Tio Tech A filed SEC Form 8-K: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
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| Item 4.02. | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. |
In certain of the previously issued financial statements of Tio Tech A (the “Company”), a portion of the Company’s redeemable Class A ordinary shares (the “Public Shares”) were classified as permanent equity to maintain shareholders’ equity in excess of $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. However, in connection with the preparation of the Company’s Form 10-Q for the quarterly period ended September 30, 2021 (the “Quarterly Report”), management re-evaluated the Company’s application of Accounting Standards Codification 480-10-99S to its accounting classification of Public Shares in light of recent comment letters issued by the Staff of the Securities and Exchange Commission to certain special purpose acquisition companies. Upon such re-evaluation, management determined that the Public Shares include redemption provisions that require classification of the Public Shares as temporary equity, regardless of the minimum net tangible asset requirement discussed above.
On November 19, 2021, the audit committee of the Company’s board of directors (the “Audit Committee”), based on the recommendation of and after consultation with management, concluded that certain items on the Company’s previously issued audited balance sheet as of April 12, 2021, included in the Company’s Current Report on Form 8-K filed on April 23, 2021 and then revised for the exercise of the underwriters’ over-allotment as filed on Form 8-K on April 26, 2021, and the Company’s previously issued unaudited condensed financial statements as of and for the period ended June 30, 2021, included in the Company’s Form 10-Q for the quarterly period ended June 30, 2021 should no longer be relied upon due to the reclassification of the Public Shares described above. The previously issued financial statements are corrected in the Quarterly Report.
The Audit Committee and management have discussed the matters disclosed in this Item 4.02(a) with Marcum LLP, the Company’s independent registered public accounting firm.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TIO TECH A | ||||||
| Date: November 23, 2021 | By: | /s/ Roman Kirsch | ||||
| Name: | Roman Kirsch | |||||
| Title: | Chief Executive Officer | |||||
| (Principal Executive Officer) | ||||||