Statement of Ownership (sc 13g)
February 11 2022 - 4:10PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. )*
Under the Securities Exchange Act of 1934
Tio Tech A
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Titles of Class of Securities)
G8T10C106
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
|
☐ Rule 13d-1(b)
|
☐ Rule 13d-1(c)
|
☒ Rule 13d-1(d)
|
*
|
The remainder of this cover page shall be filled out of a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
|
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
|
|
|
|
CUSIP No. G8T10C106
|
|
SCHEDULE 13G
|
|
Page
2
of 6
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON OR
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Tio Tech SPAC Holdings
GmbH
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Germany
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
8,625,000 (1)(2)(3)
|
|
6
|
|
SHARED VOTING POWER
0
|
|
7
|
|
SOLE DISPOSITIVE POWER
8,625,000 (1)(2)(3)
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,625,000 (1)(2)(3)
|
10
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
20.0%
|
12
|
|
TYPE OF REPORTING
PERSON
OO
|
(1)
|
As described in the registration statement on Form S-1 (File No. 333-253369) (the Registration Statement) filed by Tio Tech A (the Issuer), the shares of Class B ordinary shares, par value $0.0001 per share, of the Issuer (the
Class B Ordinary Shares) will automatically convert into shares of Class A ordinary shares, par value $0.0001 per share, of the Issuer (the Class A Ordinary Shares) at
the time of the Issuers initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations,
recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
|
(2)
|
Does not include 5,083,333 shares of Class A Ordinary Shares issuable upon the exercise of 5,083,333
private placement warrants of the Issuer. Each private placement warrant is exercisable to purchase one share of Class A Ordinary Shares at a price of $11.50 per share, subject to adjustment, becomes exercisable 30 days after the completion of
the Issuers initial business combination and expires five years after the completion of the Issuers initial business combination or earlier upon redemption or liquidation, as described under the heading Description of
SecuritiesPrivate Placement Warrants in the Registration Statement.
|
(3)
|
Represents 8,625,000 shares of Class B Ordinary Shares directly held by Tio Tech SPAC Holdings GmbH (the
Sponsor). The three managing directors of the Sponsor are Dominik Richter, Roman Kirsch and Spyro Korsanos. Under the so-called rule of three, if voting and dispositive decisions
regarding an entitys securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entitys
securities. Therefore, none of Messrs. Richter, Kirsch or Korsanos exercises voting or dispositive control over any of the securities held by the Sponsor, even those in which he holds any direct or indirect pecuniary interest. Accordingly, none of
Messrs. Richter, Kirsch or Korsanos is deemed to have or share beneficial ownership of the founder shares held by the Sponsor.
|
|
|
|
|
|
CUSIP No. G8T10C106
|
|
SCHEDULE 13G
|
|
Page
3
of 6
|
Item 1(a).
|
Name of Issuer:
|
Tio Tech A
Item 1(b).
|
Address of Issuers Principal Executive Offices:
|
Unter den Linden 21
10117
Berlin, Germany
Item 2(a).
|
Name of Person Filing:
|
Tio Tech SPAC Holdings GmbH
Item 2(b).
|
Address of Principal Business Office or, if none, Residence:
|
Unter den Linden 21
10117
Berlin, Germany
Germany
Item 2(d).
|
Titles of Classes of Securities:
|
Class A Ordinary Shares, par value $0.0001 per share.
G8T10C106
Item 3.
|
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):
|
|
|
|
|
|
|
|
|
(a)
|
|
☐
|
|
Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
|
|
|
|
(b)
|
|
☐
|
|
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
|
|
|
|
|
|
CUSIP No. G8T10C106
|
|
SCHEDULE 13G
|
|
Page
4
of 6
|
|
|
|
|
|
|
|
|
(c)
|
|
☐
|
|
Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
|
|
|
|
(d)
|
|
☐
|
|
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|
|
(e)
|
|
☐
|
|
Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
|
|
|
|
(f)
|
|
☐
|
|
Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
|
|
|
|
(g)
|
|
☐
|
|
Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
|
|
|
|
(h)
|
|
☐
|
|
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
|
|
|
(i)
|
|
☐
|
|
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
|
|
|
|
(j)
|
|
☐
|
|
Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J).
|
|
|
|
(k)
|
|
☐
|
|
Group in accordance with §240.13d-1(b)(1)(ii)(K).
|
|
If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution:
__________
|
|
(a)
|
Amount beneficially owned:
|
See response to Item 9 on the cover page.
See response to Item 11 on the cover page.
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote:
|
See response to Item 5 on the cover page.
|
(ii)
|
Shared power to vote or to direct the vote:
|
See response to Item 6 on the cover page.
|
|
|
|
|
CUSIP No. G8T10C106
|
|
SCHEDULE 13G
|
|
Page 5 of 6
|
(iii) Sole power to dispose or to direct the disposition of:
See response to Item 7 on the cover page.
(iv) Shared power to dispose or to direct the disposition of:
See response to Item 8 on the cover page.
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following ☐.
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Not Applicable.
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company.
|
Not Applicable.
Item 8.
|
Identification and Classification of Members of the Group.
|
Not Applicable.
Item 9.
|
Notice of Dissolution of Group.
|
Not Applicable.
Not Applicable.
|
|
|
|
|
CUSIP No. G8T10C106
|
|
SCHEDULE 13G
|
|
Page
6
of 6
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 11, 2022
|
|
|
Tio Tech SPAC Holdings GmbH
|
By:
|
|
/s/ Roman Kirsch
|
Name:
|
|
Roman Kirsch
|
Title:
|
|
Managing Director
|
Tio Tech A (NASDAQ:TIOA)
Historical Stock Chart
From Aug 2024 to Sep 2024
Tio Tech A (NASDAQ:TIOA)
Historical Stock Chart
From Sep 2023 to Sep 2024
Real-Time news about Tio Tech A (NASDAQ): 0 recent articles
More Tio Tech a News Articles