UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d)

OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of Report (Date of earliest event reported): ~~November 23~~April 11, ~~2021~~2023

TIO TECH A

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

Cayman Islands		001-40317		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Cayman Islands

(State or Other Jurisdiction of Incorporation)


001-40317		N/A
(Commission File Number)		(I.R.S. Employer Identification No.)

Unter den Linden 21

10117 Berlin

Germany

(Address of ~~principal~~Principal ~~executive~~Executive ~~offices, including zip code~~Offices)

~~Registrant’s~~(Zip ~~telephone number, including area code: +49 30 2092 4040~~Code)

~~Not~~+49 ~~Applicable~~30 2092 4040

(~~Former~~Registrant’s ~~name~~Telephone ~~or former address~~Number, ifIncluding ~~changed~~Area ~~since last report~~Code)

~~Securities~~Check ~~registered~~the ~~pursuant~~appropriate box below if the Form 8-K filing is intended to ~~Section~~simultaneously ~~12(b)~~satisfy the filing obligation of the ~~Act~~registrant under any of the following provisions (see General Instruction A.2. below):

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

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to 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 per share	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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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. ☐

Item 47.~~02.~~01 ~~Non-Reliance~~Regulation onFD ~~Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~Disclosure.

InOn ~~certain~~April 11, of2023, ~~the previously issued financial statements of~~ Tio Tech A (the “Company”), aannounced ~~portion~~that ofit ~~the~~will ~~Company’s~~be ~~redeemable~~unable ~~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~~an initial business combination ~~only~~within if the ~~Company~~time ~~has~~period ~~net~~required ~~tangible~~by ~~assets~~its ofAmended atand ~~least~~Restated ~~$5,000,001.~~Memorandum ~~However,~~and inArticles ~~connection with the preparation~~ of ~~the~~Association ~~Company’s Form 10-Q for the quarterly period ended September 30, 2021~~ (the “~~Quarterly Report~~Articles”). Accordingly, ~~management re-evaluated~~ the Company’s ~~application~~intends ofto ~~Accounting~~redeem ~~Standards~~all ~~Codification~~of ~~480-10-99S~~the tooutstanding ~~its~~Class A ~~accounting~~ordinary ~~classification~~shares ofthat ~~Public~~were ~~Shares~~included in ~~light~~the ofunits ~~recent comment letters~~ issued byin the ~~Staff~~Company’s ofinitial ~~the~~public ~~Securities~~offering ~~and Exchange Commission to certain special purpose acquisition companies. Upon such re-evaluation, management determined that~~ (the “Public Shares”) ~~include~~and ~~redemption~~thereafter ~~provisions~~will ~~that~~cease ~~require~~all ~~classification~~operations ofexcept ~~the~~for ~~Public~~those ~~Shares~~required asto ~~temporary~~wind ~~equity,~~up ~~regardless of~~ the ~~minimum~~Company’s ~~net~~business ~~tangible~~in ~~asset~~accordance ~~requirement~~with ~~discussed~~the ~~above~~Articles.

OnIn ~~November 19,~~order ~~2021,~~to ~~the~~provide ~~audit~~for ~~committee~~the disbursement of funds from the Company’s ~~board~~trust ofaccount, ~~directors~~the Company will instruct Continental Stock Transfer & Trust Company, as trustee (the “~~Audit Committee~~Trustee”), ~~based~~to ontake ~~the~~all ~~recommendation~~necessary ofactions ~~and~~to ~~after~~liquidate ~~consultation~~the ~~with~~securities ~~management,~~held ~~concluded~~in ~~that~~the ~~certain~~trust ~~items~~account. onThe ~~the~~proceeds ~~Company’s~~thereof, ~~previously~~less ~~issued~~$100,000 ~~audited~~of ~~balance~~interest ~~sheet~~to aspay ofdissolution ~~April 12,~~expenses ~~2021,~~and ~~included~~net inof ~~the~~taxes ~~Company’s~~payable, ~~Current~~will ~~Report~~be onheld ~~Form~~in 8a non-Kinterest ~~filed~~bearing onaccount ~~April 23,~~while ~~2021~~awaiting ~~and~~disbursement ~~then~~to ~~revised~~the ~~for~~holders of the ~~exercise~~Public Shares. Holders of ~~the~~record ~~underwriters’~~must ~~over-allotment~~deliver astheir ~~filed~~Public onShares ~~Form~~to ~~8-K~~Continental onStock ~~April~~Transfer ~~26,~~& ~~2021~~Trust Company, ~~and~~ the Company’s ~~previously~~transfer ~~issued~~agent, ~~unaudited~~to ~~condensed~~receive ~~financial~~their ~~statements~~pro asrata portion of ~~and~~such ~~for~~proceeds. ~~the~~Beneficial ~~period~~owners ~~ended~~of ~~June 30,~~Public ~~2021,~~Shares ~~included~~held in ~~the~~“street ~~Company’s~~name,” ~~Form~~will ~~10-Q~~not ~~for~~need ~~the~~to ~~quarterly~~take ~~period~~any ~~ended~~action ~~June 30,~~in ~~2021~~order ~~should~~to noreceive ~~longer~~the beredemption ~~relied~~amount. ~~upon~~The ~~due~~redemption ~~to the reclassification~~ of the Public Shares ~~described~~is ~~above.~~expected ~~The~~to ~~previously~~occur ~~issued~~on ~~financial~~or ~~statements~~about ~~are~~April 24, ~~corrected in the Quarterly Report~~2023.

~~The~~In ~~Audit~~connection ~~Committee~~with ~~and~~the ~~management~~Company’s ~~have~~initial ~~discussed~~public offering, the ~~matters~~Company’s ~~disclosed~~sponsor, inTio ~~this~~Tech ~~Item~~A ~~4.02(a)~~Holdings GmbH, agreed to waive any redemption rights with ~~Marcum~~respect ~~LLP,~~to its outstanding Class B ordinary shares issued prior to the Company’s ~~independent~~initial ~~registered~~ public ~~accounting firm~~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.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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
	By:	/s/ Roman Kirsch
	Name:	Roman Kirsch
Date: April 11, 2023		Roman Kirsch
	Title:	Chief Executive Officer
		Chief Executive Officer
		(Principal Executive Officer)

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