Form 10-K

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number:

001-40317

TIO TECH A

(Exact name of registrant as specified in its charter)


Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


Unter den Linden 21 10117 Berlin Germany		10117
(Address of principal executive offices)		(Zip Code)

+49 30 2092 4040

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No


Auditor Firm ID: 688		Auditor Name: Marcum LLP		Auditor Location: New York, NY

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule

12b-2

of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). ☒ Yes ☐ No

The aggregate market value of voting and

non-voting

common equity held by

non-affiliates

of the registrant as of June 30, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, was $334,650,000.

As of March

, 2022, there were 34,500,000 Class A ordinary shares, $0.0001 par value and 8,625,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.

Table of Contents

TABLE OF CONTENTS


PART I		3
Item 1.	Business	3
Item 1A.	Risk Factors	22
Item 1B.	Unresolved Staff Comments	57
Item 2.	Properties	58
Item 3.	Legal Proceedings	58
Item 4.	Mine Safety Disclosures	58
PART II		59
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	59
Item 6.	Selected Financial Data	59
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	59
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	63
Item 8.	Financial Statements and Supplementary Data	63
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	63
Item 9A.	Controls and Procedures	63
Item 9B.	Other Information	64
PART III		65
Item 10.	Directors, Executive Officers and Corporate Governance	65
Item 11.	Executive Compensation	70
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	71
Item 13.	Certain Relationships and Related Transactions, and Director Independence	72
Item 14.	Principal Accounting Fees and Services	74
PART IV		76
Item 15.	Exhibits and Financial Statement Schedules	76
Item 16.	Form 10-K Summary	78
SIGNATURES		79

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this Annual Report on Form

10-K

(this “Annual Report on Form

10-K”)

constitute “forward-looking statements.” Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report on Form

10-K

may include, for example, statements about:

•

our ability to select an appropriate target business or businesses;

•

our ability to complete our initial business combination;

•

our expectations around the performance of the prospective target business or businesses;

•

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

•

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

•

our potential ability to obtain additional financing to complete our initial business combination;

•

our pool of prospective target businesses;

•

our ability to consummate an initial business combination due to the continuing uncertainty resulting from

the COVID-19 pandemic;

•

the ability of our officers and directors to generate a number of potential business combination opportunities;

•

our public securities’ liquidity and trading;

•

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

•

the trust account not being subject to claims of third parties;

•

our financial performance; or

•

the lack of a market for our securities.

The forward-looking statements contained in this Annual Report on Form

10-K

are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under Part I, Item 1A., “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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SUMMARY OF RISK FACTORS

An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report on Form

10-K,

before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to:

•

We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

•

Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, and your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.

•

Certain requirements and terms of our securities may make it difficult for us to enter into our initial business combination with a target or may not allow us to consummate the most desirable business combination or optimize our capital structure.

•

Our search for a business combination may be materially adversely affected by the coronavirus

(COVID-19)

pandemic and the status of debt and equity markets.

•

Holders of warrants will not participate in liquidating distributions if we do not complete an initial business combination within the required time period, and the warrants will expire worthless.

•

We may not be able to consummate our initial business combination within the required time period, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.

•

Our initial shareholders control the election of our board of directors until consummation of our initial business combination and hold a substantial interest in our common stock. As a result, they will exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.

•

You will not have any rights or interests in funds from the trust account, except under certain circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares, potentially at a loss.

•

If third parties bring claims against us or in certain other circumstances, such as a bankruptcy, the proceeds held in the trust account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share.

•

We may issue additional Class A ordinary shares or preferred shares or incur substantial debt in connection with our initial business combination, which could dilute your interests, adversely affect our financial condition and thus negatively impact the value of our shareholders’ investment in us.

•

We cannot assure you that we will not seek to amend our amended and restated certificate of incorporation or governing instruments, including our warrant agreement, in a manner that will make it easier for us to complete our initial business combination that some of our shareholders or warrant holders may not support.

•

Past performance by our management team on whom we are dependent may not be indicative of future performance of an investment in us or in the future performance of any business we may acquire.

•

We have identified a material weakness in our internal control over financial reporting. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

•

Members of our management team and their respective affiliates may have conflicts of interests that could, as applicable, affect the amount of time allocated to our company, impact the business opportunities presented to us, or raise competitive financial interests or affiliations with one or more of target businesses.

•

Management’s flexibility in identifying and selecting a prospective acquisition target, along with our management’s financial interest in consummating our initial business combination, may lead management to enter into an acquisition agreement that is not in the best interest of our shareholders.

•

We face certain risks if we acquire or operate a business outside of the United States, including social disturbances and military actions in regions where such business might be located.

•

There is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities.

•

We may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to holders.

•

The other risks and uncertainties discussed in Part I, Item 1A., “Risk Factors” and elsewhere in this Annual Report on Form

10-K.

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PART I

References in this Annual Report on Form

10-K

to “we,” “us,” “our,” “company” or “our company” are to Tio Tech A. References to our “management” or our “management team” are to our executive officers and directors, and references to our “sponsor” are to Tio Tech SPAC Holdings GmbH, a German limited liability company. References to “HelloFresh” are to HelloFresh SE, a

societas europea

affiliated with our sponsor.

ITEM 1.

BUSINESS.

Introduction

We are a newly incorporated blank check company incorporated 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.

Our company is led by a highly experienced and complementary team of entrepreneurs, executives and investment professionals with successful track-record in founding and operating companies with multi-billion-dollar valuations, as well as successful investment and transactional execution experience. Our company will be led by our management team, board of directors and an investment advisory board. In addition, our management team will be supported by our affiliate investment advisor, Fuse Venture Partners. We believe our management team, directors and advisors are well positioned to identify and execute an attractive transaction, structure a successful deal and ultimately add value to the selected target following the business combination by leveraging their experience in founding and growing global champions such as HelloFresh, Delivery Hero, and Klarna; their strong access and network across the European technology landscape; and their deep expertise in investing and M&A execution capabilities.

Our Management Team

Our management team is led by Dominik Richter, Chairman of our board of directors, Roman Kirsch, our Chief Executive Officer, and Spyro Korsanos, our Chief Financial Officer. Roman Kirsch also serves as a director. Our management team is further supported by our affiliate investment advisor.

Dominik Richter

is the founder and Chief Executive Officer of HelloFresh SE, a Frankfurt listed

e-commerce

food solutions company. Founded in 2011, the company had raised over $300 million in total funding by 2017 and was backed by high-profile investors such as Insight Venture Partners, Baillie Gifford and QIA, among others. In October 2017, the company successfully completed its initial public offering and continued to execute on its global growth and operations across 3 continents and 14 different countries. In his function as the Chief Executive Officer of HelloFresh, Mr. Richter was also able to successfully complement organic growth with strategic acquisitions, including the acquisition of Factor75 in 2020 and the acquisition of GreenChef in 2018, both of which were based in the United States, as well as a number of smaller M&A transactions. He has invested in many private companies and has been a trusted partner to founders and entrepreneurs. Mr. Richter holds a Master of Science degree from the London School of Economics in Accounting and Finance and holds an MBA from a leading German business school WHU–Otto Beisheim School of Management.

Roman Kirsch

is a Berlin-based serial entrepreneur and investor in technology and consumer internet space, with experience in founding four companies and investing in more than 20 companies in Europe, where he has been a trusted partner to founders and entrepreneurs. In January 2016, Forbes Magazine US listed Mr. Kirsch in its “30 under 30” Europe list for retail and

e-commerce.

Companies founded by Mr. Kirsch include Casacanda in 2011, a design and home décor company that was later acquired by Fab.com in 2012, and Lesara in 2013, a vertically integrated fashion retail brand, which was awarded as fastest growing tech company in Europe in 2016 and won the Gartner Price for Retail Innovation in 2018, among others. Lesara filed for bankruptcy in November 2018. From 2013 onwards, Mr. Kirsch started

co-founding

and investing into digitally native consumer brands through his Rapid Pioneers Group. In 2013, he was a founding investor in Amorelie, which became one of the leading love-toys and lingerie companies in Europe before being sold to ProSiebenSat.1 in 2015. Mr. Kirsch was also an early backer of Instagram

direct-to-consumer

pioneer Fitvia in 2015, which was acquired in 2019 by Frankfurt-listed Dermapharm, and an investor in several rising stars in the European consumer technology space. Mr. Kirsch holds a business degree from the German business school WHU–Otto Beisheim School of Management. He also has a Master of Science degree from the London School of Economics in Accounting and Finance.

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Spyro Korsanos

has over 20 years of experience in the technology and media industry. He is the founding managing partner of Fuse Venture Partners (“Fuse”), an investment advisory firm with offices in London, Berlin and Luxembourg and our affiliate investment advisor. Fuse focuses on direct venture capital and growth investments in the European technology sector. Fuse has advised leading European and global technology investors, including Rocket Internet and SoftBank, and various technology ventures in Europe, such as Delivery Hero and HelloFresh in connection with strategic growth initiatives, corporate development initiatives and M&A. For instance, Mr. Korsanos and Fuse led and managed acquisitions of certain businesses on behalf of Delivery Hero, which represent a significant portion of Delivery Hero’s revenues today. From 2015 to 2020, Mr. Korsanos served as a founding partner of, and founding member of the Investment Advisory Committee of, Global Founders Capital (“GFC”). In such capacity, he reviewed and approved more than 300 technology investments from two of GFC’s Luxembourg-based global Internet technology funds, which were the largest Internet venture funds in Europe at the time of their close. Investments covered all funding stages from

pre-seed

to late-stage funding across multiple continents. Mr. Korsanos was recognized as a “TMT M&A Rising Star” at the TMT Finance Awards in London in 2017. Mr. Korsanos holds an MBA from INSEAD (France) and a Bachelor of Laws and a Bachelor of Economics degrees from the University of Sydney.

Our Independent Directors

The following individuals serve on our board of directors as independent directors.

Manuel Stotz

is the founder, Chief Executive Officer and portfolio manager of Kingsway Capital, a London-based investment firm founded in 2015, focused on long-term investments in high-quality franchises in branded consumer goods and consumer internet, in both frontier and emerging markets. He started his career at Goldman Sachs Investment Partners and was a portfolio manager at London-based THS Partners in 2013 before founding Kingsway. Mr. Stotz holds a degree in Economics from the London School of Economics. He serves on the board of the Sohn Conference Foundation London and was the founder of the London School of Economics “Pass The Torch” scholarship program.

Jonathan Teklu

is an experienced entrepreneur and an active investor. After Mr. Teklu sold his online media company Global Leads Group, where he served as a

co-founder

and Chief Executive Officer, to Holtzbrinck Digital, he

co-founded

the investment firm Springstar. As managing partner of Springstar, Mr. Teklu was part of the team investing in and supporting Airbnb’s internationalization in 2011/2012. He has invested in several technology companies, including some of Europe’s most successful startups such as Amorelie, Choco, Delivery Hero, One Football and Trade Republic. Mr. Teklu currently serves as Venture Partner at Creandum, a leading European early-stage venture fund, and as an advisor, the first investor and a member of the board of directors of The Collective, a leading

Co-Living

developer and operator. German, with Ethiopian roots, Mr. Teklu was elected as Global Shaper by the World Economic Forum in 2012 and built the Berlin Hub as founding curator. In 2016, Mr. Teklu was featured on Forbes magazine’s “30 under 30” list. He holds a business degree from WHU—Otto Beisheim School of Management.

Jeronimo Folgueira

is the Chief Executive Officer and a member of the board of directors of Deezer SA. Mr. Folgueira also served as Chief Executive Officer of Spark Networks SE (NASDAQ: LOV), which was known as Affinitas GmbH prior to the 2017 merger with Spark Networks Inc., from 2015 until 2019, and he was a member of the board of directors of Spark Networks SE until August 2020. Mr. Folgueira led Spark Networks SE through three M&A transactions and listed the business on the New York Stock Exchange in November 2017. Before joining Spark Networks SE, he held several senior management positions in the media and entertainment industries, including as managing director at Betfair plc (now Flutter Entertainment plc) from 2014 to 2015, managing director at Bigpoint S.à r.l from 2011 to 2014, Senior Strategy Executive at RTL Group from 2008 to 2011 and founder and chief executive officer of Helppy Media Spain from 2010 to 2012. Helppy Media Spain filed for bankruptcy in 2012. He holds an MBA from Columbia Business School and a Bachelor’s degree in Economics from University of Navarra, Spain.

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Investment Advisory Board

In addition to our management team and board of directors, we are supported by the investment advisory board consisting of the following advisors. Our advisors (i) assist us in sourcing and negotiating with potential business combination targets, (ii) provide business insights when we assess potential business combination targets and (iii) upon our request, provide business insights as we work to create additional value in the business or businesses that we acquire. In this regard, our advisors fulfil some of the same functions as our board members; however, they do not owe any fiduciary obligations to us nor do they perform any board or committee functions or have any voting or decision-making capacity on our behalf. They also are not required to devote any specific amount of time to our efforts. While certain of our advisors are shareholders in our sponsor, none of our advisors (other than our affiliate investment advisor) have any employment, consulting fee or other similar compensation arrangements with us.

Victor Jacobsson

co-founded

Klarna, one of Europe’s most highly valued private fintech companies, providing payment solutions for 90 million consumers across more than 200,000 merchants in 17 countries. Klarna is a Swedish bank that provides online financial services such as “buy now pay later” services for

e-commerce

sites, payments for online storefronts, direct payments, post purchase payments and more. Over the last eight years, Mr. Jacobsson has also acted as an independent advisor and investor, providing advice to entrepreneurs on operational and strategic matters and assisting investors in assessing and managing private equity investments. Mr. Jacobsson holds a MSc in Business and Economics, majoring in Accounting and Financial Management from the Stockholm School of Economics.

Jan Beckers

is the founder and chief investment officer of BIT Capital, an asset manager that manages multiple funds focused on investing in publicly listed technology companies in Europe, the United States and China, with over $1 billion assets under management as of 2020. Mr. Beckers’ “BIT Global Internet Leaders” funds delivered strong net returns in 2020 and outperformed the market. Mr. Beckers is a serial entrepreneur in the internet sector, who has founded company building platforms in three industries: Finleap, in the fintech industry, Heartbeat Labs, in the HealthTech industry, and Hitfox, in the adtech and data industry. He was also the founder of Fyber (Xetra: FBEN:GR). Mr. Beckers was named “Entrepreneur of the Year” in Germany by Ernst & Young in 2014. A fund affiliated with Mr. Beckers is an anchor investor in this offering.

Thomas Griesel

co-founded

HelloFresh with Mr. Richter in 2011 and is responsible for the international segment of the company. Mr. Griesel previously worked at OC&C Strategy Consultants and started a range of his own businesses. He graduated from WHU—Otto Beisheim School of Management with a degree in International Business Administration in 2009, and from the London Business School with a Master’s degree in Management in 2010.

Affiliate Investment Advisor

In addition to our management team, board of directors and investment advisory board, we are supported by Fuse Venture Partners, our affiliate investment advisor. Fuse consists of a team of investment professionals, including Mr. Korsanos, its founding managing partner. Fuse is an investment and advisory firm focused on scale up strategies for ventures and venture investors. Fuse invests in technology ventures and provides strategic, transactional, and operational scaling support. The firm has been engaged by European and global technology investors, including Rocket Internet and SoftBank, and some of Europe’s leading unicorns, including Delivery Hero and HelloFresh, for scaling and corporate development strategy, M&A and helping companies prepare for public markets. Prior to Fuse, Mr. Thadaney was a Principal at Morgan Stanley Alternative Investment Partners in London. Prior to this he advised TMT companies in both Europe and Silicon Valley. The supporting team for Fuse is comprised of more than five individuals with experience in corporate finance, strategy, financial and legal due diligence concentrated in the technology sector. In making investments, Fuse focuses on investing in high-growth Series B/C stage internet technology companies in Europe to help such companies scale through operational initiatives and corporate development strategy, including advising on M&A transactions and strategic partnerships. Mr. Richter and Mr. Kirsch act as advisory board members to Fuse with respect to its investment activities.

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We expect to draw upon Fuse’s platform, infrastructure, personnel, network and relationships to aid in the identification, evaluation, diligence and analysis of business combination targets in connection with our initial business combination. We expect Fuse will support us in, among other things:

•

identifying

best-in-class

ventures and business model optimizations by leveraging their experience working with diverse business models across the technology sector;

•

conducting deep-level due diligence on business combination targets and developing an efficient, targeted process to evaluate target companies;

•

identifying value-creating corporate development and strategic initiatives and operational efficiencies that can be realized by potential target companies; and

•

providing strategic insight with respect to negotiations with targets, drawing on their experience with structuring mergers, acquisitions, joint ventures and partnerships.

Commencing on April 12, 2021, we have paid and will continue to pay our affiliate investment advisor (i) $15,000 per month by us, from funds held outside the trust account, indirectly through a payment to our sponsor, and (ii) an additional $35,000 per month, directly by the sponsor or certain of its shareholders for its services to us. In the event of a successful business combination, our sponsor or certain of its shareholders will pay our affiliate investment advisor a fee of $1,500,000 less (i) the amounts previously paid by us or the sponsor (or certain of its shareholders) and (ii) in the event the initial business combination is not consummated within 12 months following the date of the Initial Public Offering, $40,000 for every month (or pro-rata portion thereof) after the 12-month anniversary of the Initial Public Offering.

Business Opportunity

While we may pursue an acquisition opportunity in any industry or geographic region, we are currently focused on technology-enabled businesses in Europe.

Technology continues to transform industries and the global economy at an accelerating rate, creating significant opportunities for investors positioned to capture them. Technology-enabled businesses continue to outperform in almost every sector globally. Technology companies also tend to have increasing returns to scale, implying that there is potential for growth for today’s public and private market technology leaders to build iconic companies in many sectors of the economy. The ongoing digital revolution has been reducing friction and transaction costs for years, further accentuated in recent times due to

COVID-19,

resulting in accelerated consumer and business digital adoption.

Business Combination Criteria

Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective businesses combination targets. We have used and continue to intend to use these criteria and guidelines in evaluating acquisition opportunities; however, we may decide to enter into an initial business combination with a target business that does not meet these criteria or guidelines.

Our management team, with the assistance of our board of directors, investment advisory board and affiliate investment advisor, is well positioned to identify unique opportunities within the European technology sector. Our team has spent significant portions of their careers working with businesses in the European technology industry and has developed a wide network in the sector. Our selection process leverages our deep relationships with venture capitalists and ventures, and we proactively search for opportunities that are best positioned within our areas of expertise.

We have focused and intend to continue to focus on

founder-led,

late stage growth equity opportunities in the high-growth technology sector who are seeking a liquidity event through a public listing and that value operational and public market expertise.

We intend to acquire target businesses in the technology-enabled sector that we believe have the following characteristics:

•

enterprise value in excess of $750 million;

•

developed differentiated products or services with strong unit economics and that have achieved high growth and have significant continued growth opportunities, including further market expansion;

•

incremental upside potential, which we could access with our unique operational expertise, industry relationships and access to capital;

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•

products that have already reached a level of maturity and have a leading or niche market position that demonstrates competitive advantage and can create sustainable barriers to entry against new competitors;

•

a large total addressable market and diversified revenue streams, with opportunity for further expansion across products, verticals or target segments;

•

consistent organic revenue growth with scalable unit economics and potential for further margin expansion;

•

a strong, experienced management team that could benefit from our management team’s additional support, insights and network;

•

founders with a long-term vision for their company;

•

a global presence or potential global presence that will resonate with U.S. investors;

•

sectors where management can benefit from our extensive networks and insights;

•

the capability to operate as a public company, including a strong management team, appropriate corporate governance and reporting policies and capabilities; and

•

attractive value relative to the target’s existing cash flows, potential for operational improvement and the opportunity for long-term value creation in public markets.

We seek companies with the interest and ability to execute on strategic opportunities, including acquisitions of companies that enhance shareholder value. Although we may acquire a company within the broader landscape of European technology, we have focused and will continue to focus our sourcing efforts on industries where our management team and board of directors have particular expertise, particularly in, but not limited to, consumer-oriented, internet-enabled business models, including marketplaces and

e-commerce,

fintech and insurtech, media and entertainment, software as a service and healthtech.

Our management team is vitalized by the opportunity to help contribute their experience,

know-how

and skills to our business combination target and to bring their operational and transactional

value-add

to such company, as well as their analytical capabilities to evaluate targets and generate value-accretion to investors and shareholders.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC.

Initial Business Combination

The rules of Nasdaq and our amended and restated memorandum and articles of association require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of any deferred underwriting discount held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects.

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We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. However, we may structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity securities of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.

Our Business Combination Process

Our management team believes that conducting comprehensive due diligence on prospective investments is particularly important within the technology industry. We have and will continue to utilize the diligence, rigor, and expertise of our management team and our affiliate investment advisor’s platform to evaluate potential targets’ strengths, weaknesses, and opportunities to identify the relative risk and return profile of any potential target for our initial business combination. Given our management team’s extensive tenure operating, advising and investing in technology companies, we expect that we will often be familiar with the prospective target’s

end-market,

competitive landscape and business model.

In evaluating a prospective target business, we have and expect to continue to conduct a thorough diligence review that will encompass, among other things, meetings with incumbent management and employees, commercial, financial, legal and technology due diligence, as well as a review of other information that will be appropriate. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event that we seek to complete an initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, if required by applicable law or based upon the decision of our board of directors or a committee thereof, would obtain an opinion from an independent investment banking firm or a valuation or appraisal firm that such an initial business combination is fair to our company from a financial point of view.

Members of our management team, our independent directors and our advisors directly or indirectly own founder shares and/or private placement warrants and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

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Dominik Richter, our Chairman and an investor in the sponsor, is subject to a

non-compete

with HelloFresh that prohibits Mr. Richter from engaging in certain competitive activities. See “Risk Factors—Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.”

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity, including HelloFresh and its affiliates, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. However, we do not believe that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.

In addition to the above, our sponsor and our directors, officers and advisors may sponsor, form or participate in other blank check companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates and the director and officer teams. However, we do not currently expect that any such potential conflicts would materially affect our ability to complete our initial business combination. We are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

Status as a Public Company

We believe our structure makes us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination with us. In a business combination transaction with us, the owners of the target business may, for example, exchange their capital stock, shares or other equity securities in the target business for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find this method a more expeditious and cost effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses, market and other uncertainties in the initial public offering process, including underwriting discounts and commissions, marketing and road show efforts that may not be present to the same extent in connection with a business combination with us.

Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriter’s ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could have negative valuation consequences. Following an initial business combination, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

While we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial business combination, negatively.

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We are an “emerging growth company,” as defined in the JOBS Act. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that is held by

non-affiliates

exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in

non-convertible

debt securities during the prior three-year period.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of

Regulation S-K.

Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by

non-affiliates

equals or exceeds $250 million as of the prior June 30

, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by

non-affiliates

equals or exceeds $700 million as of the prior June 30

Effecting Our Initial Business Combination

General

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 our Initial Public 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 may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

While we may pursue an initial business combination target in any industry or region, we intend to focus our search on technology-enabled businesses in Europe. Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.

We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of the Initial Public Offering and the sale of the private placement warrants, 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. Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the completion of our initial business combination. In the case of an initial business combination funded with assets other than the trust account assets, our proxy materials or tender offer documents disclosing the initial business combination would disclose the terms of the financing and, only if required by law, we would seek shareholder approval of such financing. 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 our Initial Public Offering. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of our sponsors, officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination.

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Sources of Target Businesses

We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this prospectus and know what types of businesses we are targeting. Our officers, directors and advisors, as well as their affiliates, and our anchor investors may also bring to our attention target business candidates of which they become aware through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the track record and business relationships of our officers and directors. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms, including one or more of the underwriters or one of their respective affiliates, or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. In addition, the underwriters may provide these services without additional compensation. We will formally engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of a finder’s fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In addition, we pay our sponsor $15,000 per month, which is then paid to our affiliate investment advisor for identifying, investigating and completing an initial business combination. Any such payments prior to our initial business combination will be made from funds held outside the trust account. Our sponsor or certain of its shareholders also pay $35,000 per month to our affiliate investment advisor, and will pay a fee of $1,500,000 in the event of a successful business combination, less (i) the amounts previously paid by us or the sponsor (or certain of its shareholders) and (ii) in the event the initial business combination is not consummated within 12 months following the date of the Initial Public Offering, $40,000 for every month (or pro-rata portion thereof) after the 12-month anniversary of the Initial Public Offering. Other than the foregoing, there will be no finder’s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).

We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our sponsor, officers or directors, or from completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event that we seek to complete our initial business combination with a business combination target that is affiliated with our sponsor, if required by applicable law or based upon the decision of our board of directors or a committee thereof, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or a valuation or appraisal firm that such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

Evaluation of a Target Business and Structuring of Our Initial Business Combination

In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.

The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. The company will not pay any consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or in connection with our initial business combination other than as described above.

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Lack of Business Diversification

For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may:

•

subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and

•

cause us to depend on the marketing and sale of a single product or limited number of products or services.

Limited Ability to Evaluate the Target’s Management Team

Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’s management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.

We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.

Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Shareholders May Not Have the Ability to Approve Our Initial Business Combination

We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles of association. However, we will seek shareholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek shareholder approval for business or other reasons.

Under Nasdaq’s listing rules, shareholder approval would be required for our initial business combination if, for example:

•

We issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then issued and outstanding (other than in a public offering);

•

Any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in outstanding ordinary shares or voting power of 5% or more; or

•

The issuance or potential issuance of ordinary shares will result in our undergoing a change of control.

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Permitted Purchases of Our Securities

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors, anchor investors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our sponsor, directors, officers, advisors, anchor investors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material

non-public

information), our sponsor, directors, officers, advisors or any of their respective affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favour of our initial business combination or not redeem their public shares. However, other than agreements with anchor investors described in “—Redemption Rights for Public Shareholders upon Completion of Our Initial Business Combination”, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material

non-public

information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

In the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.

The purpose of any such purchases of shares could be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or (ii) to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Our sponsor, officers, directors, advisors and/or their affiliates anticipate that they may identify the shareholders with whom our sponsor, officers, directors, advisors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Class A ordinary shares) following our mailing of proxy materials in connection with our initial business combination. To the extent that our sponsor, officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at the general meeting related to our initial business combination. Our sponsor, officers, directors, advisors or any of their affiliates will select which shareholders to purchase shares from based on a negotiated price and number of shares and any other factors that they may deem relevant, and will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws. Our sponsor, officers, directors and/or their affiliates will not make purchases of shares if the purchases would violate Section 9(a)(2) of, or Rule

10b-5

under, the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

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Redemption Rights for Public Shareholders upon Completion of Our Initial Business Combination

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption rights will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares. Our sponsor, officers, directors and advisors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection with the completion of our initial business combination. Upon consummation of our initial business combination and subject to adjustments described herein, our sponsor will grant an aggregate of 255,555 of the founder shares it holds at the time of the initial business combination to our anchor investors for no additional consideration. Our anchor investors will not have any rights to the funds held in the trust account beyond the redemption and liquidation rights in respect of any public shares they hold.

Limitations on Redemptions

Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. However, we may raise funds through the issuance of 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 arrangements we may enter into following consummation of our Initial Public Offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

Manner of Conducting Redemptions

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under Nasdaq rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.

The requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by the affirmative vote of holders of at least

two-thirds

of our shares entitled to vote thereon who attend and vote at a general meeting.

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If we provide our public shareholders with the opportunity to redeem their public shares in connection with a general meeting, we will, pursuant to our amended and restated memorandum and articles of association:

•

conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A under the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

•

file proxy materials with the SEC.

In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination.

If we seek shareholder approval, we will complete our initial business combination only if we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. A quorum for such meeting will be present if the holders of a majority of issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. Our sponsor, directors, officers, advisors and our anchor investors (if they hold public shares at the time of such vote) will count toward this quorum. Pursuant to the letter agreement, our sponsor, officers, directors and advisors have agreed to vote their founder shares (including the founder shares they will grant to our anchor investors upon consummation of our initial business combination), private placement shares and any public shares held by them (including public shares purchased in open-market and privately negotiated transactions) in favor of our initial business combination. For purposes of seeking approval pursuant to an ordinary resolution,

non-votes

will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our sponsor’s founder shares, we would need 12,937,501, or 37.5% (assuming all outstanding shares are voted, the over-allotment option is not exercised and the parties to the letter agreement do not acquire any Class A ordinary shares), or 2,156,251, or 6.25% (assuming only the minimum number of shares representing a quorum are voted, the over-allotment option is not exercised and the parties to the letter agreement do not acquire any Class A ordinary shares), of the 34,500,000 public shares sold in our Initial Public Offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Our anchor investors may have different interests with respect to a vote on an initial business combination and other matters submitted to a shareholder vote than other public stockholders as a result of their agreement with our sponsor to receive founder shares upon completion of the initial business combination. In the event that our anchor investors vote their units in favor of our initial business combination, it is possible that no votes from our public stockholders would be required to approve our initial business combination, depending on the number of shares that are present at the meeting to approve such transaction. These quorum and voting thresholds, and the voting agreement of our sponsor, officers and directors, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.

If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:

•

conduct the redemptions pursuant to Rule

13e-4

and Regulation 14E under the Exchange Act, which regulate issuer tender offers, and

•

file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A under the Exchange Act, which regulates the solicitation of proxies.

In the event that we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule

14e-1(a)

under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

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SEC Form 10-K filed by Tio Tech A