||
Class A ordinary shares subject to possible redemption, 34,500,000 shares at redemption value | 345,000,000 | 345,000,000 | ||||||
Shareholders’ Deficit: | ||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; 0ne issued and outstanding | 0— | 0— | ||||||
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) | 0— | 0— | ||||||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized 8,625,000 shares issued and outstanding | 863 | 863 | ||||||
Additional paid-in capital | 0— | 0— | ||||||
Accumulated deficit | (14,672,506 | ) | (23,909,386 | ) | ||||
Total shareholders’ deficit | (14,671,643 | ) | (23,908,523 | ) | ||||
Total Liabilities, Class A ordinary shares subject to possible redemption and Shareholders’ Deficit | $ | 345,690,793 | $ | 346,094,496 | ||||
FOR THE PERIOD FEBRUARY 8, 2021 (INCEPTION) THROUGH MARCH 31, 2021
(Unaudited)
Formation and operating costs | $ | 16,004 | ||
|
| |||
Net loss | $ | (16,004 | ) | |
|
| |||
Weighted average shares outstanding - Class B ordinary shares. | 8,625,000 | |||
|
| |||
Basic and diluted net income per ordinary share – Class B ordinary shares | $ | (0.00 | ) | |
|
|
For the three months ended March 31, 2022 | For the period from February 8, 2021 (inception) through March 31, 2021 | |||||||
Formation and operating costs | $ | 541,734 | $ | 16,004 | ||||
Loss from operations | (541,734 | ) | (16,004 | ) | ||||
Other income | ||||||||
Income on marketable securities held in trust | 4,820 | 0 | ||||||
Change in fair value of warrant liabilities | 9,773,794 | 0 | ||||||
Total other income | 9,778,614 | 0 | ||||||
Net income (loss) | $ | 9,236,880 | $ | (16,004 | ) | |||
Weighted average Class A ordinary shares subject to possible redemption outstanding, basic and diluted | 34,500,000 | 0 | ||||||
Basic and diluted net income per ordinary share subject to possible redemption | $ | 0.21 | $ | 0 | ||||
Weighted average non-redeemable Class A and Class B ordinary shares outstanding | 8,625,000 | 8,625,000 | ||||||
Basic and diluted net income per non-redeemable ordinary share | $ | 0.21 | $ | (0.00 | ) |
FOR THE (DEFICIT)
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 | $ | 0— | $ | (23,909,386 | ) | $ | (23,908,523 | ) | |||||||||
Net income | — | — | — | 9,236,880 | 9,236,880 | |||||||||||||||
Balance as of March 31, 2022 | 8,625,000 | $ | 863 | $ | — | $ | (14,672,506 | ) | $ | (14,671,643 | ) | |||||||||
(Unaudited)
Ordinary Shares | Additional | Total | ||||||||||||||||||||||||||
Class A | Class B | Paid-In | Retained | Shareholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Earnings | Equity | ||||||||||||||||||||||
Balance as of February 8, 2021 (Inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Founder shares | — | — | 8,625,000 | 863 | 24,137 | — | 25,000 | |||||||||||||||||||||
Net loss | — | — | — | — | — | (16,004 | ) | (16,004 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Balance as of March 31, 2021 | — | $ | — | 8,625,000 | $ | 863 | $ | 24,137 | $ | (16,004 | ) | $ | 8,996 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary Shares | Additional Paid-In Capital | Accumulated Deficit | Total Shareholders’ Deficit | |||||||||||||||||
Class B | ||||||||||||||||||||
Shares | Amount | |||||||||||||||||||
Balance as of February 8, 2021 (Inception) | 0 | $ | 0— | $ | 0— | $ | 0— | $ | 0— | |||||||||||
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, 2021 | 8,625,000 | $ | 863 | $ | 24,137 | $ | (16,004 | ) | $ | 8,996 | ||||||||||
FOR THE PERIOD FEBRUARY 8, 2021 (INCEPTION) THROUGH MARCH 31, 2021
(Unaudited)
Cash Flows from Operating Activities: | ||||
Net loss | $ | (16,004 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 16,004 | |||
|
| |||
Net cash used in operating activities | — | |||
|
| |||
Net Change in Cash | — | |||
Cash - Beginning | — | |||
|
| |||
Cash - Ending | $ | — | ||
|
| |||
Supplemental Disclosure of Non-cash Financing Activities: | ||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | $ | 8,996 | ||
|
| |||
Deferred offering costs paid by Sponsor under the promissory note | $ | 5,000 | ||
|
| |||
Deferred offering costs included in accrued offering costs and expenses | $ | 508,046 | ||
|
|
For the three months ended March 31, 2022 | For the period from February 8, 2021 (inception) through March 31, 2021 | |||||||
Cash flows from operating activities: | ||||||||
Net income (loss) | $ | 9,236,880 | $ | (16,004 | ) | |||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares | — | 16,004 | ||||||
Interest earned on marketable securities held in trust | (4,820 | ) | 0 | |||||
Change in fair value of warrant liabilities | (9,773,794 | ) | 0 | |||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | 30,199 | 0 | ||||||
Accounts payable and accrued expenses | 244,711 | 0 | ||||||
Due to related party | (111,500 | ) | 0 | |||||
Net cash used in operating activities | (378,324 | ) | 0 | |||||
Net change in cash | (378,324 | ) | 0 | |||||
Cash, beginning of the period | 763,789 | 0 | ||||||
Cash, end of the period | $ | 385,465 | $ | 0 | ||||
Supplemental disclosure of noncash investing and financing activities | ||||||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | $ | 0 | $ | 8,996 | ||||
Deferred offering costs paid by Sponsor under the promissory note | $ | 0 | $ | 5,000 | ||||
Deferred offering costs included in accrued offering costs and expenses | $ | 0 | $ | 508,046 | ||||
Organization and General
Operations
The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
will
costs, of which $749,481 were allocated to warrants and charged to expense.
Underwriter. These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”
Basis of Presentation
footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022.
Status
In addition,
used.
As of March 31, 2021, the Company had no cash.
the interest income from the Trust Account.
Fair Valuethis account and management believes the Company is not exposed to significant risks on such account.
is reconciled in the following table:
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 | |||
Contingently redeemable Class A ordinary shares | $ | 345,000,000 | ||
For those benefits to be recognized, a tax position must be more-likely-than-notmore likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. ThereAs of March 31, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021.penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
There
Warrants
As
For the Three Months ended March 31, 2022 | For the Period from February 8, 2021 (inception) to March 31, 2021 | |||||||
Class A ordinary shares subject to possible redemption | ||||||||
Numerator: | ||||||||
Net income allocable to Class A ordinary shares subject to possible redemption | $ | 7,389,504 | $ | 0 | ||||
Denominator: | ||||||||
Weighted Average Redeemable Class A ordinary shares, Basic and Diluted | 34,500,000 | 0 | ||||||
Basic and Diluted net income per share, Redeemable Class A Ordinary shares | $ | 0.21 | $ | 0 | ||||
Class A and Class B non-redeemable ordinary shares | ||||||||
Numerator: | ||||||||
Net income allocable to Class B ordinary shares not subject to redemption | $ | 1,847,376 | $ | (16,004 | ) | |||
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 | $ | 0.21 | $ | (0.00 | ) |
Financial Accounting Standards Board (“FASB”)
ordinary shares.
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. |
On April 12, 2021, the
The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $300,000,000.
Note 5 — If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants
The held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will become exercisable at $11.50 per share onexpire worthless.
The warrants will expire five years after the completion ofcompletes a Business Combination, or earlier upon redemption or liquidation.
The exercise price and number of shares issuable upon exercisesubject to the terms of the warrants may be adjustedunderwriting agreement. The Underwriter did not receive any underwriting discounts or commissions on an aggregate of $75,000,000 of Units purchased by the Anchor Investors or other investors that expressed an interest in certain circumstances includingpurchasing Units in the eventour Initial Public Offering.
The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO,Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants.
The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement registering the sale, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the transfer of Class A ordinary shares issuable upon exercise of the warrants is not effective by the 90th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain an effective registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify for sale the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price for a warrant by surrendering each such warrant for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361 shares per whole warrant. The “fair market value” shall mean the VWAP (as defined below) of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. “VWAP” per share of the Company’s Class A ordinary shares on any trading day means the per share volume weighted average price as displayed under the heading Bloomberg VWAP on the Bloomberg (or, if Bloomberg ceases to publish such price, any successor service reasonably chosen by the company) page “VAP” (or its equivalent successor if such page is not available) in respect of the period from the open of trading on the relevant trading day until the close of trading on such trading day (or if such volume-weighted average price is unavailable, the market price of one Class A ordinary share on such trading day determined, using a volume weighted average method, by an independent financial advisor retained for such purpose by the company). “VWAP” for a period of multiple trading days means the volume-weighted average of the respective VWAPs for the trading days in such period.
The warrant agreement contains an Alternative Issuancealternative issuance provision that if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Class A ordinary shares (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by shareholders of the Company as provided for in the Charter or as a result of the redemption of Class A ordinary shares by the Company if a proposed initial Business Combination is presented to the shareholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning
Founder Shares
On February 10, 2021, the Company issued 8,625,000 Founder Shares for an aggregate purchase price8—Fair Value of $25,000. Up to 1,125,000 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s over-allotment option is exercised. On April 15, 2021, the underwriter’s over-allotment option was exercised in full and the Founder Shares are no longer subject to forfeiture.
The Sponsor and the Anchor Investors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lockup.
Anchor Investor Agreements
Financial Instruments
Promissory Note — Related Party
On February 9, 2021, the Company issued the Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the IPO. As of March 31, 2021, the Company had borrowed $99,890 under the note. The Note is payable on demand. On MayApril 12, 2021, the Company repaid the Note in full.
Working Capital Loans
In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does
not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement warrants at a price of $1.50 per warrant. As of March 31, 2021, the Company had no borrowings under any Working Capital Loans.
Services Agreement
Commencing on the consummation of the Offering, the Company has agreed to pay the Sponsor a total of $15,000 per month from funds held outside the trust account for up to 24 months, which will be paid to our affiliate investment advisor for identifying, investigating and completing an initial business combination. The Sponsor or certain of its shareholders will also pay $35,000 per month to our affiliate investment advisor for up to 24 months and will pay a fee of $1,500,000 less the amounts previously paid by the Company or the Sponsor (or certain of its shareholders), in the event of a successful business combination. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.
Note 7 — Commitments & Contingencies
Registration Rights
The holders of Founder Shares, Private Placement Warrants, and securities that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement signed at the effective date of the Initial Public Offering. These holders will be entitled to make up to three demands, excluding short form demands,As of that date, the Company register such securities. In addition, these holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent toover-allotment option had not yet been exercised and the completion offunds in the initial Business Combination. The Company will bear the expenses incurredTrust Account were all in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriter a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discountscash and commissions.not yet invested. On April 15, 2021, the underwriter’sunderwriters exercised their over-allotment option was exercised in full.
full which contributed an additional 1,500,000 Public warrants.
March 31, 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 | $ | 345,022,711 | $ | 345,022,711 | $ | 0 | $ | 0 | ||||||||
Liabilities: | ||||||||||||||||
Public warrant liabilities, including over-allotment | 3,677,700 | 3,677,700 | 0 | 0 | ||||||||||||
Private warrant liabilities | 1,629,315 | 0 | 0 | 1,629,315 | ||||||||||||
Warrant liabilities | $ | 5,307,015 | $ | 3,677,700 | $ | 0 | $ | 1,629,315 | ||||||||
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 | $ | 0 | $ | 0 | ||||||||
Liabilities: | ||||||||||||||||
Public warrant liabilities, including over-allotment | 10,453,500 | 10,453,500 | 0 | 0 | ||||||||||||
Private warrant liabilities | 4,627,309 | 0 | 0 | 4,627,309 | ||||||||||||
Warrant liabilities | $ | 15,080,809 | $ | 10,453,500 | $ | 0 | $ | 4,627,309 | ||||||||
March 31, 2022 | December 31, 2021 | |||||||
Share price | $ | 9.79 | $ | 9.74 | ||||
Strike price | $ | 11.50 | $ | 11.50 | ||||
Term (in years) | 5.86 | 5.85 | ||||||
Volatility | 4.7 | % | 14.4 | % | ||||
Risk-free rate | 2.41 | % | 1.34 | % |
TIO TECH A
NOTES TO FINANCIAL STATEMENTS
Warrant Liability | ||||
Fair value at December 31, 2020 | $ | 0 | ||
Initial value of public and private warrant liabilities at April 12, 2021 | 24,147,086 | |||
Public warrants reclassified to Level 1 at June 1, 2021 | (16,563,688 | ) | ||
Change in fair value | (2,956,089 | ) | ||
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 | ||
and outstanding, excluding 34,500,000 shares subject to possible redemption.
On April 12, 2021, the Company consummated the IPO
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF |
Special
Results of Operations
As of March 31, 2021, we had not commenced any operations. All activity for the period from February 8, 2021 (inception) through March 31, 2021, relates to our formation and Initial Public Offering, which was consummated on April 12, 2021 and, since the completion ofafter the Initial Public Offering, our searchidentifying a target company for a target to consummate a business combination. We will not generate any operating revenues until after the completion of a business combination, at the earliest. We will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public OfferingBusiness Combination.
For the three months ended March 31, 2021, we had a net loss of $16,004, consisting of formation and operating costs.
Liquidity and Capital Resources
As of March 31, 2021, we had no cash.
Our liquidity needs have been satisfied prior to the completion of the Initial Public Offering through a payment of $25,000 capital contribution from our sponsor to cover certain offering costs on behalf of us in exchange for the issuance of the founder shares to our sponsor and up to $300,000 in loans from our sponsor.
Transactionoffering costs, for the Initial Public Offering amounted to $15,383,343, consisting of $5,400,000 of underwriter’sunderwriting discount, $9,450,000 of deferred underwriter’sunderwriting discount, and $533,343 of other offering costs.
Upon closingcosts, of the Initial Public Offering, the Private Placement,which $749,481 was allocated to warrants and the sale of the Over-Allotment Units, a total of $345,000,000 ($10.00 per Unit) was placed in a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee. The proceedscharged to expense.
Upon closing of the Initial Public Offering on April 12, 2021, we had cash outside our trust account of $3,086,900$345,022,711 and had working capital of approximately $2,598,187. Upon Closing of the exercise of the over-allotment option by the Underwriter on April 15, 2021, we had cash outside of our trust account of $2,186,900 and had working capital of approximately $1,698,187. All remaining cash from the Initial Public Offering and sale of the Over-Allotment Units is held in the trust account and is generally unavailable for use prior to an initial business combination. We believe the cash outside of our trust account is sufficient to meet the expenditures required for operating our business prior to our initial business combination.
$345,017,891, respectively. We intend to use substantially all of the funds held in the trust account,Trust Account, including any amounts representing interest earned on the trust accountTrust Account (excluding deferred underwriting commissions),commissions and less taxes payable) to complete our initial business combination.Business Combination. We may withdraw interest from the Trust Account to pay our taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. We expect the interest earned on the amount in the trust account will be sufficient to pay our income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination,Business Combination, the remaining proceeds held in the trust accountTrust 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.
We do not believe
Moreover,the Company’s Trust Account. If we may need to obtain additional financingare unable to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private placement units, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we do not complete our initial business combinationBusiness Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may needTrust Account.
Commitments and Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.
Registration Rights
The holders of the (i) founder shares, which were issued in a private placement prior to the closing ofprepare for the Initial Public Offering, (ii) Private Placement Warrantsdescribed below, and, (iii) private placement warrants that may be issued upon conversionsubsequent 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 working capital loansour Business Combination. We
Services Agreement
Pursuant to a Services Agreement dated April 7, 2021, we have agreed to pay the sponsor a total$9,236,880, which consisted of $15,000 per month from funds$4,820 of income earned on investments held outside the trust account for up to 24 months, which will be paid to our affiliate investment advisor for identifying, investigating and completing an initial business combination. The sponsor or certain of its shareholders is also obligated to pay $35,000 per month to our affiliate investment advisor for up to 24 months, and will pay a fee of $1,500,000 less the amounts previously paid by the Company or the sponsor (or certain of its shareholders), in the eventTrust Account and unrealized gains on the fair value of a successful business combination. Upon completionwarrant liabilities of $9,773,794, offset by operating costs of $541,734.
Off-Balance Sheet Arrangements; Quarterly Results
As ofperiod from February 8, 2021 (inception) through March 31, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) had net loss of Regulation S-K. No unaudited quarterly$16,004, which consisted of operating data is included in this prospectus as we have not conducted any operations to date.
costs of $16,004.
Warrant Liabilities
We account for the warrants issued in connection with our Initial Public Offering in accordance with Accounting Standards Codification (“ASC”) 815-40, “Derivatives and Hedging-Contracts in Entity’s Own Equity” (“ASC 815”), under which the warrants do not meet the criteria for equity classification and must be recorded as liabilities. As the warrants meet the definition of a derivative as contemplated in ASC 815, the warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Statement of Operations in the period of change.
Accordingly, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of our balance sheets.
end of each reporting period.
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET |
As
ITEM 4. | CONTROLS AND |
Under
Changes in Internal Control over Financial Reporting
There was no changeprevious material weakness in our internal control over financial reporting that occurred duringdescribed in Item 4. Controls and Procedures included in our Quarterly Reports on Form
In light of the material weakness described above, our personnel and third-party professionals with whom we consult regarding complex accounting applications continue to perform additional analyses as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. We plan to continue to enhance our system of evaluating and implementing the accounting standards that apply to our financial statements. We can offer no assurance that our remediation plan will ultimately have the intended effects.
Item 1. |
Legal Proceedings |
Item 1A. |
Risk Factors |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities. |
Item 3. |
Defaults Upon Senior Securities. |
Item 4. | Mine Safety Disclosures. |
Item 5. | Other Information. |
Item 6. |
Exhibits |
Not applicable.
|
None.
|
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
* | Filed herewith. |
** | Furnished. |
TIO TECH A | ||||||
Date: | By: | /s/ Roman Kirsch | ||||
Roman Kirsch | ||||||
Chief Executive Officer | ||||||
(Principal Executive Officer) |
18