Item 7.01 Regulation FD Disclosure.
On April 11, 2023, Tio Tech A (the "Company") announced that it will be unable
to consummate an initial business combination within the time period required by
its Amended and Restated Memorandum and Articles of Association (the
"Articles"). Accordingly, the Company intends to redeem all of the outstanding
Class A ordinary shares that were included in the units issued in the Company's
initial public offering (the "Public Shares") and thereafter will cease all
operations except for those required to wind up the Company's business in
accordance with the Articles.
In order to provide for the disbursement of funds from the Company's trust
account, the Company will instruct Continental Stock Transfer & Trust Company,
as trustee (the "Trustee"), to take all necessary actions to liquidate the
securities held in the trust account. The proceeds thereof, less $100,000 of
interest to pay dissolution expenses and net of taxes payable, will be held in a
non-interest bearing account while awaiting disbursement to the holders of the
Public Shares. Holders of record must deliver their Public Shares to Continental
Stock Transfer & Trust Company, the Company's transfer agent, to receive their
pro rata portion of such proceeds. Beneficial owners of Public Shares held in
"street name," will not need to take any action in order to receive the
redemption amount. The redemption of the Public Shares is expected to occur on
or about April 24, 2023.
In connection with the Company's initial public offering, the Company's sponsor,
Tio Tech A Holdings GmbH, agreed to waive any redemption rights with respect to
its outstanding Class B ordinary shares issued prior to the Company's initial
public offering.
There will be no redemption rights or liquidating distributions with respect to
the Company's warrants, which will expire worthless.
The Company expects that the last day of trading of the Public Shares on the
Nasdaq Stock Market LLC ("Nasdaq") will be April 21, 2023, and that Nasdaq will
thereafter file a Form 25 with the U.S. Securities and Exchange Commission (the
"SEC") to delist the Company's securities. The Company expects to file a Form 15
with the SEC to terminate the registration of its securities under the
Securities Exchange Act of 1934, as amended.
Forward-Looking Statements
This Form 8-K contains certain forward-looking statements within the meaning of
the federal securities laws. These forward-looking statements generally are
identified by the words "believe," "expect," "anticipate," "estimate," "intend,"
"plan," "may," "should," "will," "would," "will continue," "expects," and
similar expressions. Forward-looking statements are predictions, projections and
other statements about future events that are based on current expectations and
assumptions and, as a result, are subject to risks and uncertainties. Many
factors could cause actual future events to differ materially from the forward
looking statements in this release. You should carefully consider these and the
other risks and uncertainties described in the Company's annual report on Form
10-K and other documents the Company has filed with the SEC. Those filings
identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and the Company assumes no obligation and does not
intend to update or revise these forward-looking statements, whether as a result
of new information, future events, or otherwise, except as required by law.
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