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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

~~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~~2022

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

For the transition period from

Commission file number:

~~For the transition period from to~~ 001-40317

~~001-40317~~TIO TECH A

~~TIO~~(Exact ~~TECH~~name Aof registrant as specified in its charter)

(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)

~~Cayman~~+49 ~~Islands~~30 ~~N/A~~2092 ~~(State~~4040 ~~or other jurisdiction ofincorporation or organization) (I.R.S. EmployerIdentification No.)~~

Unter den Linden 2110117 BerlinGermany		10117
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code)

~~+49~~Securities 30registered ~~2092~~pursuant ~~4040~~to Section 12(b) of the Act:

(Registrant’s telephone number, including area code)


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(bg) of the Act: None

Title of each class	TradingSymbol(s)	Name of each exchangeon 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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒

~~Securities~~Indicate ~~registered~~by check mark if the registrant is not required to file reports pursuant to Section 1213 or Section 15(gd) of the Act:. ☐ Yes ☒ No ~~None~~

Indicate by check mark ifwhether the registrant is(1) has afiled ~~well-known~~all ~~seasoned~~reports ~~issuer,~~required asto ~~defined~~be infiled ~~Rule~~by ~~405~~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

~~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~~ 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

~~Indicate~~Auditor byFirm ~~check~~ID: ~~mark~~688 ~~whether~~Auditor ~~the~~Name: ~~registrant~~Marcum ~~(1) has~~LLP ~~filed~~Auditor ~~all~~Location: ~~reports~~Costa ~~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)~~Mesa, ~~and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No~~ CA

SIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-Taccelerated 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):

~~Auditor~~Large ~~Firm~~accelerated ~~ID:~~filer ~~688~~☐ ~~Auditor~~Accelerated ~~Name:~~filer ~~Marcum~~☐ ~~LLP~~Non-accelerated ~~Auditor~~filer ~~Location:~~☒ ~~New~~Smaller ~~York,~~reporting NYcompany ☒ Emerging growth company ☒

~~non-accelerated~~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. ☐

~~12b~~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-2Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

~~Large accelerated filer~~ ☐ ~~Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒~~

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to

§240.10D-1(b).

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 is a shell company (as defined in Rule

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 Sarbanes12b-~~Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐~~ 2

of the Exchange Act). ☒ Yes ☐ No

The aggregate market value of voting and

~~12b~~non-2voting

common equity held by

non-~~voting~~

~~non-~~affiliates

of the registrant as of June 30, 2022, the last business day of the registrant’s most recently completed second fiscal quarter, was $337,065,000.

As of April 1

302

, 2023, there were

34,500,000

~~Table~~Class ofA ~~Contents~~ordinary shares, $0.0001 par value and

8,625,000

~~TABLE~~Class OFB ~~CONTENTS~~ordinary shares, $0.0001 par value, issued and outstanding.

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

~~-i-~~TABLE OF CONTENTS

Table of Contents


PART I		2
Item 1.	Business	2
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	23
Item 2.	Properties	24
Item 3.	Legal Proceedings	24
Item 4.	Mine Safety Disclosures	24
PART II		25
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	25
Item 6.	Selected Financial Data	25
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 8.	Financial Statements and Supplementary Data	30
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	30
Item 9A.	Controls and Procedures	30
Item 9B.	Other Information	31
PART III		32
Item 10.	Directors, Executive Officers and Corporate Governance	32
Item 11.	Executive Compensation	37
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	38
Item 13.	Certain Relationships and Related Transactions, and Director Independence	39
Item 14.	Principal Accounting Fees and Services	41
PART IV		43
Item 15.	Exhibits and Financial Statement Schedules	43
Item 16.	Form 10-K Summary	44
SIGNATURES		45

~~CAUTIONARY NOTE REGARDING FORWARD~~-~~LOOKING~~i- ~~STATEMENTS~~

10-KTable of Contents

10CAUTIONARY NOTE REGARDING FORWARD-~~K”)~~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.

-1-

~~SUMMARY~~PART OFI ~~RISK FACTORS~~

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 We1. ~~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~~BUSINESS.

•Introduction 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.

•We ~~Certain~~are ~~requirements~~a ~~and~~blank ~~terms~~check ofcompany ~~our~~incorporated ~~securities~~as ~~may~~a ~~make~~Cayman itIslands ~~difficult~~exempted ~~for~~company usand toincorporated ~~enter~~for ~~into~~the ~~our~~purpose ~~initial~~of ~~business~~effecting ~~combination with~~ a ~~target~~merger, orshare ~~may~~exchange, ~~not~~asset ~~allow~~acquisition, usshare topurchase, ~~consummate~~reorganization ~~the~~or ~~most~~similar ~~desirable~~ business combination orwith ~~optimize~~one ~~our~~or ~~capital~~more ~~structure~~businesses.

• Our ~~search~~company ~~for~~is led by a ~~business~~highly ~~combination~~experienced ~~may~~and becomplementary ~~materially~~team ~~adversely~~of ~~affected~~entrepreneurs, byexecutives ~~the~~and ~~coronavirus~~investment ~~(COVID~~professionals with successful track-~~19)~~record ~~pandemic~~in founding and ~~the~~operating ~~status~~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 ~~debt~~directors and ~~equity~~an ~~markets~~investment advisory board. In addition, our management team will be supported by our affiliate investment advisor, Fuse Venture Partners.

•Expiration ~~Holders~~ of ~~warrants~~Completion ~~will~~Period ~~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.~~

•On WeApril 11, ~~may~~2023, ~~not~~we beannounced ~~able~~that we did not expect to consummate an initial business combination before our mandatory completion date of April 12, 2023. Due to our inability to consummate an initial business combination within the period required ~~time~~by ~~period,~~our inamended ~~which~~and ~~case~~restated memorandum and articles of association, we ~~would~~are ~~cease~~redeeming ~~all~~our ~~operations~~public ~~except~~shares ~~for~~pro rata, less taxes payable and up to $100,000 of interest to pay dissolution expenses, in accordance with the ~~purpose~~provisions of ~~winding~~our upamended and werestated ~~would~~articles ~~redeem~~memorandum and articles of association for a per share redemption price of approximately $10.19. There will be no redemption rights or liquidating distributions with respect to our ~~public~~warrants, ~~shares~~which ~~and~~will ~~liquidate~~expire worthless.

• Our ~~initial~~Management ~~shareholders~~Team 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.

•Our ~~You~~management ~~will~~team ~~not~~is ~~have~~led ~~any~~by ~~rights~~Dominik orRichter, ~~interests~~Chairman inof ~~funds~~our ~~from~~board ~~the~~of ~~trust~~directors, ~~account~~Roman Kirsch, ~~except~~our ~~under~~Chief ~~certain~~Executive ~~circumstances~~Officer, and Spyro Korsanos, our Chief Financial Officer. ToRoman ~~liquidate~~Kirsch ~~your~~also ~~investment,~~serves ~~therefore,~~as ~~you~~a ~~may~~director. beOur ~~forced~~management toteam ~~sell~~is ~~your~~further ~~public~~supported ~~shares,~~by ~~potentially~~our ataffiliate ainvestment ~~loss~~advisor.

•Dominik IfRichter ~~third~~is ~~parties~~the ~~bring~~founder ~~claims~~and ~~against~~Chief usExecutive orOfficer inof ~~certain~~HelloFresh ~~other~~SE, ~~circumstances~~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 aInsight ~~bankruptcy~~Venture Partners, Baillie Gifford and QIA, among others. In October 2017, the ~~proceeds~~company ~~held~~successfully incompleted 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 ~~trust~~Chief ~~account~~Executive ~~could~~Officer beof ~~reduced~~HelloFresh, Mr. Richter was also able to successfully complement organic growth with strategic acquisitions, including the acquisition of Factor75 in 2020 and the ~~per~~acquisition ~~share~~of ~~redemption~~GreenChef ~~amount~~in ~~received~~2018, byboth ~~shareholders~~of ~~may~~which bewere ~~less~~based ~~than~~in ~~$10~~the United States, as well as a number of smaller M&A transactions.00 ~~per~~He ~~share~~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 WeKirsch ~~may~~is ~~issue~~a ~~additional~~Berlin-based ~~Class~~serial Aentrepreneur ~~ordinary~~and ~~shares~~investor orin ~~preferred~~technology ~~shares~~and orconsumer ~~incur~~internet ~~substantial~~space, ~~debt~~with experience in ~~connection~~founding ~~with~~four ~~our~~companies ~~initial~~and ~~business~~investing ~~combination~~in more than 20 companies in Europe, ~~which~~where ~~could~~he ~~dilute~~has ~~your~~been ~~interests~~a trusted partner to founders and entrepreneurs. In January 2016, ~~adversely~~Forbes ~~affect~~Magazine ~~our~~US ~~financial~~listed ~~condition~~Mr. Kirsch in its “30 under 30” Europe list for retail and ~~thus~~e-commerce. ~~negatively~~Companies ~~impact~~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 ~~value~~Gartner ofPrice ~~our~~for ~~shareholders’~~Retail ~~investment~~Innovation in us2018, 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

•-2- 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.

•Table 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.Contents

• Pioneers WeGroup. ~~have~~In ~~identified~~2013, he was a ~~material~~founding ~~weakness~~investor in ~~our~~Amorelie, ~~internal~~which ~~control~~became ~~over~~one ~~financial~~of ~~reporting.~~the Ifleading welove-toys ~~are~~and ~~unable~~lingerie companies in Europe before being sold to ~~develop~~ProSiebenSat.1 ~~and~~in ~~maintain~~2015. Mr. Kirsch was also an ~~effective~~early ~~system~~backer of ~~internal~~Instagram ~~control~~direct-to-consumer ~~over~~pioneer ~~financial~~Fitvia ~~reporting~~in 2015, wewhich ~~may~~was ~~not~~acquired bein ~~able~~2019 toby ~~accurately~~Frankfurt-listed ~~report~~Dermapharm, ~~our~~and ~~financial~~an ~~results~~investor in aseveral ~~timely~~rising ~~manner,~~stars ~~which~~in ~~may~~the ~~adversely~~European ~~affect~~consumer ~~investor~~technology ~~confidence~~space. inMr. Kirsch usholds ~~and~~a ~~materially~~business ~~and~~degree ~~adversely~~from ~~affect~~the ~~our~~German business ~~and~~school ~~operating~~WHU–Otto ~~results~~Beisheim School of Management. He also has a Master of Science degree from the London School of Economics in Accounting and Finance.

•Spyro ~~Members~~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 ~~management~~affiliate ~~team~~investment advisor. Fuse focuses on direct venture capital and ~~their~~growth ~~respective~~investments ~~affiliates~~in ~~may~~the ~~have~~European ~~conflicts~~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 ~~interests~~certain ~~that~~businesses ~~could~~on behalf of Delivery Hero, which represent a significant portion of Delivery Hero’s revenues today. From 2015 to 2020, Mr. Korsanos served as ~~applicable~~a founding partner of, ~~affect~~and founding member of the ~~amount~~Investment Advisory Committee of, ~~time~~Global ~~allocated~~Founders toCapital ~~our~~(“GFC”). ~~company~~In such capacity, ~~impact~~he reviewed and approved more than 300 technology investments from two of GFC’s Luxembourg-based global Internet technology funds, which were the ~~business~~largest ~~opportunities~~Internet ~~presented~~venture funds in Europe at the time of their close. Investments covered all funding stages from pre-seed to ~~us,~~late-stage orfunding ~~raise~~across ~~competitive~~multiple ~~financial~~continents. ~~interests~~Mr. Korsanos orwas ~~affiliations~~recognized ~~with~~as ~~one~~a or“TMT ~~more~~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 ~~target~~Laws ~~businesses~~and a Bachelor of Economics degrees from the University of Sydney.

•Our ~~Management’s~~Independent ~~flexibility~~Directors 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.

•The Wefollowing ~~face~~individuals ~~certain~~serve ~~risks~~on ifour weboard ~~acquire or operate a business outside~~ of ~~the~~directors ~~United~~as ~~States,~~independent ~~including social disturbances and military actions in regions where such business might be located~~directors.

•Manuel ~~There~~Stotz is ~~currently~~the nofounder, ~~market~~Chief ~~for~~Executive ~~our~~Officer ~~securities~~ and portfolio manager of Kingsway Capital, a ~~market~~London-based ~~for~~investment ~~our~~firm ~~securities~~founded ~~may~~in ~~not~~2015, ~~develop~~focused on long-term investments in high-quality franchises in branded consumer goods and consumer internet, ~~which~~in ~~would~~both ~~adversely~~frontier ~~affect~~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 ~~liquidity~~London School of Economics. He serves on the board of the Sohn Conference Foundation London and ~~price~~was the founder of ~~our~~the ~~securities~~London School of Economics “Pass The Torch” scholarship program.

•Jonathan WeTeklu ~~may~~is ~~redeem~~an ~~unexpired~~experienced ~~warrants~~entrepreneur ~~prior~~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 ~~their~~Holtzbrinck ~~exercise~~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 ~~time~~leading ~~that~~European isearly-stage ~~disadvantageous~~venture tofund, ~~holders~~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 ~~The~~Folgueira ~~other~~is ~~risks~~the Chief Executive Officer and ~~uncertainties~~a ~~discussed~~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 ~~Part~~November I2017. Before joining Spark Networks SE, ~~Item~~he 1Aheld 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, ~~“Risk~~Senior ~~Factors”~~Strategy Executive at RTL Group from 2008 to 2011 and ~~elsewhere~~founder and chief executive officer of Helppy Media Spain from 2010 to 2012. Helppy Media Spain filed for bankruptcy in ~~this~~2012. ~~Annual~~He ~~Report~~holds onan ~~Form~~MBA ~~10-K~~from Columbia Business School and a Bachelor’s degree in Economics from University of Navarra, Spain.

-23-

~~PART~~Investment IAdvisory Board

10In 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-Kmaking 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.

~~societas~~Victor ~~europea~~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.

~~ITEM~~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. ~~BUSINESS~~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.

~~Introduction~~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.

WeAffiliate ~~are~~Investment aAdvisor 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~~In ~~company~~addition isto ~~led~~our bymanagement ateam, ~~highly~~board ~~experienced~~of directors and ~~complementary~~investment ~~team~~advisory ofboard, ~~entrepreneurs~~we are supported by Fuse Venture Partners, ~~executives~~our ~~and~~affiliate investment ~~professionals~~advisor. ~~with~~Fuse ~~successful~~consists ~~track-record~~of ina team of investment professionals, including Mr. Korsanos, its founding managing partner. Fuse is an investment and ~~operating~~advisory ~~companies~~firm ~~with~~focused ~~multi-billion-dollar~~on ~~valuations,~~scale asup ~~well~~strategies asfor ~~successful~~ventures ~~investment~~and venture investors. Fuse invests in technology ventures and provides strategic, transactional, ~~execution~~and ~~experience~~operational scaling support. ~~Our~~The ~~company~~firm ~~will~~has bebeen ~~led~~engaged by ~~our~~European ~~management~~and ~~team~~global technology investors, ~~board~~including ofRocket ~~directors~~Internet and anSoftBank, ~~investment~~and ~~advisory~~some ~~board.~~of InEurope’s ~~addition~~leading unicorns, ~~our~~including ~~management~~Delivery ~~team~~Hero ~~will~~and beHelloFresh, ~~supported~~for byscaling ~~our~~and ~~affiliate~~corporate ~~investment~~development ~~advisor~~strategy, ~~Fuse~~M&A ~~Venture~~and ~~Partners.~~helping Wecompanies ~~believe~~prepare ~~our~~for ~~management~~public ~~team~~markets. Prior to Fuse, ~~directors~~Mr. Thadaney ~~and~~was ~~advisors~~a ~~are~~Principal ~~well~~at ~~positioned~~Morgan toStanley ~~identify~~Alternative ~~and~~Investment ~~execute~~Partners anin ~~attractive~~London. ~~transaction,~~Prior ~~structure~~to athis ~~successful~~he ~~deal~~advised TMT companies in both Europe and ~~ultimately~~Silicon ~~add~~Valley. ~~value~~The tosupporting ~~the~~team ~~selected~~for ~~target~~Fuse ~~following~~is ~~the~~comprised ~~business~~of ~~combination~~more bythan ~~leveraging~~five ~~their~~individuals with experience in ~~founding~~corporate finance, strategy, financial and ~~growing~~legal ~~global~~due ~~champions~~diligence ~~such~~concentrated asin ~~HelloFresh,~~the ~~Delivery~~technology ~~Hero~~sector. In making investments, ~~and~~Fuse ~~Klarna;~~focuses ~~their~~on ~~strong~~investing ~~access~~in ~~and~~high-growth ~~network~~Series ~~across~~B/C ~~the~~stage ~~European~~internet technology ~~landscape;~~companies ~~and~~in ~~their~~Europe ~~deep~~to ~~expertise~~help insuch ~~investing~~companies scale through operational initiatives and corporate development strategy, including advising on M&A ~~execution~~transactions ~~capabilities~~and strategic partnerships. Mr. Richter and Mr. Kirsch act as advisory board members to Fuse with respect to its investment activities.

~~Our~~We ~~Management~~expect ~~Team~~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:

~~Our~~-4- 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.

DominikTable Richterof Contents

e• identifying best-~~commerce~~in-class ventures and business model optimizations by leveraging their experience working with diverse business models across the technology sector;

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

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

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

~~direct-~~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-~~consumer~~rata portion thereof) after the 12-month anniversary of the Initial Public Offering.

~~-3-~~Status as a Public Company

~~Table~~We are an “emerging growth company,” as defined in the JOBS Act. We will remain an emerging growth company until the earlier of ~~Contents~~(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 $1.235 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.

~~Spyro~~Additionally, ~~Korsanos~~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 30th, 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 30th.

~~pre-seed~~Redemption of Public Shares and Liquidation if No Initial Business Combination

Our ~~Independent~~amended ~~Directors~~and restated memorandum and articles of association provide that we have only 24 months from the closing of our Initial Public Offering to complete our initial business combination. If we do not complete our initial business combination within such 24-month period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period.

~~The~~Our ~~following~~sponsor, ~~individuals~~officers, ~~serve~~directors onand advisors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our ~~board~~initial business combination within 24 months from the closing of ~~directors~~our asInitial ~~independent~~Public Offering. However, if our sponsor, officers, directors or advisors acquire public shares in or after our Initial Public Offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time period.

~~Manuel~~-5- ~~Stotz~~

JonathanTable Tekluof Contents

coOur sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our Initial Public Offering or (B) with respect to any other provisions relating to shareholders’ rights or pre-~~founder~~initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time.

~~co-founded~~If funds available to us are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay income taxes on interest income earned on the trust account balance, we expect to request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

CoIf we were to expend all of the net proceeds of the Initial Public Offering and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-~~Living~~share redemption amount received by shareholders upon our dissolution would be approximately $10.00. However, the proceeds deposited in the trust account could become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

~~Jeronimo~~Although ~~Folgueira~~we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of the company under the circumstances. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. Our independent registered public accounting firm, and the underwriter of the Initial Public Offering will not execute agreements with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under

-46-

~~Investment~~ the ~~Advisory~~Securities ~~Board~~Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In ~~addition~~the toevent ~~our~~that ~~management~~the ~~team~~proceeds ~~and~~in ~~board~~the trust account are reduced below the lesser of ~~directors,~~(i) we$10.00 ~~are~~per ~~supported~~public byshare and (ii) the ~~investment~~actual ~~advisory~~amount ~~board~~per ~~consisting~~public share held in the trust account as of the ~~following~~date ~~advisors~~of the liquidation of the trust account if less than $10.00 ~~Our~~per ~~advisors~~share ~~(i) assist~~due usto reductions in ~~sourcing~~the ~~and~~value ~~negotiating~~of ~~with~~the ~~potential~~trust ~~business~~assets, ~~combination~~in ~~targets~~each case less taxes payable, ~~(ii) provide~~and ~~business~~our ~~insights~~sponsor ~~when~~asserts wethat ~~assess~~it ~~potential~~is ~~business~~unable ~~combination~~to ~~targets~~satisfy ~~and~~its ~~(iii) upon~~indemnification ~~our~~obligations ~~request,~~or ~~provide~~that ~~business~~it ~~insights~~has asno weindemnification ~~work~~obligations related to ~~create~~a ~~additional~~particular ~~value~~claim, inour ~~the~~independent ~~business~~directors orwould ~~businesses~~determine ~~that~~whether weto ~~acquire.~~take Inlegal ~~this~~action ~~regard,~~against our ~~advisors~~sponsor ~~fulfil~~to ~~some~~enforce ofits ~~the~~indemnification ~~same~~obligations. ~~functions~~While aswe currently expect that our ~~board~~independent ~~members;~~directors ~~however,~~would ~~they~~take dolegal ~~not~~action ~~owe~~on ~~any~~our ~~fiduciary~~behalf against our sponsor to enforce its indemnification obligations to us, ~~nor~~it dois ~~they~~possible ~~perform~~that ~~any~~our ~~board~~independent ordirectors ~~committee~~in ~~functions~~exercising ortheir ~~have~~business judgment may choose not to do so in any ~~voting~~particular orinstance ~~decision-making~~if, ~~capacity~~for onexample, ~~our~~the ~~behalf.~~cost ~~They~~of ~~also~~such ~~are~~legal ~~not~~action ~~required~~is deemed by the independent directors to ~~devote~~be ~~any~~too ~~specific~~high relative to the amount ofrecoverable ~~time~~or toif ~~our~~the ~~efforts.~~independent ~~While~~directors ~~certain~~determine ofthat ~~our~~a ~~advisors~~favorable ~~are~~outcome ~~shareholders~~is innot ~~our~~likely. ~~sponsor~~Accordingly, ~~none~~we ofcannot ~~our~~assure ~~advisors~~you ~~(other~~that ~~than~~due ~~our~~to ~~affiliate~~claims ~~investment~~of ~~advisor)~~creditors ~~have~~the ~~any~~actual ~~employment,~~value ~~consulting~~of ~~fee~~the orper-share ~~other~~redemption ~~similar~~price ~~compensation~~will ~~arrangements~~not ~~with~~be usless than $10.00 per share.

~~Victor~~We ~~Jacobsson~~will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. However, our independent registered public accounting firm, and the underwriter of the Initial Public Offering will not execute agreements with us waiving such claims. Our sponsor will also not be liable as to any claims under our indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors.

~~co-founded~~If we file a bankruptcy or winding up petition or an involuntary bankruptcy or winding up petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.00 per share to our public shareholders. Additionally, if we file a bankruptcy or winding up petition or an involuntary bankruptcy or winding up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

eOur public shareholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete our initial business combination within 24 months from the closing of the Initial Public Offering, (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provisions relating to shareholders’ rights or pre-~~commerce~~initial business combination activity or (iii) if they redeem their respective shares for cash upon the completion of our initial business combination. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event that we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection

~~Jan~~-7- ~~Beckers~~

ThomasTable Grieselof Contents

co with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. These provisions of our amended and restated memorandum and articles of association may be amended by a special resolution, which requires the affirmative vote of a majority of at least two-~~founded~~thirds of the shareholders who attend and vote at a general meeting of the company.

~~Affiliate~~Employees ~~Investment Advisor~~

InWe ~~addition~~currently tohave ~~our~~two ~~management~~officers: ~~team,~~Roman ~~board~~Kirsch ~~of directors~~ and ~~investment~~Spyro ~~advisory~~Korsanos. ~~board,~~These weindividuals are ~~supported~~not byobligated ~~Fuse~~to ~~Venture~~devote ~~Partners,~~any ~~our~~specific ~~affiliate~~number ~~investment advisor. Fuse consists~~ of ahours ~~team~~to ofour ~~investment~~matters ~~professionals,~~but ~~including~~they ~~Mr. Korsanos,~~intend ~~its~~to ~~founding~~devote ~~managing~~as ~~partner.~~much ~~Fuse~~of istheir antime ~~investment~~as ~~and~~they ~~advisory~~deem ~~firm~~necessary ~~focused~~to onour ~~scale~~affairs upuntil ~~strategies~~we ~~for~~have ~~ventures~~completed ~~and~~our ~~venture~~initial ~~investors.~~business ~~Fuse invests in technology ventures and provides strategic, transactional, and operational scaling support~~combination. The ~~firm~~amount ~~has been engaged by European and global technology investors, including Rocket Internet and SoftBank, and some~~ of ~~Europe’s~~time ~~leading~~they ~~unicorns,~~will ~~including~~devote ~~Delivery~~in ~~Hero~~any ~~and~~time ~~HelloFresh,~~period ~~for~~will ~~scaling~~vary ~~and~~based ~~corporate~~on ~~development~~whether ~~strategy,~~a ~~M&A~~target ~~and~~business ~~helping~~has ~~companies~~been ~~prepare~~selected for ~~public~~our ~~markets.~~initial ~~Prior~~business tocombination ~~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~~the ~~Valley.~~stage ~~The supporting team for Fuse is comprised~~ of ~~more~~the ~~than~~business ~~five~~combination ~~individuals~~process ~~with~~we ~~experience~~are in ~~corporate finance, strategy, financial and legal due diligence concentrated in the technology sector~~. InWe ~~making~~do ~~investments,~~not ~~Fuse~~intend ~~focuses~~to onhave ~~investing~~any ~~in high~~full-~~growth~~time ~~Series~~employees ~~B/C~~prior ~~stage internet technology companies in Europe~~ to ~~help~~the ~~such~~completion ~~companies~~of ~~scale~~our ~~through~~initial ~~operational~~business ~~initiatives and corporate development strategy, including advising on M&A transactions and strategic partnerships~~combination. ~~Mr. Richter and Mr. Kirsch act as advisory board members to Fuse with respect to its investment activities.~~

~~-5-~~Periodic Reporting and Financial Information

~~Table~~We have registered our securities under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of ~~Contents~~the Exchange Act, this Annual Report contains financial statements audited and reported on by our independent registered public accountants.

We ~~expect~~are required to ~~draw~~evaluate ~~upon~~our ~~Fuse’s~~internal ~~platform,~~control ~~infrastructure,~~procedures ~~personnel~~for the fiscal year ending December 31, ~~network~~2022 ~~and~~as ~~relationships~~required toby ~~aid~~the Sarbanes-Oxley Act. Only in the ~~identification,~~event ~~evaluation,~~we ~~diligence~~are deemed to be a large accelerated filer or an accelerated filer and ~~analysis~~no oflonger ~~business~~qualify ~~combination~~as ~~targets~~an inemerging ~~connection~~growth company, will we be required to comply with ~~our~~the ~~initial~~independent ~~business~~registered ~~combination.~~public Weaccounting ~~expect~~firm ~~Fuse~~attestation ~~will~~requirement ~~support~~on usour ~~in,~~internal ~~among~~control ~~other~~over ~~things:~~financial reporting.

•We ~~identifying~~are ~~best-in-class~~a ~~ventures~~Cayman ~~and~~Islands exempted company. Exempted companies are Cayman Islands companies conducting business ~~model~~mainly ~~optimizations~~outside bythe ~~leveraging~~Cayman ~~their~~Islands ~~experience~~and, ~~working~~as such, are exempted from complying with ~~diverse~~certain ~~business~~provisions ~~models~~of ~~across~~the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the ~~technology~~Cayman ~~sector;~~Islands government that, in accordance with Section 6 of the Tax Concessions Act (as revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

•We ~~conducting~~are ~~deep-level~~an ~~due~~“emerging ~~diligence~~growth oncompany,” ~~business~~as ~~combination~~defined ~~targets~~in ~~and~~Section 2(a) ~~developing~~of anthe ~~efficient~~Securities Act, ~~targeted~~as ~~process~~modified by the JOBS Act. As such, we are eligible to ~~evaluate~~take ~~target~~advantage of certain exemptions from various reporting requirements that are applicable to other public companies; that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

•In ~~identifying~~addition, ~~value-creating~~Section 107 ~~corporate~~of ~~development~~the ~~and~~JOBS ~~strategic~~Act ~~initiatives~~also ~~and~~provides ~~operational~~that ~~efficiencies~~an ~~that~~“emerging growth company” can betake ~~realized~~advantage byof ~~potential~~the ~~target~~extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies;. ~~and~~We intend to take advantage of the benefits of this extended transition period.

•-8- ~~providing strategic insight with respect to negotiations with targets, drawing on their experience with structuring mergers, acquisitions, joint ventures and partnerships.~~

CommencingTable 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. Contents

~~Business~~We ~~Opportunity~~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 the Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.235 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 are held by non-affiliates exceeds $700 million as of the prior June 30th, 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.

~~While~~Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may ~~pursue~~take anadvantage ~~acquisition~~of ~~opportunity~~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 ~~any~~which ~~industry~~(1) the market value of our ordinary shares held by non-affiliates is equal to or ~~geographic~~exceeds ~~region,~~$250 million weas ~~are~~of ~~currently~~the ~~focused~~prior onJune ~~technology~~30th and (2) our annual revenues were equal to or exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-~~enabled~~affiliates ~~businesses~~is inequal ~~Europe~~to or exceeds $700 million as of the prior June 30th.

~~COVID-19,~~Available Information

~~Business~~Our ~~Combination~~internet ~~Criteria~~website address is https://www.tiotechspac.com. We make available, free of charge, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Reports of beneficial ownership filed pursuant to Section 16(a) of the Exchange Act are also available on our website. Information in, or that can be accessed through, this website is not part of this Annual Report on Form 10-K.

~~Consistent~~ITEM ~~with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective businesses combination targets~~1A. WeRISK 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 guidelinesFACTORS.

~~Our~~An ~~management~~investment ~~team,~~in ~~with~~our ~~the~~securities ~~assistance~~involves ofa ~~our~~high ~~board~~degree of ~~directors,~~risk. ~~investment~~You ~~advisory~~should ~~board~~consider ~~and~~carefully ~~affiliate~~all ~~investment~~of ~~advisor,~~the isrisks ~~well~~described ~~positioned~~below, totogether ~~identify~~with ~~unique opportunities within~~ the ~~European~~other ~~technology~~information ~~sector.~~contained ~~Our~~in ~~team~~this ~~has~~Annual ~~spent~~Report ~~significant~~on ~~portions~~Form of10-K, ~~their~~before ~~careers~~making ~~working~~a ~~with~~decision ~~businesses~~to invest in ~~the~~our ~~European~~units. ~~technology~~If ~~industry~~any ~~and~~of ~~has~~the ~~developed~~following aevents ~~wide~~occur, ~~network~~our inbusiness, ~~the~~financial ~~sector.~~condition ~~Our~~and ~~selection~~operating ~~process~~results ~~leverages~~may ~~our~~be ~~deep~~materially ~~relationships~~adversely ~~with~~affected. ~~venture~~In ~~capitalists~~that ~~and ventures~~event, ~~and~~the wetrading ~~proactively~~price ~~search~~of ~~for~~our ~~opportunities~~securities ~~that~~could ~~are~~decline, ~~best~~and ~~positioned~~you ~~within~~could ~~our~~lose ~~areas~~all or part of ~~expertise~~your investment.

~~founder-led~~Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks

We ~~intend~~are toa ~~acquire~~blank ~~target~~check ~~businesses~~company inwith ~~the~~no ~~technology-enabled~~operating ~~sector~~history ~~that~~and weno ~~believe~~revenues, and you have ~~the~~no ~~following~~basis ~~characteristics:~~on which to evaluate our ability to achieve our business objective.

•We ~~enterprise~~are ~~value~~a inblank ~~excess~~check company incorporated under the laws of ~~$750~~the ~~million;~~Cayman Islands with no operating results, and we will not commence operations until obtaining funding through our Initial Public Offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.

•Our ~~developed~~independent ~~differentiated~~registered ~~products~~public oraccounting ~~services~~firm’s ~~with~~report ~~strong~~contains ~~unit~~an ~~economics~~explanatory ~~and~~paragraph that ~~have~~expresses ~~achieved~~substantial ~~high~~doubt ~~growth~~about ~~and~~our ~~have~~ability ~~significant~~to ~~continued~~continue ~~growth~~as ~~opportunities,~~a ~~including~~“going ~~further~~concern.” ~~market expansion;~~

•In ~~incremental~~connection ~~upside~~with ~~potential~~our assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, ~~which~~“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management determined that we ~~could~~are ~~access~~no longer within 12 months of our mandatory completion as of the time of filing this Annual Report on Form 10-K, which was April 12, 2023. In connection with our ~~unique~~assessment ~~operational~~of ~~expertise~~going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, ~~industry~~“Disclosures ~~relationships~~of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” this and ~~access~~our expected financing needs raises substantial doubt about our ability to ~~capital;~~continue as a going concern until the earlier of the consummation of our business combination or the date we are required to liquidate. We intend to complete a business combination before the mandatory completion date.

-69-

•We ~~products~~have ~~that~~not ~~have~~been ~~already~~able ~~reached~~to acomplete ~~level~~our initial business combination within 24 months after the closing of ~~maturity~~the ~~and~~Initial ~~have~~Public aOffering, ~~leading~~will orcease ~~niche~~all ~~market~~operations ~~position~~except ~~that~~for ~~demonstrates~~the ~~competitive~~purpose ~~advantage~~of winding up and ~~can~~we ~~create~~will ~~sustainable~~redeem ~~barriers~~our topublic ~~entry~~shares ~~against~~and ~~new~~liquidate. ~~competitors;~~

•We ahave ~~large~~not ~~total~~been ~~addressable~~able ~~market~~to find a suitable target business and ~~diversified~~complete ~~revenue~~our ~~streams~~initial business combination within 24 months after the closing of the Initial Public Offering. As a result, ~~with~~we ~~opportunity~~will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further ~~expansion~~liquidation ~~across~~distributions, ~~products~~if any) and (iii) as promptly as reasonably possible following such redemption, ~~verticals~~subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either such case, our public shareholders may receive only $10.00 per public share, or ~~target~~less ~~segments;~~than $10.00 per public share, on the redemption of their shares, and our warrants will expire worthless.

•You ~~consistent~~will ~~organic~~not ~~revenue~~have ~~growth~~any ~~with~~rights ~~scalable~~or ~~unit~~interests ~~economics~~in ~~and~~funds ~~potential~~from ~~for~~the ~~further~~trust ~~margin~~account, ~~expansion;~~except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

•Our apublic ~~strong~~shareholders are entitled to receive funds from the trust account only upon the earliest to occur of: (i) our completion of an initial business combination, ~~experienced~~and ~~management~~then ~~team~~only in connection with those Class A ordinary shares that ~~could~~such ~~benefit~~shareholder properly elected to redeem, subject to the limitations and on the conditions described herein; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our ~~management~~Initial ~~team~~Public Offering or (B) with respect to any other provisions relating to shareholders’s ~~additional~~rights ~~support~~or pre-initial business combination activity; and (iii) the redemption of our public shares if we do not complete an initial business combination within 24 months from the closing of our Initial Public Offering, ~~insights~~subject to applicable law and ~~network;~~as further described herein. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

•You ~~founders~~will ~~with~~not abe ~~long-term~~entitled ~~vision~~to ~~for~~protections ~~their~~normally ~~company;~~afforded to investors of many other blank check companies.

•Since the net proceeds of our Initial Public Offering and the sale of the private placement warrants are intended to be used to complete an initial business combination with a ~~global~~target ~~presence~~business that has not been selected, we may be deemed to be a “blank check” company under the United States securities laws. However, because we are listed on Nasdaq, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or ~~potential~~protections ~~global~~of ~~presence~~those ~~that~~rules. Among other things, this means our units will ~~resonate~~be immediately tradable and we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if our Initial Public Offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with Uour completion of an initial business combination.S. ~~investors;~~

•-10- ~~sectors where management can benefit from our extensive networks and insights;~~

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

•If ~~attractive~~the ~~value~~net ~~relative~~proceeds toof our Initial Public Offering and the ~~target’s~~sale ~~existing~~of ~~cash~~the ~~flows~~private placement warrants not being held in the trust account are insufficient to allow us to operate, ~~potential~~it could limit the amount available to fund our search for ~~operational~~a ~~improvement~~target business or businesses and ~~the~~complete ~~opportunity~~our ~~for~~initial ~~long-term~~business ~~value~~combination, ~~creation~~and inwe ~~public~~will ~~markets~~depend on loans from our sponsor or management team to fund our search and to complete our initial business combination.

eThe funds available to us outside of the trust account may not be sufficient to allow us to operate until the completion of our business combination. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-~~commerce~~shop” provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination. If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

~~know~~If we are required to seek additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post-~~how~~business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we do not complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive an estimated $10.00 per share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless.

~~value~~If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-~~add~~share redemption amount received by public shareholders may be less than $10.00 per share.

~~These~~Our ~~criteria~~placing ~~are~~of funds in the trust account may not ~~intended~~protect tothose befunds ~~exhaustive~~from third party claims against us. ~~Any~~Although ~~evaluation~~we ~~relating~~will seek to ~~the~~have ~~merits~~all ofvendors, aservice ~~particular~~providers, ~~initial~~prospective target businesses and other entities with which we do business ~~combination~~execute ~~may~~agreements bewith ~~based~~us waiving any right, title, interest or claim of any kind in or to any monies held in the ~~extent~~trust ~~relevant,~~account onfor ~~these~~the ~~general~~benefit ~~guidelines~~of asour ~~well~~public asshareholders, ~~other~~such ~~considerations~~parties may not execute such agreements, ~~factors~~or ~~and~~even ~~criteria~~if ~~that~~they ~~our~~execute ~~management~~such agreements they may ~~deem~~not ~~relevant.~~be Inprevented from bringing claims against the ~~event~~trust ~~that~~account, weincluding, ~~decide~~but not limited to, ~~enter~~fraudulent ~~into~~inducement, ~~our~~breach ~~initial~~of ~~business~~fiduciary ~~combination~~responsibility ~~with~~or aother ~~target~~similar ~~business~~claims, ~~that~~as ~~does~~well ~~not~~as ~~meet~~claims challenging the ~~above~~enforceability ~~criteria~~of ~~and~~the ~~guidelines~~waiver, wein ~~will~~each ~~disclose~~case ~~that~~in order to gain advantage with respect to a claim against our assets, including the ~~target~~funds ~~business~~held ~~does~~in ~~not~~the ~~meet~~trust account. If any third party refuses to execute an agreement waiving such claims to the ~~above~~monies ~~criteria~~held in the trust account, our ~~shareholder~~management ~~communications~~will ~~related~~consider whether competitive alternatives are reasonably available to ~~our~~us ~~initial~~and ~~business~~will ~~combination,~~only ~~which~~enter into an agreement with such third party if management believes that such third party’s engagement would be in the ~~form~~best interests of ~~proxy~~the ~~solicitation~~company ~~materials~~under orthe ~~tender~~circumstances. ~~offer~~Our ~~documents~~independent ~~that~~registered wepublic ~~would~~accounting ~~file~~firm, and the underwriter of our Initial Public Offering have not and will not execute agreements with us waiving such claims to the ~~SEC~~monies held in the trust account.

~~Initial~~Examples ~~Business~~of ~~Combination~~possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we do not complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors.

~~The~~-11- 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.

-7-Table of Contents

~~Table~~ Pursuant to the letter agreement the form of ~~Contents~~which is filed as an exhibit to the registration statement of which this prospectus forms a part, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriter of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

WeThe ~~anticipate~~securities ~~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~~invest ~~structure our initial business combination such that~~ the ~~post-transaction~~proceeds ~~company~~held ~~owns or acquires less than 100% of such interests or assets of the target business~~ in ~~order to meet certain objectives of~~ the ~~target~~trust ~~management~~account ~~team~~could orbear 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~~negative ~~interest~~rate ~~in the target sufficient for it not to be required to register as an investment company under the Investment Company Act~~ of ~~1940~~interest, aswhich ~~amended,~~could orreduce 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 inincome ~~the~~available 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~~payment of ~~the~~taxes ~~outstanding capital stock, shares~~ or ~~other~~reduce ~~equity securities of a target. In this case, we would acquire a 100% controlling interest in~~ the ~~target.~~value ~~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 ofheld ain ~~target~~trust ~~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%~~per ofshare ~~net~~redemption ~~assets~~amount ~~test~~received ~~described~~by ~~above.~~public Ifshareholders ~~the~~may ~~business~~be ~~combination~~less ~~involves more~~ than ~~one~~$10.00 ~~target~~per ~~business, the 80% of net assets test will be based on the aggregate value of all of the target businesses~~share.

~~Our~~The ~~Business~~net ~~Combination~~proceeds ~~Process~~of our Initial Public Offering and certain proceeds from the sale of the private placement warrants are held in an interest-bearing trust account. The proceeds held in the trust account may only be invested in direct U.S. Treasury obligations having a maturity of 185 days or less, or in certain money market funds which invest only in direct U.S. Treasury obligations. While short-term U.S. Treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event of very low or negative yields, the amount of interest income (which we may withdraw to pay income taxes, if any) would be reduced. In the event that we do not complete our initial business combination, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interest income. If the balance of the trust account is reduced as a result of negative interest rates, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per share.

~~end-market~~Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.

In ~~evaluating~~the aevent ~~prospective~~that ~~target~~the ~~business,~~proceeds wein ~~have~~the trust account are reduced below the lesser of (i) $10.00 per share and ~~expect~~(ii) the toactual ~~continue~~amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to ~~conduct~~reductions ain ~~thorough~~the ~~diligence~~value ~~review~~of ~~that~~the ~~will~~trust ~~encompass~~assets, ~~among~~in ~~other~~each ~~things~~case less taxes payable, ~~meetings~~and ~~with~~our ~~incumbent~~sponsor ~~management~~asserts ~~and~~that ~~employees,~~it ~~commercial,~~is ~~financial~~unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal ~~and~~action ~~technology~~against ~~due~~our ~~diligence,~~sponsor asto ~~well~~enforce asits aindemnification ~~review~~obligations. ofWhile ~~other~~we ~~information~~currently expect that ~~will~~our beindependent ~~appropriate. The~~directors ~~time~~would ~~required~~take tolegal ~~select~~action ~~and~~on ~~evaluate~~our abehalf ~~target~~against ~~business~~our ~~and~~sponsor to ~~structure~~enforce ~~and~~its ~~complete~~indemnification obligations to us, it is possible that our ~~initial~~independent directors in exercising their business ~~combination,~~judgment and ~~the~~subject ~~costs~~to ~~associated~~their ~~with~~fiduciary ~~this~~duties ~~process,~~may ~~are~~choose not ~~currently~~to ~~ascertainable~~do ~~with~~so in any ~~degree~~particular instance if, for example, the cost of ~~certainty.~~such ~~Any~~legal ~~costs~~action ~~incurred~~is ~~with~~deemed ~~respect~~by the independent directors to ~~the~~be ~~identification~~too ~~and~~high ~~evaluation~~relative ofto athe ~~prospective~~amount ~~target~~recoverable ~~business~~or ~~with~~if ~~which~~the ~~our~~independent ~~initial~~directors ~~business~~determine ~~combination~~that a favorable outcome is not ~~ultimately~~likely. ~~completed~~If ~~will~~our ~~result~~independent indirectors ~~our~~choose ~~incurring~~not ~~losses~~to ~~and~~enforce ~~will~~these ~~reduce~~indemnification obligations, the amount of funds wein ~~can~~the ~~use~~trust account available for distribution to ~~complete~~our ~~another~~public ~~business~~shareholders ~~combination~~may be reduced below $10.00 per share.

We-12- 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.

MembersTable 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. Contents

~~-8-~~We may not have sufficient funds to satisfy indemnification claims of our directors and officers.

~~Table~~We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of ~~Contents~~any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

~~non-compete~~If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding up petition or an involuntary bankruptcy or winding up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

~~Each of our officers and directors presently has~~If, ~~and~~after ~~any~~we ofdistribute ~~them~~the proceeds in the ~~future~~trust ~~may~~account ~~have additional, fiduciary or contractual obligations~~ to ~~another~~our ~~entity~~public shareholders, ~~including~~we ~~HelloFresh~~file ~~and~~a ~~its~~bankruptcy ~~affiliates,~~or ~~pursuant~~winding toup ~~which~~petition ~~such officer~~ or ~~director~~an isinvoluntary bankruptcy or ~~will~~winding beup ~~required~~petition tois ~~present~~filed aagainst ~~business~~us ~~combination~~that ~~opportunity~~is tonot ~~such entity. Accordingly~~dismissed, if any ofdistributions ~~our~~received ~~officers~~by orshareholders ~~directors~~could ~~becomes~~be ~~aware~~viewed ofunder aapplicable ~~business~~debtor/creditor ~~combination~~and/or ~~opportunity~~bankruptcy ~~which~~laws isor ~~suitable~~insolvency ~~for~~laws anas ~~entity~~either toa ~~which~~“preferential hetransfer” or ~~she~~a ~~has~~“fraudulent ~~then-current~~conveyance.” ~~fiduciary~~As ora ~~contractual obligations~~result, hea orbankruptcy ~~she~~court ~~will honor his~~ or ~~her~~insolvency ~~fiduciary~~court orcould ~~contractual~~seek ~~obligations~~ to ~~present~~recover ~~such~~some ~~business~~or ~~combination~~all ~~opportunity~~amounts toreceived ~~such~~by ~~other~~our ~~entity, subject to their fiduciary duties under Cayman Islands law~~shareholders. ~~Our~~In ~~amended~~addition, ~~and~~our ~~restated~~board ~~memorandum and articles~~ of ~~association~~directors ~~provide~~may ~~that,~~be toviewed ~~the fullest extent permitted by applicable law: (i) no individual serving~~ as ahaving ~~director~~breached orits anfiduciary ~~officer shall have any~~ duty, ~~except and~~ to ~~the~~our ~~extent~~creditors ~~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~~having ~~in,~~acted or in ~~being~~bad ~~offered an opportunity to participate in~~faith, ~~any~~thereby ~~potential~~exposing ~~transaction~~itself orand ~~matter~~us ~~which~~to ~~may~~claims beof apunitive ~~corporate opportunity for any director or officer~~damages, onby ~~the~~paying ~~one~~public ~~hand,~~shareholders ~~and~~from ~~us, on~~ the ~~other.~~trust ~~However,~~account weprior doto ~~not~~addressing ~~believe that~~ the ~~fiduciary~~claims ~~duties or contractual obligations~~ of ~~our officers or directors will materially affect our ability to complete our initial business combination~~creditors.

InIf, ~~addition~~before todistributing the ~~above,~~proceeds ~~our~~in ~~sponsor~~the ~~and~~trust ~~our~~account ~~directors,~~to ~~officers~~our ~~and~~public ~~advisors may sponsor~~shareholders, ~~form~~we orfile ~~participate~~a inbankruptcy ~~other~~or ~~blank~~winding ~~check~~up ~~companies~~petition ~~similar to ours~~ or ~~may~~an ~~pursue~~involuntary ~~other~~bankruptcy ~~business~~ or ~~investment~~winding ~~ventures~~up ~~during~~petition ~~the~~is ~~period~~filed inagainst ~~which~~us wethat ~~are~~is ~~seeking~~not ~~an initial business combination. Any such companies~~dismissed, ~~businesses~~the orclaims ~~investments may present additional conflicts~~ of ~~interest~~creditors in ~~pursuing~~such anproceeding ~~acquisition~~may ~~target,~~have ~~particularly~~priority inover the ~~event~~claims ~~there~~of isour ~~overlap~~shareholders ~~among investment mandates~~ and the ~~director~~per-share ~~and~~amount ~~officer teams. However, we do not currently expect~~ that ~~any such potential conflicts~~ would ~~materially~~otherwise ~~affect~~be ~~our~~received ~~ability~~by ~~to complete~~ our ~~initial~~shareholders ~~business~~in ~~combination.~~connection Wewith ~~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~~liquidation ormay ~~other~~be ~~obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination~~reduced.

~~Status~~If, asbefore distributing the proceeds in the trust account to our public shareholders, we file a ~~Public~~bankruptcy ~~Company~~or winding up petition or an involuntary bankruptcy or winding up petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

WeIf ~~believe~~we ~~our~~are ~~structure~~deemed ~~makes us an attractive business combination partner~~ to ~~target~~be ~~businesses. As~~ an ~~existing~~investment ~~public~~ company, wefor ~~offer~~purposes ~~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~~Investment ~~business~~Company ~~may~~Act, ~~for~~we ~~example,~~would ~~exchange~~be ~~their~~required ~~capital~~to ~~stock,~~institute ~~shares~~burdensome orcompliance ~~other~~requirements ~~equity~~and ~~securities in the target business for~~ our ~~Class A~~activities ~~ordinary~~would ~~shares~~be ~~(or~~severely ~~shares~~restricted ~~of a new holding company) or for a combination of our Class A ordinary shares~~ and ~~cash~~, ~~allowing~~as ~~us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find this method~~ a ~~more~~result, ~~expeditious~~we ~~and~~may ~~cost~~abandon ~~effective~~our ~~method~~efforts to ~~becoming~~consummate 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~~liquidate ~~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 usCompany.

~~Furthermore~~On March 30, ~~once~~2022, athe SEC issued proposed ~~business~~rules ~~combination~~(the is“SPAC ~~completed~~Rule Proposals”) that would, ~~the~~among ~~target~~other ~~business~~items, ~~will~~impose ~~have~~additional ~~effectively~~disclosure ~~become~~requirements ~~public,~~in ~~whereas~~business ancombination ~~initial~~transactions ~~public~~involving ~~offering~~SPACs isand ~~always~~private ~~subject~~operating tocompanies; amend the ~~underwriter’s~~financial ~~ability~~statement requirements applicable to ~~complete~~business combination transactions involving such companies; update and expand guidance regarding the ~~offering~~general use of projections in SEC filings, as well as ~~general~~when ~~market~~projections ~~conditions,~~are ~~which~~disclosed ~~could~~in ~~delay~~connection orwith ~~prevent~~proposed ~~the~~business ~~offering~~combination ~~from~~transactions; ~~occurring~~increase orthe ~~could~~potential ~~have~~liability ~~negative~~of ~~valuation~~certain ~~consequences.~~participants ~~Following~~in anproposed ~~initial~~ business combination, wetransactions; ~~believe~~and impact the ~~target~~extent ~~business~~to ~~would~~which ~~then~~SPACs ~~have~~could ~~greater~~become ~~access~~subject to ~~capital,~~regulation anunder ~~additional~~the ~~means~~Investment Company Act of ~~providing~~1940, ~~management~~as ~~incentives~~amended ~~consistent~~(the ~~with~~“Investment ~~shareholders’~~Company ~~interests~~Act”), ~~and~~including ~~the~~a ~~ability~~proposed torule ~~use~~that ~~its~~would ~~shares~~provide asSPACs ~~currency~~a ~~for~~safe ~~acquisitions.~~harbor ~~Being~~from atreatment ~~public~~as an investment company ~~can~~if ~~offer~~they ~~further~~satisfy ~~benefits~~certain byconditions ~~augmenting~~that limit a ~~company~~SPAC’s ~~profile~~duration, ~~among~~asset ~~potential~~composition, ~~new~~business ~~customers~~purpose and ~~vendors~~activities. The SPAC Rule Proposals have not yet been adopted and ~~aid~~may be adopted in ~~attracting~~the ~~talented~~proposed ~~employees~~form or in a different form that could impose additional regulatory requirements on SPACs.

~~While~~-13- 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.

-9-Table of Contents

~~Table~~As described further above, the SPAC Rule Proposals relate, among other matters, to the circumstances in which SPACs such as the Company could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of ~~Contents~~“investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a business combination. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for a business combination no later than 18 months after the effective date of its registration statement for its initial public offering (the “IPO Registration Statement”). A SPAC would then be required to complete a business combination no later than 24 months after the effective date of the IPO Registration Statement. Because the SPAC Rule Proposals have not yet been adopted, there is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that has not entered into a definitive agreement within 18 months after the effective date of its IPO Registration Statement or that does not complete its initial business combination within 24 months. As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company. If we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to additional burdensome regulatory requirements and expenses for which we have not allotted funds.

~~non-affiliates~~Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.

~~non-convertible~~We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.

~~Regulation S-K~~Our public shareholders may be forced to wait beyond 24 months before redemption from our trust account can occur.

~~non-affiliates~~The proceeds then on deposit in the trust account, including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares, as further described herein. Any redemption of public shareholders from the trust account will be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond 24 months from the closing of our Initial Public Offering before the redemption proceeds of our trust account become available to them, and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial business combination prior thereto and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we do not complete our initial business combination.

thOur shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

~~non-affiliates~~If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that, immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offense and may be liable for a fine and to imprisonment in the Cayman Islands.

th-14-

EffectingTable Ourof Initial Business Combination Contents

~~General~~We may be a passive foreign investment company, or “PFIC,” which could result in adverse United States federal income tax consequences to U.S. investors.

WeIf ~~intend~~we toare ~~effectuate~~a ~~our~~PFIC ~~initial~~for ~~business~~any ~~combination~~taxable ~~using~~year ~~cash~~(or ~~from~~portion ~~the~~thereof) ~~proceeds~~that ofis ~~our~~included ~~initial~~in ~~public~~the ~~offering~~holding ~~and~~period ~~the~~of ~~private~~a ~~placement~~U.S. holder of ~~the~~our ~~private~~Class A ~~placement~~ordinary shares or warrants, the ~~proceeds~~U.S. ofholder ~~the~~may ~~sale~~be ofsubject ~~our~~to ~~shares~~adverse inU.S. ~~connection~~federal ~~with~~income ~~our~~tax ~~initial~~consequences ~~business~~and ~~combination~~may ~~(pursuant~~be subject to ~~forward~~additional ~~purchase~~reporting ~~agreements~~requirements. orThere ~~backstop~~can ~~agreements~~be weno ~~may~~assurances ~~enter~~with ~~into~~respect ~~following~~to our ~~Initial~~status ~~Public~~as ~~Offering~~a PFIC for our current taxable year or ~~otherwise),~~any ~~shares~~subsequent ~~issued~~taxable toyear (and, in the ~~owners~~case of the ~~target~~startup exception, ~~debt~~potentially ~~issued~~not tountil ~~bank~~after orthe ~~other~~two ~~lenders~~taxable oryears following our current taxable year). However, our actual PFIC status for any taxable year will not be determinable until after the ~~owners~~end of ~~the~~such ~~target~~taxable year. Moreover, orif we determine we are a ~~combination~~PFIC offor ~~the~~any ~~foregoing~~taxable year, upon request, we will endeavor to provide to a U.S. Weholder such information as the Internal Revenue Service (“IRS”) may ~~seek~~require, in order to ~~complete~~enable ~~our~~the ~~initial~~U.S. ~~business~~holder ~~combination~~to ~~with~~make and maintain a ~~company~~“qualified orelecting ~~business~~fund” ~~that~~election, ~~may~~but bethere ~~financially~~can ~~unstable~~be orno inassurance ~~its~~that ~~early~~we ~~stages~~will oftimely ~~development~~provide orsuch ~~growth~~required information, ~~which~~and such election would ~~subject~~be usunavailable towith ~~the~~respect ~~numerous~~to ~~risks~~our ~~inherent~~warrants in ~~such~~all ~~companies~~cases. ~~and~~We ~~businesses~~urge U.S. investors to consult their own tax advisors regarding the possible application of the PFIC rules.

IfWe ~~our~~are ~~initial~~an ~~business~~emerging ~~combination~~growth iscompany ~~paid~~and ~~for~~a ~~using~~smaller ~~equity~~reporting orcompany ~~debt~~within ~~securities, or not all of~~ the ~~funds~~meaning ~~released from the trust account are used for payment~~ of the ~~consideration~~Securities inAct, ~~connection~~and ~~with~~if ~~our initial business combination or used for redemptions of our Class A ordinary shares,~~ we ~~may~~take ~~use~~advantage ~~the balance~~ of ~~the~~certain ~~cash~~exemptions ~~released to us~~ from ~~the~~disclosure ~~trust~~requirements ~~account~~available ~~following~~to ~~the~~emerging ~~closing~~growth ~~for~~companies ~~general corporate purposes, including for maintenance~~ or ~~expansion~~smaller ofreporting ~~operations of the post-transaction company~~companies, ~~the~~this ~~payment~~could ofmake ~~principal~~our orsecurities ~~interest~~less ~~due~~attractive onto ~~indebtedness~~investors ~~incurred~~and inmay ~~completing~~make ~~our~~it ~~initial~~more ~~business~~difficult ~~combination,~~ to ~~fund~~compare ~~the~~our ~~purchase~~performance ofwith other ~~companies~~public ~~or for working capital~~companies.

~~While~~We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may ~~pursue~~take anadvantage ~~initial~~of ~~business~~certain ~~combination~~exemptions ~~target~~from invarious ~~any~~reporting ~~industry~~requirements orthat ~~region~~are applicable to other public companies that are not emerging growth companies, weincluding, ~~intend~~but not limited to, ~~focus~~not ~~our~~being ~~search~~required onto ~~technology~~comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-~~enabled~~Oxley ~~businesses~~Act, inreduced ~~Europe.~~disclosure ~~Although~~obligations regarding executive compensation in our ~~management~~periodic ~~will~~reports ~~assess~~and proxy statements, and exemptions from the ~~risks~~requirements ~~inherent~~of inholding a ~~particular~~nonbinding ~~target~~advisory ~~business~~vote ~~with~~on ~~which~~executive wecompensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may ~~combine~~not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot ~~assure~~predict ~~you~~whether ~~that~~investors ~~this~~will ~~assessment~~find our securities less attractive because we will ~~result~~rely inon these exemptions. If some investors find our ~~identifying~~securities ~~all~~less ~~risks~~attractive ~~that~~as a ~~target~~result ~~business~~of ~~may~~our ~~encounter.~~reliance ~~Furthermore~~on these exemptions, ~~some~~the trading prices of ~~those~~our ~~risks~~securities may be ~~outside~~lower ofthan ~~our~~they ~~control~~otherwise would be, ~~meaning~~there ~~that~~may webe ~~can~~a doless ~~nothing~~active totrading ~~control~~market orfor ~~reduce~~our ~~the~~securities ~~chances~~and ~~that~~the ~~those~~trading ~~risks~~prices ~~will~~of ~~adversely~~our ~~affect~~securities amay ~~target~~be ~~business~~more volatile.

WeFurther, ~~may~~Section 102(b)(1) ~~seek~~of tothe ~~raise~~JOBS ~~additional~~Act ~~funds~~exempts ~~through~~emerging agrowth ~~private~~companies ~~offering~~from ofbeing ~~debt~~required orto ~~equity~~comply ~~securities in connection~~ with ~~the~~new ~~completion~~or ofrevised ~~our~~financial ~~initial~~accounting ~~business~~standards ~~combination~~until ~~and~~private wecompanies ~~may~~(that ~~effectuate~~is, ~~our~~those ~~initial~~that ~~business~~have ~~combination~~not ~~using~~had ~~the~~a ~~proceeds~~Securities ofAct ~~such~~registration ~~offering~~statement ~~rather~~declared ~~than~~effective ~~using~~or ~~the~~do ~~amounts~~not ~~held~~have ina ~~the~~class ~~trust~~of ~~account.~~securities Inregistered ~~addition,~~under wethe ~~intend~~Exchange toAct) ~~target businesses with enterprise values that~~ are ~~greater~~required ~~than~~to wecomply ~~could acquire~~ with the ~~net~~new ~~proceeds~~or ofrevised ~~the~~financial ~~Initial~~accounting ~~Public~~standards. ~~Offering~~The ~~and~~JOBS ~~the~~Act ~~sale~~provides ofthat ~~the private placement warrants, and, as~~ a ~~result,~~company ifcan ~~the~~elect ~~cash~~to ~~portion~~opt out of the ~~purchase~~extended ~~price~~transition ~~exceeds~~period ~~the~~and ~~amount~~comply ~~available~~with ~~from~~ the ~~trust~~requirements ~~account,~~that ~~net~~apply ofto ~~amounts~~non-emerging ~~needed~~growth tocompanies ~~satisfy~~but any ~~redemptions~~such byan ~~public~~election ~~shareholders, we may be required~~ to ~~seek~~opt ~~additional~~out ~~financing~~is ~~to complete such proposed initial business combination~~irrevocable. ~~Subject~~We tohave ~~compliance~~elected ~~with~~not ~~applicable securities laws, we would expect~~ to ~~complete~~opt ~~such~~out ~~financing only simultaneously with the completion~~ of ~~our~~such ~~initial~~extended ~~business~~transition ~~combination.~~period Inwhich ~~the~~means ~~case~~that ofwhen ana ~~initial~~standard ~~business~~is ~~combination~~issued ~~funded~~or ~~with~~revised ~~assets~~and ~~other~~it ~~than~~has ~~the~~different ~~trust~~application ~~account~~dates ~~assets,~~for ~~our~~public ~~proxy materials~~ or ~~tender~~private ~~offer~~companies, ~~documents disclosing the initial business combination would disclose the terms of the financing and~~we, ~~only~~as ifan ~~required~~emerging bygrowth ~~law~~company, wecan ~~would~~adopt ~~seek shareholder approval of such financing. There is no limitation on our ability to raise funds through~~ the ~~issuance~~new ~~of equity~~ or ~~equity-linked~~revised ~~securities~~standard orat ~~through~~the ~~loans,~~time ~~advances~~private orcompanies ~~other~~adopt ~~indebtedness~~the innew ~~connection with our initial business combination, including pursuant to forward purchase agreements~~ or ~~backstop~~revised ~~agreements~~standard. weThis may ~~enter~~make ~~into~~comparison ~~following consummation~~ of our ~~Initial~~financial ~~Public~~statements ~~Offering.~~with Atanother ~~this~~public ~~time,~~company wewhich ~~are~~is ~~not~~neither aan ~~party~~emerging togrowth ~~any~~company ~~arrangement~~nor oran ~~understanding~~emerging ~~with~~growth ~~any~~company ~~third~~which ~~party~~has ~~with~~opted ~~respect~~out toof ~~raising~~using ~~any additional funds through~~ the ~~sale~~extended oftransition ~~securities~~period difficult or ~~otherwise.~~impossible ~~None~~because of ~~our~~the ~~sponsors,~~potential ~~officers,~~differences ~~directors or shareholders is required to provide any financing to us~~ in ~~connection~~accounting ~~with~~standards ~~or after our initial business combination~~used.

-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

~~Table~~-15- ~~of Contents~~

SourcesTable of Target BusinessesContents

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~~the ~~solicited~~prior byJune ~~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~~30th, ~~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~~ (2) our ~~anchor~~annual ~~investors~~revenues ~~may~~equaled ~~also bring to our attention target business candidates of which they become aware through their business contacts as a result of formal~~ or ~~informal~~exceeded ~~inquiries~~$100 million orduring ~~discussions~~such ~~they~~completed ~~may~~fiscal ~~have,~~year asand ~~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~~market ~~record~~value ~~and business relationships~~ of our ~~officers~~ordinary ~~and~~shares ~~directors.~~held ~~While~~by 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 non-affiliates, orequals ~~other individuals in the future, in which event we may pay a finder’s fee, consulting fee~~ or ~~other~~exceeds ~~compensation~~$700 million toas ~~be determined in an arm’s length negotiation based on the terms~~ of the ~~transaction.~~prior InJune ~~addition, the underwriters may provide these services without additional compensation~~30th. WeTo ~~will formally engage a finder only to~~ the extent ~~our~~we ~~management~~take ~~determines~~advantage ~~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~~reduced ~~will~~disclosure ~~be paid out of the funds held in the trust account. In addition~~obligations, weit ~~pay~~may ~~our~~also ~~sponsor~~make ~~$15,000~~comparison 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~~financial ~~investment~~statements ~~advisor,~~with 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~~public ~~paid~~companies bydifficult ~~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)impossible.

WeCompliance ~~are~~obligations ~~not~~under ~~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~~Sarbanes-Oxley ~~combination~~Act ~~through~~may amake ~~joint~~it ~~venture~~more ordifficult ~~other~~for ~~form~~us ~~of shared ownership with our sponsor, officers or directors. In the event that we seek~~ to ~~complete~~effectuate our initial business combination, ~~with~~require asubstantial ~~business~~financial ~~combination~~and ~~target~~management ~~that is affiliated with our sponsor~~resources, ifand ~~required~~increase ~~by applicable law or based upon~~ the ~~decision~~time ofand ~~our~~costs ~~board~~ of ~~directors~~completing ~~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~~Section 404 of athe ~~Target~~Sarbanes-Oxley ~~Business~~Act requires that we evaluate and ~~Structuring~~report on our system of ~~Our~~internal ~~Initial~~controls ~~Business~~beginning ~~Combination~~with this Annual Report. However, because we qualify as an emerging growth company, we are not required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

InBecause ~~evaluating a prospective target business,~~ we ~~expect~~are toincorporated ~~conduct~~under athe ~~due~~laws ~~diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews~~ of ~~customers~~the ~~and~~Cayman ~~suppliers~~Islands, ~~inspection~~you ofmay ~~facilities,~~face asdifficulties ~~applicable,~~in asprotecting ~~well~~your ~~as a review of financial~~interests, ~~operational, legal~~ and ~~other~~your ~~information~~ability ~~which will be made available~~ to ~~us.~~protect Ifyour werights ~~determine~~through ~~to move forward with a particular target, we will proceed to structure and negotiate~~ the ~~terms~~U.S. ofFederal ~~the~~courts ~~business~~may ~~combination~~be ~~transaction~~limited.

~~The~~We ~~time~~are ~~required~~an toexempted ~~select~~company ~~and~~incorporated ~~evaluate~~under ~~a target business and to structure and complete our initial business combination, and~~ the ~~costs~~laws ~~associated with this process, are not currently ascertainable with any degree~~ of ~~certainty. Any costs incurred with respect to~~ the ~~identification~~Cayman ~~and~~Islands. ~~evaluation~~As ~~of, and negotiation with,~~ a ~~prospective target business with which our initial business combination is not ultimately completed will~~ result, init ~~our~~may ~~incurring~~be ~~losses~~difficult ~~and~~for ~~will~~investors ~~reduce the funds we can use~~ to ~~complete~~effect ~~another~~service ~~business~~of ~~combination.~~process ~~The~~within ~~company~~the ~~will~~United ~~not~~States ~~pay~~upon ~~any consulting fees to members of~~ our ~~management~~directors ~~team,~~ or ~~any of their respective affiliates~~officers, ~~for~~or ~~services~~enforce ~~rendered~~judgments toobtained or in ~~connection~~the ~~with~~United ~~our~~States ~~initial~~courts ~~business~~against ~~combination~~our ~~other~~directors ~~than~~or ~~as described above~~officers.

~~-11-~~Our corporate affairs will be governed by our amended and restated memorandum and articles of association, the Companies Act and the common law of the Cayman Islands. We will also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders’ derivative action in a Federal court of the United States.

~~Table~~We have been advised by Maples and Calder (Cayman) LLP, our Cayman Islands legal counsel, that the courts of ~~Contents~~the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

~~Lack~~-16- ~~of Business Diversification~~

ForTable 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: Contents

•As ~~subject~~a usresult toof ~~negative~~all ~~economic~~of the above, ~~competitive~~public ~~and~~shareholders ~~regulatory~~may ~~developments,~~have ~~any~~more ordifficulty ~~all~~in ofprotecting ~~which~~their ~~may~~interests ~~have~~in athe ~~substantial~~face ~~adverse~~of ~~impact~~actions ontaken by management, members of the ~~particular~~board ~~industry~~of indirectors ~~which~~or wecontrolling ~~operate~~shareholders ~~after~~than ~~our~~they ~~initial~~would ~~business~~as ~~combination;~~public ~~and~~shareholders of a United States company.

•Provisions ~~cause~~in usour toamended ~~depend~~and onrestated ~~the~~memorandum ~~marketing~~ and ~~sale~~articles of association may inhibit a ~~single~~takeover ~~product~~of orus, ~~limited~~which ~~number~~could oflimit ~~products~~the orprice ~~services~~investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.

~~Limited~~Our ~~Ability~~amended and restated memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to ~~Evaluate~~be in their best interests. These provisions include a staggered board of directors and the ~~Target’s~~ability ~~Management~~of ~~Team~~the board of directors to designate the terms of and issue new series of preference shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

~~Although~~Cyber weincidents 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~~attacks todirected 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~~us ~~time~~could ofresult ~~our initial business combination. While it is possible that one or more of our directors will remain associated~~ in ~~some~~information ~~capacity with us following our initial business combination~~theft, itdata ~~is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover~~corruption, weoperational ~~cannot~~disruption ~~assure you that members of our management team will have significant experience~~ and/or ~~knowledge~~financial ~~relating to the operations of the particular target business~~loss.

We ~~cannot~~depend ~~assure~~on ~~you~~digital ~~that~~technologies, ~~any~~including information systems, infrastructure and cloud applications and services, including those of ~~our~~third ~~key~~parties ~~personnel~~with ~~will~~which ~~remain~~we inmay ~~senior~~deal. ~~management~~Sophisticated and deliberate attacks on, or ~~advisory~~security ~~positions~~breaches ~~with~~in, our systems or infrastructure, or the ~~combined~~systems ~~company.~~or ~~The~~infrastructure ~~determination~~of asthird parties or the cloud, could lead to ~~whether~~corruption ~~any~~or misappropriation of our ~~key~~assets, ~~personnel~~proprietary ~~will~~information ~~remain~~and ~~with~~sensitive ~~the~~or ~~combined~~confidential data. As an early stage company ~~will~~without significant investments in data security protection, we may not be ~~made~~sufficiently atprotected ~~the~~against ~~time~~such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of ~~our~~these ~~initial~~occurrences, ~~business~~or a combination of them, could have adverse consequences on our business and lead to financial loss.

~~Following~~We have identified a ~~business~~material ~~combination,~~weakness wein ~~may~~our ~~seek~~disclosure tocontrols ~~recruit~~and ~~additional~~internal ~~managers~~control toover ~~supplement~~financial ~~the~~reporting. ~~incumbent~~If ~~management~~we ofare ~~the~~unable ~~target~~to ~~business.~~develop Weand ~~cannot~~maintain ~~assure~~an ~~you~~effective ~~that~~system of internal control over financial reporting, we ~~will~~may ~~have~~not ~~the~~be ~~ability~~able to ~~recruit~~accurately ~~additional~~report ~~managers~~our financial results in a timely manner, orwhich ~~that~~may ~~additional~~adversely ~~managers~~affect ~~will~~investor ~~have~~confidence ~~the~~in ~~requisite~~us ~~skills,~~and ~~knowledge~~materially orand ~~experience~~adversely ~~necessary~~affect toour ~~enhance~~business ~~the~~and ~~incumbent~~operating ~~management~~results.

~~Shareholders~~We ~~May~~have ~~Not~~identified ~~Have~~a ~~the~~material ~~Ability~~weakness in our disclosure controls and internal control over financial reporting related to ~~Approve~~our ~~Our~~evaluation ~~Initial~~and ~~Business~~review ~~Combination~~of complex accounting standards for equity transactions, and we have restated our previously issued audited balance sheet as of April 12, 2021, included in our 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 certain of our previously issued financial statements in our quarterly report on Form 10-Q for the period ended June 30, 2021, filed with the SEC on October 25, 2021. As a result of this material weakness, our management has concluded that our disclosure controls and procedures were not effective as of December 31, 2022.

WeEffective ~~may~~internal ~~conduct~~controls ~~redemptions~~are ~~without~~necessary afor ~~shareholder~~us ~~vote~~to ~~pursuant~~provide reliable financial reports and prevent fraud. We continue to take steps to remediate the ~~tender~~material ~~offer~~weakness. ~~rules~~If ofwe identify any new material weaknesses in the ~~SEC~~future, ~~subject~~any such newly identified material weakness could limit our ability to ~~the~~prevent ~~provisions~~or detect a misstatement of our ~~amended~~accounts ~~and~~or ~~restated~~disclosures ~~memorandum~~that ~~and~~could ~~articles~~result in a material misstatement of ~~association~~our annual or interim financial statements. ~~However~~In such case, we ~~will~~may ~~seek~~be ~~shareholder~~unable ~~approval~~to ifmaintain itcompliance iswith ~~required~~securities by law orrequirements regarding timely filing of periodic reports in addition to applicable stock exchange ~~rule~~listing requirements, investors may lose confidence in our financial reporting and the price of our securities may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may ~~decide~~take toin ~~seek~~the ~~shareholder~~future, ~~approval~~will ~~for~~be ~~business~~sufficient orto ~~other~~avoid ~~reasons~~potential future material weaknesses.

~~Under~~-17- ~~Nasdaq’s listing rules, shareholder approval would be required for our initial business combination if, for example:~~

•Table 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);Contents

•Our ~~Any~~warrants ofare ~~our~~now ~~directors,~~accounted ~~officers~~for ~~or substantial shareholders (~~as ~~defined~~derivative byliabilities ~~Nasdaq~~and ~~rules)~~are ~~has~~recorded aat 5%fair orvalue ~~greater~~with ~~interest~~changes ~~(or~~in ~~such~~fair ~~persons~~value ~~collectively~~each ~~have~~period areported ~~10%~~in ~~or greater interest)~~earnings, ~~directly~~which ormay ~~indirectly,~~have inan ~~the~~adverse ~~target~~effect ~~business~~on ~~or assets to be acquired or otherwise and~~ the ~~present~~market orprice ~~potential issuance~~ of our ordinary shares ~~could~~or ~~result~~may inmake anit ~~increase~~more indifficult ~~outstanding~~for ~~ordinary~~us ~~shares~~to orconsummate ~~voting~~an ~~power~~initial ofBusiness 5%Combination. ~~or more; or~~

•We ~~The~~issued ~~issuance~~11,500,000 warrants as part of the Units offered in our Initial Public Offering, and, concurrently therewith, we issued in a private placement, 5,083,333 Private Placement Warrants. We have accounted for both the warrants underlying the Units offered in our Initial Public Offering and the private placement warrants as warrant liabilities. At each reporting period (1) the accounting treatment of the warrants will be re-evaluated for proper accounting treatment as a liability or ~~potential~~equity ~~issuance~~and (2) the fair value of ~~ordinary~~the ~~shares~~liability of the public and private placement warrants will ~~result~~be remeasured and the change in the fair value of the liability will be recorded as other income (expense) in our ~~undergoing~~income astatement. For the twelve-month period ending December 31, 2022, we recorded $0 in other expense related to the excess fair value over purchase price of the Private Placement Warrants, and $14,670,299 in other income related to the change in fair value of ~~control~~the warrants.

Changes in the inputs and assumptions for the valuation model we use to determine the fair value of such liability may have a material impact on the estimated fair value of the embedded derivative liability. The share price of our ordinary shares represents the primary underlying variable that impacts the value of the derivative instruments. Additional factors that impact the value of the derivative instruments include the volatility of our stock price, discount rates and stated interest rates. As a result, our condensed financial statements and results of operations will fluctuate quarterly, based on various factors, such as the share price of our ordinary shares, many of which are outside of our control. In addition, we may change the underlying assumptions used in our valuation model, which could in result in significant fluctuations in our results of operations. If our stock price is volatile, we expect that we will recognize non-~~12-~~cash gains or losses on our warrants, or any other similar derivative instruments each reporting period and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings may have an adverse effect on the market price of our ordinary shares. In addition, potential targets may seek a special purpose acquisition company that does not have warrants that are accounted for as a liability, or have any warrants at all, which may make it more difficult for us to consummate an initial business combination with a target business.

~~Table~~Risks ofRelating ~~Contents~~to our Sponsor and Management Team

~~Permitted~~We ~~Purchases~~are ofdependent ~~Our~~upon ~~Securities~~our officers and directors and their loss could adversely affect our ability to operate.

~~non~~Our operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors and the members of our advisory board. We believe that our success depends on the continued service of our officers, directors and members of our advisory board, at least until we have completed our initial business combination. In addition, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-~~public~~man insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us.

~~non-public~~Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.

InOur ~~the~~officers ~~event~~and ~~that~~directors ~~our~~are ~~sponsor,~~not ~~directors,~~required ~~officers~~to, ~~advisors~~and orwill ~~their~~not, ~~affiliates~~commit ~~purchase~~their ~~shares~~full intime ~~privately~~to ~~negotiated~~our ~~transactions~~affairs, ~~from~~which ~~public~~may ~~shareholders~~result ~~who~~in ~~have~~a ~~already~~conflict ~~elected~~of tointerest ~~exercise~~in allocating their ~~redemption~~time ~~rights,~~between ~~such~~our ~~selling~~operations ~~shareholders~~and ~~would~~our besearch ~~required~~for toa ~~revoke~~business ~~their~~combination ~~prior~~and ~~elections to redeem~~ their ~~shares~~other businesses. We do not ~~currently~~intend ~~anticipate~~to ~~that~~have ~~such~~any ~~purchases,~~full-time ifemployees ~~any,~~prior ~~would~~to ~~constitute~~the acompletion ~~tender~~of ~~offer~~our ~~subject~~initial tobusiness ~~the~~combination. ~~tender~~Each ~~offer~~of ~~rules~~our ~~under~~officers ~~the~~is ~~Exchange~~engaged ~~Act~~in orother abusiness ~~going-private~~endeavors ~~transaction~~for ~~subject~~which tohe ~~the~~may ~~going-private~~be ~~rules~~entitled ~~under~~to ~~the~~substantial ~~Exchange~~compensation, ~~Act;~~and ~~however,~~our ifofficers ~~the~~are ~~purchasers~~not ~~determine~~obligated atto ~~the~~contribute ~~time~~any specific number of ~~any~~hours ~~such~~per ~~purchases~~week ~~that~~to ~~the~~our ~~purchases~~affairs. ~~are~~Our ~~subject~~independent todirectors ~~such~~also ~~rules,~~serve ~~the~~as ~~purchasers~~officers ~~will~~and ~~comply~~board ~~with~~members ~~such~~for ~~rules~~other entities.

~~The~~Our ~~purpose~~letter 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~~sponsor, ~~business combination~~officers, ~~where~~directors itand ~~appears~~advisors ~~that~~may ~~such requirement would otherwise not~~ be ~~met.~~amended ~~The~~without ~~purpose~~shareholder ~~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.~~

InOur ~~addition,~~letter ifagreement ~~such~~with ~~purchases~~our ~~are~~sponsor, ~~made~~officers, ~~the~~directors ~~public~~and ~~“float”~~advisors ofand our ~~Class A~~agreement ~~ordinary~~with our anchor investors contains provisions relating to transfer restrictions of our founder shares orand ~~public~~private placement warrants, indemnification of the trust account, waiver of redemption rights and participation in liquidating distributions from the trust account. These agreements may be ~~reduced~~amended without shareholder approval (although releasing our sponsor, officers, directors and advisors from the ~~number~~restriction not to transfer the founder shares for 180 days following the date of ~~beneficial~~this ~~holders~~prospectus will require the prior written consent of the underwriter). While we do not expect our ~~securities~~board to approve any amendment to the letter agreement prior to our initial business combination, it may be ~~reduced~~possible that our board, ~~which~~in ~~may~~exercising ~~make~~its itbusiness ~~difficult~~judgment and subject to ~~maintain~~its fiduciary duties, chooses to approve one or ~~obtain~~more amendments to the ~~quotation,~~letter ~~listing~~agreement. orAny ~~trading~~such ofamendments to the letter agreement would not require approval from our ~~securities~~shareholders and may have an adverse effect on athe ~~national~~value ~~securities~~of ~~exchange~~an investment in our securities.

~~10b~~-518-

-13-Table of Contents

~~Table~~Risks ofRelated ~~Contents~~to Our Securities

~~Redemption~~The ~~Rights~~market for ~~Public~~our ~~Shareholders~~securities ~~upon~~may ~~Completion~~be ofilliquid, ~~Our~~which ~~Initial~~may ~~Business~~adversely ~~Combination~~affect the price of our securities.

~~per-share~~The price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.

~~Limitations~~Holders of Class A ordinary shares will not be entitled to vote on ~~Redemptions~~any appointment of directors we hold prior to our initial business combination.

~~Our~~Prior ~~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~~only ~~impose~~holders aof ~~minimum~~our ~~cash~~founder ~~requirement~~shares ~~for~~will ~~(i) cash~~have ~~consideration~~the toright ~~be paid~~ to ~~the~~vote ~~target~~on ~~or its owners, (ii) cash for working capital or other general corporate purposes or (iii)~~ the ~~retention~~appointment of ~~cash to satisfy other conditions~~directors. InHolders ~~the~~of ~~event~~our ~~the~~public ~~aggregate~~shares ~~cash~~will ~~consideration~~not ~~we would~~ be ~~required~~entitled to ~~pay~~vote ~~for~~on ~~all~~the ~~Class A~~appointment ~~ordinary~~of ~~shares~~directors ~~that~~during ~~are~~such ~~validly~~time. ~~submitted~~In ~~for~~addition, ~~redemption~~prior ~~plus any amount required~~ to ~~satisfy~~our ~~cash conditions pursuant to the terms of the proposed~~ initial business combination, ~~exceed~~holders ~~the~~of ~~aggregate~~a ~~amount~~majority of ~~cash~~our ~~available~~founder toshares ~~us,~~may weremove ~~will~~a ~~not~~member ~~complete~~of the ~~initial~~board ~~business~~of ~~combination~~directors orfor ~~redeem~~ any ~~shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof~~reason. ~~However~~Accordingly, weyou may ~~raise~~not ~~funds~~have ~~through~~any ~~the~~say ~~issuance of equity-linked securities or through loans, advances or other indebtedness~~ in ~~connection~~the ~~with~~management of our ~~initial~~company ~~business~~prior ~~combination, including pursuant~~ to ~~forward~~the ~~purchase agreements or backstop arrangements we may enter into following~~ consummation of ~~our~~an ~~Initial~~initial ~~Public~~business ~~Offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements~~combination.

~~Manner~~Our ofsponsor ~~Conducting~~controls ~~Redemptions~~a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.

WeOur ~~will~~sponsor ~~provide~~owns 20% of our ~~public~~issued ~~shareholders~~and ~~with~~outstanding ~~the~~ordinary ~~opportunity~~shares. toAccordingly, ~~redeem~~our ~~all~~sponsor ormay exert a ~~portion~~substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of ~~their~~association. If our sponsor purchases any additional Class A ordinary shares ~~upon~~in ~~the~~privately ~~completion~~negotiated oftransactions, ~~our~~this ~~initial~~would ~~business~~increase ~~combination~~its ~~either~~control. ~~(i) in~~Neither ~~connection~~our ~~with~~sponsor anor, ~~general~~to ~~meeting~~our ~~called~~knowledge, toany ~~approve~~of ~~the~~our ~~business~~officers, ~~combination~~directors or ~~(ii) without~~advisors ahave ~~shareholder~~any ~~vote~~current byintention ~~means~~to ofpurchase aadditional ~~tender~~securities, ~~offer~~other than as previously disclosed. ~~The~~Factors ~~decision~~that aswould tobe ~~whether~~considered wein ~~will~~making ~~seek~~such ~~shareholder~~additional ~~approval~~purchases would include consideration of athe ~~proposed~~current ~~business~~trading ~~combination~~price orof ~~conduct~~our aClass A ~~tender~~ordinary ~~offer~~shares. ~~will~~In beaddition, ~~made~~the byfounder usshares, ~~solely~~all inof which are held by our ~~discretion~~initial shareholders, ~~and~~ will, bein ~~based~~a onvote to continue the company in a ~~variety~~jurisdiction ofoutside ~~factors~~the ~~such~~Cayman asIslands (which requires the ~~timing~~approval of ~~the~~at ~~transaction~~least ~~and~~two ~~whether~~thirds of the ~~terms~~votes of ~~the~~all ~~transaction~~ordinary ~~would~~shares), ~~require~~entitle usthe holders to ~~seek~~ten ~~shareholder~~votes ~~approval~~for ~~under~~every ~~applicable~~founder ~~law~~share. orThis ~~stock~~provision ~~exchange~~of ~~listing~~our ~~requirement~~amended orand ~~whether~~restated wememorandum ~~were~~and ~~deemed~~articles toof association may only be aamended ~~foreign~~by ~~private~~a ~~issuer~~special ~~(which~~resolution ~~would~~passed ~~require~~by a ~~tender~~majority ~~offer~~of ~~rather~~at ~~than~~least ~~seeking~~two-thirds ~~shareholder~~of ~~approval~~the ~~under~~ordinary ~~Nasdaq~~shares ~~rules)~~voting in at our general meeting. Furthermore, ~~Asset~~our ~~acquisitions~~board ~~and~~of ~~share~~directors, ~~purchases~~whose ~~would~~members ~~not~~were ~~typically~~appointed ~~require~~by ~~shareholder~~our ~~approval~~sponsor, ~~while~~is ~~direct~~and ~~mergers~~will ~~with~~be ~~our~~divided ~~company~~into ~~where~~three weclasses, doeach ~~not~~of ~~survive~~which ~~and~~will ~~any~~generally ~~transactions~~serve ~~where~~for wea ~~issue~~term ~~more~~of ~~than~~three ~~20%~~years with only one class of ~~our~~directors ~~issued~~being ~~and~~appointed ~~outstanding~~in ~~ordinary~~each ~~shares~~year. orWe ~~seek~~may not hold an annual general meeting to ~~amend~~appoint new directors prior to the completion of our ~~amended~~initial ~~and~~business ~~restated~~combination, ~~memorandum~~in ~~and~~which ~~articles~~case all of ~~association~~the ~~would~~current ~~require~~directors ~~shareholder~~will ~~approval~~continue in office. SoIf ~~long~~there asis wean ~~obtain~~annual ~~and~~general ~~maintain~~meeting, as a ~~listing~~consequence ~~for~~of our ~~securities~~“staggered” onboard ~~Nasdaq~~of directors, weonly a minority of the board of directors will be ~~required~~considered tofor ~~comply~~appointment ~~with~~and ~~Nasdaq’s~~our ~~shareholder~~sponsor, ~~approval~~because ~~rules~~of its ownership position, will have considerable influence regarding the outcome.

~~two-thirds~~Since only holders of our founder shares will have the right to vote on the appointment of directors, Nasdaq may consider us to be a “controlled company” within the meaning of Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.

~~-14-~~Only holders of our founder shares will have the right to vote on the appointment of directors. As a result, Nasdaq may consider us to be a “controlled company” within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that:

~~Table~~• we have a board that includes a majority of ~~Contents~~“independent directors,” as defined under the rules of Nasdaq;

If• we ~~provide~~have ~~our~~a ~~public~~compensation ~~shareholders~~committee ~~with~~of ~~the~~our ~~opportunity~~board tothat ~~redeem~~is ~~their~~comprised ~~public~~entirely ~~shares~~of inindependent ~~connection~~directors with a ~~general~~written ~~meeting,~~charter weaddressing ~~will,~~the ~~pursuant~~committee’s topurpose ~~our amended~~ and ~~restated~~responsibilities; ~~memorandum~~ and ~~articles of association:~~

• ~~conduct~~we ~~the~~have ~~redemptions in conjunction with~~ a ~~proxy~~nominating ~~solicitation~~and ~~pursuant~~corporate togovernance ~~Regulation~~committee ~~14A~~of ~~under~~our ~~the~~board ~~Exchange~~that ~~Act,~~is ~~which~~comprised ~~regulates~~entirely ~~the~~of ~~solicitation~~independent ofdirectors ~~proxies,~~with ~~and~~a ~~not~~written ~~pursuant~~charter toaddressing the ~~tender~~committee’s ~~offer~~purpose ~~rules;~~ and responsibilities.

•-19- ~~file proxy materials with the SEC.~~

InTable 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. Contents

~~non~~We do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of Nasdaq, subject to applicable phase-~~votes~~in rules. However, if we determine in the future to utilize some or all of these exemptions, you will not have the same protections afforded to shareholders of companies that are subject to all of Nasdaq corporate governance requirements.

IfOur awarrant ~~shareholder~~agreement ~~vote~~designates isthe ~~not~~courts ~~required~~of ~~and~~the weState doof ~~not~~New ~~decide~~York toor ~~hold~~the aUnited ~~shareholder~~States ~~vote~~District Court for ~~business~~the orSouthern ~~other~~District ~~legal~~of ~~reasons~~New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, wewhich ~~will:~~could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

•Our ~~conduct~~warrant ~~the~~agreement ~~redemptions~~provides ~~pursuant~~that, subject to ~~Rule~~applicable ~~13e-4~~law, ~~and~~(i) any ~~Regulation~~action, ~~14E~~proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the ~~Exchange~~Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which ~~regulate~~jurisdiction ~~issuer~~shall ~~tender~~be ~~offers~~the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

•Notwithstanding ~~file~~the ~~tender~~foregoing, ~~offer~~these ~~documents~~provisions ~~with~~of the ~~SEC~~warrant ~~prior~~agreement do not apply to ~~completing~~suits ~~our~~brought ~~initial~~to ~~business~~enforce ~~combination~~any ~~which~~liability ~~contain~~or ~~substantially~~duty created by the ~~same~~Exchange ~~financial~~Act ~~and~~or any other ~~information~~claim ~~about~~for which the ~~initial~~federal ~~business~~district ~~combination~~courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the ~~redemption~~forum ~~rights~~provisions asin our warrant agreement. If any action, the subject matter of which is ~~required~~within ~~under~~the ~~Regulation~~scope ~~14A~~the ~~under~~forum provisions of the ~~Exchange~~warrant ~~Act~~agreement, ~~which~~is ~~regulates~~filed in a court other than a court of the ~~solicitation~~State of ~~proxies~~New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

~~14e~~This choice-1(of-forum provision may limit a) warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

~~-15-~~We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

~~Table~~We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of ~~Contents~~$0.01 per warrant, provided that the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send proper notice of such redemption to the warrants holders and provided certain other conditions are met. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

~~10b5~~-120-

14e-5Table of Contents

~~Limitation~~In addition, we have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that the closing price of our Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading-day period ending on ~~Redemption~~the ~~Upon~~third ~~Completion~~trading day prior to proper notice of ~~Our~~such ~~Initial~~redemption ~~Business~~and ~~Combination~~provided Ifthat Wecertain ~~Seek~~other ~~Shareholder~~conditions ~~Approval~~are met, including that holders will be able to exercise their warrants prior to redemption for a number of Class A ordinary shares determined based on the redemption date and the fair market value of our Class A ordinary shares. The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of ordinary shares received is capped at 0.361 Class A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

IfNone ~~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~~private ~~offer~~placement ~~rules,~~warrants our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be ~~restricted~~redeemable from seeking redemption rights with respect to Excess Shares (as defined below) without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by ~~such~~us ~~holders~~so tolong ~~use their ability to exercise their redemption rights against a proposed business combination~~ as athey means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in our Initial Public Offering could threaten to exercise its redemption rights if such holder’s shares are ~~not~~held ~~purchased~~ by ~~us,~~ our sponsor or ~~our~~its ~~management~~permitted ~~at a premium to the then-current market price or on other undesirable terms~~transferees. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in our Initial Public Offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

~~However,~~Our wewarrants ~~would~~may ~~not~~have bean ~~restricting~~adverse ~~our~~effect ~~shareholders’~~on ~~ability~~the tomarket ~~vote~~price ~~all~~ of ~~their~~our Class A ordinary shares ~~(including~~and ~~Excess~~make ~~Shares)~~it ~~for~~more ordifficult ~~against~~to effectuate our initial business combination.

~~Delivering~~As ~~Share~~of ~~Certificates~~December 31, 2022, we have outstanding warrants to purchase 11,500,000 of our Class A ordinary shares as part of our public units and private placement warrants to purchase 5,083,333 of our Class A ordinary shares. In addition, if the sponsor makes any working capital loans, up to $1,500,000 of such loans may be convertible into private placement warrants at the price of $1.50 per warrant. We may also issue Class A ordinary shares in ~~Connection~~connection with ~~the~~our ~~Exercise~~redemption of ~~Redemption~~our ~~Rights~~warrants.

WeTo ~~intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at~~ the ~~holder’s~~extent ~~option,~~we ~~either~~issue ~~deliver~~ordinary ~~their share certificates to our transfer agent or deliver their~~ shares to ~~our~~effectuate ~~transfer~~a ~~agent~~business ~~electronically using The Depository Trust Company’s DWAC (Deposit/ Withdrawal At Custodian) system~~transaction, ~~prior to~~ the ~~date~~potential ~~set~~for ~~forth in~~ the ~~proxy~~issuance ~~materials or tender offer documents, as applicable. In the case~~ of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a ~~shareholder~~substantial ~~vote,~~number weof ~~intend~~additional toClass A ~~require~~ordinary ashares ~~public~~upon ~~shareholder~~exercise ~~seeking redemption~~ of ~~its~~these ~~public~~warrants ~~shares~~could tomake ~~also~~us ~~submit~~ a ~~written~~less ~~request~~attractive ~~for~~acquisition ~~redemption~~vehicle to ~~our~~a ~~transfer~~target ~~agent two~~ business ~~days prior to the scheduled vote in which the name of the beneficial owner of such shares is included~~. ~~The~~Such ~~proxy materials or tender offer documents~~warrants, aswhen ~~applicable~~exercised, ~~that we~~ will ~~furnish~~increase tothe ~~holders~~number of ~~our~~issued ~~public~~and ~~shares~~outstanding inClass A ~~connection~~ordinary ~~with~~shares ~~our~~and ~~initial~~reduce ~~business~~the ~~combination~~value ~~will~~of ~~indicate whether we are requiring public shareholders to satisfy such delivery requirements, which will include~~ the ~~requirement~~Class A ~~that~~ordinary ~~any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its~~ shares. ~~Accordingly,~~issued ~~a public shareholder would have up~~ to ~~two~~complete ~~business days prior to~~ the ~~scheduled vote on the initial~~ business ~~combination~~transaction. ~~if we distribute proxy materials~~Therefore, ~~or from the time we send out~~ our ~~tender~~warrants ~~offer~~may ~~materials~~make ~~until the close of the tender offer period, as applicable, to submit or tender its shares if~~ it ~~wishes~~more todifficult ~~seek~~ to ~~exercise~~effectuate ~~its redemption rights. In the event that~~ a ~~shareholder~~business ~~fails~~transaction ~~to comply with these~~ or ~~any~~increase ~~other procedures disclosed in~~ the ~~proxy~~cost orof ~~tender~~acquiring ~~offer materials, as applicable, its shares may not be redeemed. Given~~ the ~~relatively~~target ~~short exercise period, it is advisable for shareholders to use electronic delivery of their public shares~~business.

~~There~~Because iseach aunit ~~nominal~~contains ~~cost associated with the above~~one-~~referenced~~third ~~process and the act~~ of ~~certificating~~one ~~the~~warrant ~~shares~~and oronly ~~delivering them through the DWAC system. The transfer agent will typically charge the broker submitting or tendering shares~~ a ~~fee~~whole ofwarrant ~~approximately~~may ~~$80.00 and it would~~ be upexercised, to the ~~broker~~units ~~whether~~may ~~or not to pass this cost on to the redeeming holder. However, this fee would~~ be ~~incurred~~worth ~~regardless~~less ofthan ~~whether~~units ~~or not we require holders seeking to exercise redemption rights to submit or tender their shares. The need to deliver shares is a requirement~~ of ~~exercising~~other ~~redemption~~special ~~rights~~purpose ~~regardless~~acquisition ~~of the timing of when such delivery must be effectuated~~companies.

Each unit contains one-16third of one warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number of Class A ordinary shares to be issued to the warrant holder. This is different from other offerings similar to ours whose units include one ordinary share and one warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for one-third of the number of shares compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if they included a warrant to purchase one whole share.

~~Table~~We may amend the terms of ~~Contents~~the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then-outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.

~~Any~~Our ~~request~~warrants tohave ~~redeem~~been ~~such~~issued ~~shares,~~in ~~once~~registered ~~made,~~form ~~may~~under bea ~~withdrawn~~warrant atagreement ~~any~~between ~~time~~Continental upStock toTransfer & ~~the~~Trust ~~date set forth in the proxy materials or tender offer documents~~Company, as ~~applicable.~~warrant ~~Furthermore~~agent, ifand aus. ~~holder~~The ofwarrant aagreement ~~public~~provides ~~share~~that ~~delivered~~the ~~its~~terms ~~certificate in connection with an election~~ of ~~redemption~~the ~~rights~~warrants ~~and~~may ~~subsequently~~be ~~decides~~amended ~~prior~~without to the ~~applicable~~consent ~~date~~of ~~not~~any ~~to elect to exercise such rights, such~~ holder ~~may~~for ~~simply request that~~ the ~~transfer~~purpose ~~agent~~of ~~return the certificate~~ (~~physically or electronically~~i). curing Itany isambiguity ~~anticipated~~or ~~that~~correcting ~~the~~any ~~funds~~mistake, including to beconform ~~distributed~~the toprovisions ~~holders~~ of ~~our~~the ~~public~~warrant ~~shares~~agreement ~~electing~~ to ~~redeem~~the ~~their~~description ~~shares~~of ~~will be distributed promptly after~~ the ~~completion~~terms of ~~our~~the ~~initial~~warrants ~~business~~and ~~combination.~~the

If-21- our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

IfTable our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until 24 months from the closing of our Initial Public Offering. Contents

~~Redemption~~ warrant ofagreement ~~Public~~set ~~Shares~~forth in this prospectus, or defective provision, (ii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and ~~Liquidation~~that the parties deem to not adversely affect the rights of the registered holders of the warrants, or (iii) to provide for delivery of alternative issuances in the case of a reclassification, reorganization or similar events, provided that the approval by the holders of at least 50% of the then-outstanding public warrants is required to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if Noholders ~~Initial~~of ~~Business~~at ~~Combination~~least 50% of the then-outstanding public warrants approve of such amendment and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 50% of the number of the then outstanding private placement warrants. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.

~~24-month~~We have not registered the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

~~per-share~~We have not registered the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws. However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days, after the closing of our initial business combination, we will use commercially reasonable efforts to file with the SEC a registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use commercially reasonable efforts to cause the same to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.

~~24-month~~If the Class A ordinary shares issuable upon exercise of the warrants are not registered under the Securities Act, under the terms of the warrant agreement, holders of warrants who seek to exercise their warrants will not be permitted to do so for cash and, instead, will be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption from registration. If holders exercise their warrants on a cashless basis, the number of Class A ordinary shares that they will receive upon such cashless exercise will be based on a formula subject to a maximum amount of shares equal to 0.361 Class A ordinary shares per warrant (subject to adjustment).

~~24-month~~In no event will warrants be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration or qualification is available.

~~pre-initial~~If our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of warrants who seek to exercise their warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act. In the event we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the shares underlying the warrants under applicable state securities laws, and in the event we do not so elect, we will use commercially reasonable efforts to register or qualify the shares underlying the warrants under applicable state securities laws to the extent an exemption is not available. Exercising the warrants on a cashless basis could have the effect of reducing the potential “upside” of the holder’s investment in our company because the warrant holder will hold a smaller number of Class A ordinary shares upon a cashless exercise of the warrants they hold than upon a cash exercise.

~~per~~-~~share~~22-

WeTable expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $763,789 of proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay income taxes on interest income earned on the trust account balance, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses. Contents

~~-17-~~In no event will we be required to net cash settle any warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units. There may be a circumstance in which an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the public warrants included as part of units sold in our Initial Public Offering. In such an instance, our sponsor and its permitted transferees (which may include our directors and executive officers) would be able to exercise their warrants and sell the ordinary shares underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying ordinary shares. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying Class A ordinary shares for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise their warrants.

~~Table~~The provisions of ~~Contents~~our amended and restated memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of not less than two-thirds of our ordinary shares who attend and vote at a general meeting of the company (or 65% of our ordinary shares with respect to amendments to the trust agreement governing the release of funds from our trust account), which is a lower amendment threshold than that of some other special purpose acquisition companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association to facilitate the completion of an initial business combination that some of our shareholders may not support.

~~per~~Our amended and restated memorandum and articles of association provide that any of its provisions related to pre-~~share~~business combination activity (including the requirement to deposit proceeds of our Initial Public Offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein) may be amended if approved by special resolution, under Cayman Islands law which requires the affirmative vote of a majority of at least two-thirds of the shareholders who attend and vote at a general meeting of the company, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares. Our sponsor, who beneficially owns 20% of our ordinary shares, will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination behavior more easily than some other special purpose acquisition companies, and this may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.

Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our Initial Public Offering or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor, officers or directors for any breach of these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.

~~Although~~ITEM we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account1B. IfUNRESOLVED ~~any~~STAFF third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of the company under the circumstancesCOMMENTS. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. Our independent registered public accounting firm, and the underwriter of the Initial Public Offering will not execute agreements with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

~~per-share~~None.

-1823-

WeITEM will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account2. ~~However, our independent registered public accounting firm, and the underwriter of the Initial Public Offering will not execute agreements with us waiving such claims~~PROPERTIES. Our sponsor will also not be liable as to any claims under our indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. We have access to up to approximately $763,789 from the proceeds of the Initial Public Offering with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors.

IfWe wecurrently ~~file~~utilize aoffice ~~bankruptcy~~space orat ~~winding~~Unter upden ~~petition~~Linden ~~or an involuntary bankruptcy or winding up petition is filed against us that is not dismissed~~21, ~~the~~10117 ~~proceeds held in the trust account could be subject to applicable bankruptcy law~~Berlin, ~~and~~Germany ~~may~~from ~~be included in~~ our ~~bankruptcy~~sponsor ~~estate~~ and ~~subject to~~ the ~~claims~~members of ~~third~~our ~~parties~~management ~~with~~team ~~priority~~as ~~over~~our ~~the~~executive ~~claims~~offices. ofWe pay our ~~shareholders.~~sponsor To$15,000 ~~the~~per ~~extent~~month ~~any~~from ~~bankruptcy~~funds ~~claims~~held ~~deplete~~outside the trust account, wewhich ~~cannot~~is ~~assure~~paid ~~you we will be able~~ to ~~return $10.00 per share to~~ our ~~public~~affiliate ~~shareholders.~~investment ~~Additionally,~~advisor iffor ~~we file a bankruptcy or winding up petition or an involuntary bankruptcy or winding up petition is filed against us that is not dismissed~~identifying, ~~any~~investigating ~~distributions received by shareholders could be viewed under applicable debtor/creditor~~ and~~/or~~ ~~bankruptcy~~completing oran ~~insolvency~~initial ~~laws~~business ~~as either a “preferential transfer” or a “fraudulent conveyance~~combination.” AsUpon acompletion ~~result,~~of aour ~~bankruptcy~~initial orbusiness ~~insolvency~~combination ~~court could seek to recover some~~ or ~~all amounts received by~~ our ~~shareholders. Furthermore~~liquidation, ~~our~~we ~~board~~will ofcease ~~directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by~~ paying ~~public~~these ~~shareholders~~monthly ~~from the trust account prior to addressing the claims of creditors~~fees. We ~~cannot~~consider ~~assure~~our ~~you~~current ~~that~~office ~~claims~~space ~~will~~adequate ~~not be brought against us~~ for ~~these~~our ~~reasons~~current operations.

~~pre-initial~~ITEM 3. LEGAL PROCEEDINGS.

~~two-thirds~~There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.

~~Employees~~ITEM 4. MINE SAFETY DISCLOSURES

WeNot ~~currently have two officers: Roman Kirsch and Spyro Korsanos~~applicable. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to have any full-time employees prior to the completion of our initial business combination.

-1924-

~~Periodic~~PART ~~Reporting~~II ~~and Financial Information~~

WeITEM ~~have registered our securities under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC~~5. InMARKET ~~accordance~~FOR ~~with~~REGISTRANT’S ~~the~~COMMON ~~requirements of the Exchange Act~~EQUITY, ~~this~~RELATED ~~Annual~~SHAREHOLDER ~~Report~~MATTERS ~~contains~~AND ~~financial~~ISSUER ~~statements~~PURCHASES ~~audited~~OF ~~and~~EQUITY ~~reported on by our independent registered public accountants~~SECURITIES.

WeMarket ~~are~~Information required to evaluate our internal control procedures for the fiscal year ending December 31, 2021 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.

WeOur ~~are~~units atrade ~~Cayman~~on ~~Islands~~Nasdaq ~~exempted~~under ~~company. Exempted companies are Cayman Islands companies conducting business mainly outside~~ the ~~Cayman~~symbol ~~Islands and~~“TIOAU”, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (as revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our ~~operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i)~~Class onA orordinary ~~in respect of our~~ shares, ~~debentures~~trade oron ~~other~~Nasdaq ~~obligations~~under ~~or (ii) by way of~~ the ~~withholding~~symbol in“TIOA” ~~whole~~and ~~or in part of a payment of dividend or other distribution of income or capital by us to~~ our ~~shareholders~~public orwarrants atrade ~~payment~~on ofNasdaq ~~principal or interest or other sums due~~ under athe ~~debenture~~symbol ~~or other obligation of us~~“TIOAW”.

~~non-binding~~Holders

InAs ~~addition,~~of ~~Section~~April ~~107~~12, of2023, ~~the~~there ~~JOBS~~was ~~Act~~1 ~~also~~holder ~~provides~~of ~~that~~record anof ~~“emerging~~our ~~growth~~units, ~~company”~~1 ~~can~~holder ~~take~~of ~~advantage~~record of ~~the~~our ~~extended transition period provided in Section~~Class ~~7(a)(2)(B)~~A ofordinary ~~the Securities Act for complying with new or revised accounting standards. In other words~~shares, an1 ~~“emerging~~holder ~~growth~~of ~~company”~~record ~~can delay the adoption~~ of ~~certain~~our ~~accounting~~Class B ~~standards~~ordinary ~~until~~shares ~~those~~and ~~standards~~2 ~~would~~holders ~~otherwise apply to private companies. We intend to take advantage~~ of ~~the~~record ~~benefits~~ of ~~this~~our ~~extended transition period~~warrants.

~~non-affiliates~~Dividends

~~non-convertible~~We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

~~S-K.~~Securities Authorized for Issuance Under Equity Compensation Plans

~~non-affiliates~~None.

~~non-affiliates~~Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 7 of this Annual Report on Form 10-~~20-~~K.

~~Table~~ITEM of6. ~~Contents~~SELECTED FINANCIAL DATA.

~~Available~~Not ~~Information~~ applicable.

~~https://www~~ITEM 7.~~tiotechspac~~ MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~com~~

~~10-K~~References in this report (the “Annual Report”) to “we,” “us” or the “Company” refer to Tio Tech A. References to our “management” or our “management team” refer to our officers and directors, references to the “sponsor” refer to Tio Tech SPAC Holdings GmbH. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Annual Report. Certain information contained in the discussion and analysis set forth below includes forward- looking statements that involve risks and uncertainties.

10Cautionary Note Regarding Forward-Q,Looking Statements

8This Annual Report includes “forward-Klooking statements” that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Annual Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations,

10-K.25-

ITEMTable 1A.of RISK FACTORS.Contents

10 are forward-Klooking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the “Risk Factors” section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

~~Risks~~Overview ~~Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks~~

We are a blank check company ~~with~~incorporated noon ~~operating~~February 8, ~~history~~2021 ~~and~~as noa ~~revenues,~~Cayman Islands exempted company and ~~you~~incorporated ~~have~~for nothe ~~basis~~purpose onof ~~which~~effecting toa ~~evaluate~~merger, ~~our~~share ~~ability~~exchange, toasset ~~achieve~~acquisition, ~~our~~share purchase, reorganization or similar business ~~objective~~combination with one or more businesses.

WeOn ~~are~~April a11, ~~blank~~2023, ~~check~~we ~~company~~announced ~~incorporated~~that ~~under~~we ~~the~~did ~~laws~~not ofexpect ~~the~~to ~~Cayman~~consummate ~~Islands~~an ~~with~~initial nobusiness ~~operating~~combination ~~results~~before our completion liquidation date of April 12, ~~and~~2023. weDue ~~will~~to ~~not~~our ~~commence~~inability ~~operations~~to ~~until~~consummate ~~obtaining~~an ~~funding~~initial ~~through~~business ~~our~~combination ~~Initial~~within ~~Public~~the ~~Offering.~~period ~~Because~~required weby ~~lack~~our anamended ~~operating~~and ~~history,~~restated ~~you~~memorandum ~~have~~and noarticles ~~basis~~of ~~upon~~association, ~~which~~we toare ~~evaluate~~redeeming our ~~ability~~public toshares ~~achieve~~pro ~~our~~rata, ~~business~~less ~~objective~~taxes ofpayable ~~completing~~and ~~our~~up ~~initial~~to ~~business~~$100,000 ~~combination.~~of Weinterest ~~have~~to nopay ~~plans~~dissolution expenses, ~~arrangements~~in oraccordance ~~understandings~~ with ~~any~~the ~~prospective~~provisions ~~target~~of ~~business~~our ~~concerning~~amended aand ~~business~~restated ~~combination~~articles memorandum and ~~may~~articles beof ~~unable~~association tofor ~~complete~~a ~~our~~per ~~initial~~share ~~business~~redemption ~~combination~~price of approximately $10.19. IfThere wewill ~~fail~~be tono ~~complete~~redemption ~~our~~rights ~~initial~~or ~~business~~liquidating ~~combination,~~distributions wewith ~~will~~respect ~~never~~to ~~generate~~our ~~any~~warrants, ~~operating~~which ~~revenues~~will expire worthless.

~~Our~~We ~~public~~have ~~shareholders~~neither ~~may~~engaged ~~not~~in beany ~~afforded~~operations annor ~~opportunity~~generated toany ~~vote~~revenues onto ~~our~~date. ~~proposed~~Our ~~initial~~entire ~~business~~activity ~~combination,~~since ~~and~~inception ~~even~~has ifbeen weto ~~hold~~prepare afor ~~vote, holders of~~ our ~~founder~~Initial ~~shares~~Public ~~will participate in such vote~~Offering, which ~~means~~was weconsummated ~~may~~on ~~complete~~April 12, ~~our~~2021 ~~initial~~and, ~~business~~after ~~combination~~the ~~even~~Initial ~~though~~Public aOffering, ~~majority~~identifying ofa ~~our~~target ~~public~~company ~~shareholders~~for ~~do not support such~~ a ~~combination.~~Business Combination.

WeResults may choose not to hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder approval under applicable law or stock exchange listing requirements. For example, the rules of ~~Nasdaq~~Operations would require us to obtain shareholder approval if we were seeking to issue more than 20% of our issued and outstanding shares to a target business as consideration in any business combination. Therefore, if we were structuring a business combination that required us to issue more than 20% of our issued and outstanding shares, we would seek shareholder approval of such business combination. However, except as required by applicable law or stock exchange rules, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in 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 otherwise require us to seek shareholder approval under applicable law or stock exchange listing requirements 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). Even if we seek shareholder approval, the holders of our founder shares and anchor investors (if they hold public shares at the time of such vote) will participate in the vote on such approval. 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) and any public shares purchased during or after our Initial Public Offering (including in open-market and privately negotiated transactions) in favor of our initial business combination. In addition, our anchor investors are entitled to vote on the approval of our business combination and they may have different interests with respect to such vote than other public shareholders as a result of their agreement with our sponsor to receive founder shares upon completion of our initial business combination. Accordingly, we may complete our initial business combination even if holders of a majority of our public shares do not approve of such business combination.

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception through December 31, 2022 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-~~21-~~operating income in the form of income earned on marketable securities held in the Trust Account after the Initial Public Offering and will recognize other income and expense related to the change in fair value of warrant liabilities. We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting, and auditing compliance), as well as for due diligence expenses in connection with completing a Business Combination.

~~Table~~For the year ended December 31, 2022, we had net income of ~~Contents~~$15,771,043, which consisted of $3,861,322 of income earned on investments held in the Trust Account and unrealized gains on the fair value of warrant liabilities of $14,670,299 and bank interest income of $707, offset by operating costs of $1,845,036.

~~Your~~For ~~only~~the ~~opportunity~~period tofrom ~~effect~~February 8, ~~your~~2021 ~~investment~~(inception) ~~decision~~through ~~regarding~~December 31, a2021, ~~potential~~we ~~business~~had ~~combination~~net ~~may~~income beof ~~limited~~$7,222,425, towhich consisted of $17,891 of income earned on investments held in the ~~exercise~~Trust Account and unrealized gains on the fair value of ~~your~~warrant ~~right~~liabilities toof ~~redeem~~$9,066,277, ~~your~~offset ~~shares~~by ~~from~~operating uscosts ~~for~~of ~~cash~~$1,112,262 and offering costs allocated to warrants of $749,481.

~~At the time of your investment in us~~Liquidity, ~~you~~Capital ~~will~~Resources ~~not~~and beGoing ~~provided~~Concern with an opportunity to evaluate the specific merits or risks of our initial business combination. Since our board of directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder vote. Accordingly, your only opportunity to effect your investment decision regarding our initial business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business combination.

IfOn weApril 12, ~~seek~~2021, ~~shareholder~~the ~~approval~~Company ofconsummated ~~our~~its ~~initial~~Initial ~~business~~Public ~~combination~~Offering of 30,000,000 ~~our~~Units. ~~sponsor~~On April 15, ~~officers~~2021, ~~directors~~the ~~and~~Underwriter ~~advisors~~exercised ~~have~~its ~~agreed~~over- toallotment ~~vote~~option in ~~favor~~full and purchased an additional 4,500,000 Units, which purchase settled on April 16, 2021, at $10.00 per Unit, generating aggregate gross proceeds of ~~such~~$345,000,000. ~~initial~~Simultaneously ~~business~~with ~~combination~~the closing of the Initial Public Offering, ~~regardless~~we consummated the sale of ~~how~~5,083,333 ~~our~~at ~~public~~a ~~shareholders~~price ~~vote~~of $1.50 per Private Placement Warrant, generating total proceeds of $7,625,000.

Our sponsor owns 20% of our issued and outstanding ordinary shares. Our sponsor, officers, directors and advisors also may from time to time purchase Class A ordinary shares prior to our initial business combination. Our amended and restated memorandum and articles of association provides that, if we seek shareholder approval of an initial business combination, such initial business combination will be approved 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, including the founder shares. 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) and any public shares they hold (including public shares purchased in open market or privately-negotiated transactions) in favor of our initial business combination. 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 over26-~~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 the Initial Public Offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our sponsor, officers, directors and advisors to vote in favor of our initial business combination will increase the likelihood that we will receive approval pursuant to an ordinary resolution, being the requisite shareholder approval for such initial business combination. Further, our anchor investors are entitled to vote on the approval of our business combination and they may have different interests with respect to such vote than other public shareholders as a result of their agreement with our sponsor to receive founder shares upon completion of our initial business combination. Accordingly, if our anchor investors vote their shares 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.

TheTable ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. Contents

WeFollowing ~~may seek to enter into a business combination transaction agreement with a minimum cash requirement for (i) cash consideration to be paid to~~ the ~~target~~Initial orPublic ~~its~~Offering ~~owners,~~and ~~(ii) cash for working capital or other general corporate purposes or (iii)~~ the ~~retention~~sale of ~~cash~~the toPrivate ~~satisfy~~Placement ~~other conditions. If too many public shareholders exercise their redemption rights~~Warrants, wea ~~would~~total ~~not~~of ~~be able to meet such closing condition and~~$345, ~~as a result~~000,000 ~~would~~was ~~not~~placed bein ~~able to proceed with~~ the ~~business~~Trust ~~combination~~Account. ~~Furthermore,~~We inincurred no$15,383,343 ~~event will we redeem our public shares~~ in anoffering ~~amount~~costs, ~~that~~consisting ~~would~~of ~~cause our net tangible assets to be less than~~ $5,~~000~~400,~~001.~~000 ~~Consequently,~~of ifunderwriting ~~accepting~~discount, ~~all properly submitted redemption requests would cause our net tangible assets to be less than~~ $59,~~000~~450,~~001~~000 orof ~~such~~deferred ~~greater~~underwriting ~~amount necessary to satisfy a condition as described above~~discount, ~~we would not proceed with such redemption~~ and ~~the~~$533,343 ~~related~~of ~~business~~other ~~combination~~offering ~~and~~costs, ~~may instead search for an alternate business combination. Prospective targets will be aware~~ of ~~these~~which ~~risks and~~$749,481 ~~thus,~~was ~~may~~allocated ~~be reluctant~~ to ~~enter~~warrants ~~into~~and acharged ~~business~~to ~~combination transaction with us~~expense.

~~-22-~~At December 31, 2022, we had marketable securities held in the Trust Account of $348,879,213. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (excluding deferred underwriting commissions and less taxes payable) to complete our initial Business Combination. We may withdraw interest from the Trust Account to pay our taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

~~Table~~At December 31, 2022 we had cash of ~~Contents~~$5,715 held outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate, and complete a Business Combination.

~~The~~In ~~ability~~order ofto ~~our~~fund ~~public~~working ~~shareholders~~capital todeficiencies ~~exercise~~or ~~redemption~~finance ~~rights~~transaction ~~with~~costs ~~respect~~in toconnection awith ~~large~~an ~~number~~initial ofBusiness Combination, our ~~shares~~sponsor, officers, directors, or their affiliates may, but are not ~~allow~~obligated to, loan us tofunds as may be required. If we complete our initial Business Combination, we would repay such loaned amounts. In the ~~most~~event ~~desirable~~that ~~business~~the ~~combination~~initial orBusiness ~~optimize~~Combination ~~our~~does not close, we may use a portion of the working capital ~~structure~~held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post Business Combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants.

~~one-to-one~~Going Concern

~~The~~We ~~ability~~anticipate that the $5,715 outside of ~~our~~the ~~public~~Trust ~~shareholders~~Account toas ~~exercise~~of ~~redemption~~December 31, ~~rights~~2022, ~~with~~might ~~respect~~not be sufficient to allow us to operate until April 12, 2023, the Combination Period (as defined above), assuming that a ~~large~~business ~~number~~combination is not consummated during that time. Until consummation of our ~~shares~~business ~~could~~combination, ~~increase~~we will be using the ~~probability~~funds ~~that~~not ~~our~~held in the Trust Account, and any additional Working Capital Loans from the initial ~~business~~shareholders, ~~combination~~our ~~would~~officers beand ~~unsuccessful~~directors, or their respective affiliates, for identifying and ~~that~~evaluating ~~you~~prospective ~~would~~acquisition ~~have~~candidates, performing business due diligence on prospective target businesses, traveling to ~~wait~~and ~~for~~from ~~liquidation~~the inoffices, ~~order~~plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to ~~redeem~~acquire ~~your~~and ~~shares~~structuring, negotiating and consummating the business combination.

IfWe ~~our~~can ~~initial~~raise ~~business~~additional ~~combination~~capital ~~agreement~~through ~~requires~~Working usCapital toLoans ~~use~~from ~~a portion of~~ the ~~cash~~initial inshareholders, ~~the~~our ~~trust~~officers, ~~account~~directors, toor ~~pay~~their ~~the~~respective ~~purchase price~~affiliates, or ~~requires~~through usloans tofrom ~~have~~third aparties. ~~minimum~~None ~~amount~~ of ~~cash~~the ~~at closing~~sponsor, ~~the~~officers ~~probability~~or ~~that~~directors ~~our~~are ~~initial~~under ~~business~~any ~~combination~~obligation ~~would~~to beadvance ~~unsuccessful~~funds isto, ~~increased.~~or Ifto ~~our~~invest ~~initial business combination is unsuccessful~~in, ~~you~~the ~~would~~Company. ~~not~~If ~~receive~~we ~~your~~are ~~pro~~unable ~~rata~~to ~~portion~~raise ofadditional ~~the~~capital, ~~trust~~we ~~account~~may ~~until~~be werequired ~~liquidate~~to ~~the~~take ~~trust~~additional ~~account.~~measures Ifto ~~you~~conserve ~~are~~liquidity, inwhich ~~need~~could ofinclude, ~~immediate~~but ~~liquidity,~~not ~~you~~necessarily ~~could~~be ~~attempt~~limited to, ~~sell~~curtailing ~~your~~operations, ~~shares~~suspending in the ~~open~~pursuit ~~market;~~of ~~however,~~its atbusiness ~~such~~plan, ~~time~~and ~~our~~reducing ~~shares~~overhead ~~may~~expenses. ~~trade~~We atcannot aprovide ~~discount~~any toassurance ~~the~~that ~~pro~~new ~~rata~~financing ~~amount~~will ~~per~~be ~~share~~available into the ~~trust~~Company ~~account.~~on Incommercially ~~either~~acceptable ~~situation~~terms, ~~you~~if ~~may~~at ~~suffer~~all. aThese ~~material~~conditions ~~loss~~raise onsubstantial ~~your~~doubt ~~investment~~about orour ~~lose~~ability ~~the~~to ~~benefit~~continue ofas ~~funds~~a ~~expected~~going inconcern ~~connection~~for ~~with~~a ~~your~~reasonable ~~exercise~~period of ~~redemption~~time, ~~rights~~which ~~until~~is weconsidered ~~liquidate~~to orbe ~~you~~one ~~are~~year ~~able~~from tothe ~~sell~~issuance ~~your~~date ~~shares~~of in the ~~open~~financial ~~market~~statements.

~~The~~Prior ~~requirement~~to ~~that~~the wecompletion ~~complete~~of ~~our~~the initial ~~business~~Business ~~combination~~Combination, ~~within~~the 24Company ~~months~~does ~~after~~not expect to seek loans from parties other than the ~~closing~~Sponsor or an affiliate of ~~our~~the ~~Initial~~Sponsor ~~Public~~as ~~Offering~~the ~~may~~Company ~~give~~does ~~potential~~not ~~target~~believe ~~businesses~~third ~~leverage~~parties ~~over~~will usbe inwilling ~~negotiating~~to aloan ~~business~~such ~~combination~~funds and ~~may~~provide ~~limit~~a ~~the~~waiver ~~time~~against weany ~~have~~and inall ~~which~~rights to ~~conduct~~seek ~~due~~access ~~diligence~~to onfunds ~~potential~~in ~~business~~the ~~combination~~Company’s ~~targets,~~Trust inAccount. ~~particular~~If as we ~~approach~~are unable to complete our ~~dissolution~~initial ~~deadline,~~Business ~~which~~Combination ~~could~~because ~~undermine~~we ~~our~~do ~~ability~~not tohave ~~complete~~sufficient ~~our~~funds ~~initial~~available ~~business~~to ~~combination~~us, onwe ~~terms~~will ~~that~~be ~~would~~forced ~~produce~~to ~~value~~cease ~~for~~operations ~~our~~and ~~shareholders~~liquidate the Trust Account.

~~Any~~-27- potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination within 24 months from the closing of our Initial Public Offering. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

-23-Table of Contents

~~Table~~We had until April 12, 2023, or 24 months from the closing of ~~Contents~~the IPO, to consummate a business combination. We were unable to consummate a business combination by that date, and there will be a mandatory liquidation and subsequent dissolution of the Company. As of the time of filing this Annual Report on 10-K, we are no longer within 12 months of the mandatory completion date.

~~(COVID~~Off-~~19)~~Balance Sheet Financing Arrangements

~~COVID~~As of December 31, 2022, we did not have any off-19balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

~~COVID-19,~~Contractual Obligations

~~COVID~~We do not have any long-19term debt, capital lease obligations, operating lease obligations or long-term liabilities as of December 31, 2022.

~~COVID-19~~The Underwriter is entitled to a deferred fee of $0.35 per Unit, or $9.45 million, in aggregate. The Underwriter’s deferred commissions will be paid to the Underwriter from the funds held in the Trust Account upon and concurrently with the completion of our initial Business Combination. The deferred underwriting fees will be waived by the Underwriter solely in the event that we do not complete a Business Combination, subject to the terms of the underwriting agreement.

~~COVID-19~~JOBS Act

IfThe weJumpstart ~~are~~Our ~~not~~Business ~~able~~Startups toAct ~~complete~~of ~~our~~2012 ~~initial~~(the ~~business~~“JOBS ~~combination~~Act”) ~~within~~contains 24provisions ~~months~~that, ~~after~~among ~~the~~other ~~closing~~things, ofrelax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the ~~Initial~~JOBS ~~Public~~Act ~~Offering,~~are weallowed ~~would~~to ~~cease~~comply ~~all~~with ~~operations~~new ~~except~~or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the ~~purpose~~adoption of ~~winding~~new upor revised accounting standards, and as a result, we ~~would~~may ~~redeem~~not ~~our~~comply ~~public~~with ~~shares~~new ~~and~~or ~~liquidate,~~revised inaccounting standards on the relevant dates on which ~~case~~adoption ~~our~~of ~~public~~such ~~shareholders~~standards ~~may~~is ~~receive~~required ~~only~~for ~~$10~~non-emerging growth companies.00 ~~per~~As ~~share~~a orresult, ~~less~~the ~~than~~financial ~~$10.00~~statements ~~per~~may ~~share~~not inbe ~~certain~~comparable ~~circumstances,~~to ~~and~~companies ~~our~~that ~~warrants~~comply ~~would~~with ~~expire~~new ~~worthless~~or revised accounting pronouncements as of public company effective dates.

~~per~~Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an independent registered public accounting firm’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-~~share~~Oxley Act of 2002, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

If-28- we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates may elect to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares.

non-publicTable of Contents

~~-24-~~Critical Accounting Policies

~~Table~~The preparation of ~~Contents~~financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

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. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or 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 warrantholders 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. Any such purchases will be reported pursuant to SectionClass 13A ~~and~~Ordinary ~~Section 16~~Shares ofSubject ~~the Exchange Act~~ to ~~the~~Possible ~~extent~~Redemption ~~such purchasers are subject to such reporting requirements.~~

InWe ~~addition,~~account iffor ~~such~~our ~~purchases~~ordinary ~~are~~shares ~~made,~~subject to possible redemption in accordance with the ~~public~~guidance in Accounting Standards Codification (“~~float~~ASC”) ofTopic ~~our~~480 ~~Class A~~“Distinguishing ~~ordinary~~Liabilities from Equity.” Ordinary shares orsubject ~~public~~to ~~warrants~~mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the ~~number~~control of ~~beneficial~~the ~~holders~~holder or subject to redemption upon the occurrence of uncertain events not solely within our ~~securities~~control) ~~may~~are beclassified ~~reduced~~as temporary equity. At all other times, ~~possibly~~ordinary ~~making~~shares itare ~~difficult~~classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to ~~obtain~~be oroutside ~~maintain~~of ~~the~~our ~~quotation~~control and subject to occurrence of uncertain future events. Accordingly, ~~listing~~ordinary orshares ~~trading~~subject to possible redemption are presented as temporary equity, outside of ~~our~~the ~~securities~~shareholders’ onequity asection ~~national~~of ~~securities~~our ~~exchange~~balance sheets.

IfNet aIncome ~~shareholder~~Per ~~fails~~Ordinary toShare receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed.

We ~~will~~apply ~~comply with~~ the ~~proxy~~two-class ~~rules~~method ~~or tender offer rules, as applicable, when conducting redemptions~~ in ~~connection~~calculating ~~with~~earnings ~~our~~per ~~initial business combination~~share. ~~Despite~~Ordinary ~~our~~shares ~~compliance~~subject ~~with these rules, if a shareholder fails~~ to ~~receive~~possible ~~our~~redemption ~~proxy~~which ~~materials~~are ornot ~~tender~~currently ~~offer~~redeemable ~~documents,~~and asare ~~applicable, such shareholder may~~ not ~~become~~redeemable ~~aware~~at offair ~~the opportunity to redeem its shares. In addition~~value, ~~proxy~~have ~~materials~~been orexcluded ~~tender~~from ~~offer~~the ~~documents,~~calculation ~~as applicable, that we will furnish to holders~~ of ~~our~~basic ~~public~~net ~~shares~~income inper ~~connection~~ordinary ~~with~~share ~~our~~since ~~initial~~such ~~business combination will describe the various procedures that must be complied with in order to validly tender or submit public~~ shares ~~for redemption. For example~~, weif ~~intend to require our public shareholders seeking to exercise their redemption rights~~redeemed, ~~whether~~only ~~they~~participate ~~are~~in ~~record holders or hold~~ their ~~shares~~pro inrata ~~“street name,” to, at the holder’s option, either deliver their~~ share ~~certificates~~of ~~to our transfer agent, or to deliver their shares to our transfer agent electronically prior to~~ the ~~date~~Trust ~~set~~Account ~~forth~~earnings. inOur ~~the~~net ~~proxy~~income ~~materials~~is oradjusted ~~tender~~for ~~offer documents, as applicable. In~~ the ~~case~~portion of ~~proxy~~income ~~materials,~~that ~~this~~is ~~date~~attributable ~~may be up~~ to ~~two~~ordinary ~~business~~shares ~~days~~subject ~~prior~~ to ~~the~~possible ~~scheduled vote on the proposal to approve the initial business combination. In addition~~redemption, ifas wethese ~~conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public~~ shares toonly ~~also~~participate ~~submit a written request for redemption to our transfer agent two business days prior to the scheduled vote~~ in ~~which~~ the ~~name~~earnings of the ~~beneficial~~Trust ~~owner~~Account ofand ~~such~~not ~~shares~~our isincome ~~included. In the event that a shareholder fails to comply with these~~ or ~~any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed~~losses.

~~You~~Derivative ~~will~~Financial ~~not~~Instruments have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

~~pre~~The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-~~initial~~valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

~~-25-~~Recent Accounting Standards

~~Table~~In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of ~~Contents~~operations or cash flows.

~~Nasdaq~~Management ~~may~~does ~~delist~~not ~~our~~believe ~~securities~~that ~~from~~any ~~trading~~other onrecently ~~its exchange~~issued, ~~which~~but ~~could~~not ~~limit~~yet ~~investors’~~effective, ~~ability~~accounting tostandards, ~~make~~if ~~transactions~~currently inadopted, ~~our~~would ~~securities~~have ~~and~~a ~~subject~~material useffect toon ~~additional~~our ~~trading~~financial ~~restrictions~~statements.

~~Our~~-29- Class A ordinary shares, units and warrants are separately listed on Nasdaq. We may not continue to be listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, following our initial public offering, we must maintain a minimum amount of shareholders’ equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300 public holders). Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our share price would generally be required to be at least $4.00 per share and our shareholders’ equity would generally be required to be at least $5.0 million. We may not be able to meet those initial listing requirements at that time, especially if there are a significant number of redemptions in connection with our initial business combination.

over-the-counterTable of Contents

•Item a7A. ~~limited~~Quantitative ~~availability~~and ofQualitative ~~market~~Disclosures ~~quotations~~about ~~for~~Market ~~our securities;~~Risk

•We ~~reduced~~are ~~liquidity~~a ~~for~~smaller ~~our~~reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item. As of December 31, 2022, we were not subject to any market or interest rate risk. The net proceeds of the Initial Public Offering, including amounts in the Trust Account, will be invested in U.S. government securities; with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk. However, if the interest rates of the U.S. Treasury obligations become negative, we may have less proceeds held in the Trust Account than initially deposited.

•We ahave ~~determination~~not ~~that~~engaged ~~our~~in ~~Class~~any Ahedging ~~ordinary~~activities ~~shares~~since ~~are~~our ~~a “penny stock~~inception,” ~~which~~and ~~will~~we ~~require~~do ~~brokers~~not ~~trading~~expect ~~in our Class A ordinary shares~~ to ~~adhere~~engage ~~to more stringent rules and possibly result~~ in aany ~~reduced~~hedging ~~level~~activities ofwith ~~trading~~respect ~~activity~~to in the ~~secondary~~market ~~trading~~risk ~~market~~to ~~for~~which ~~our~~we ~~securities;~~are exposed.

•Item a8. ~~limited~~Financial ~~amount~~Statements ~~of news~~ and ~~analyst~~Supplementary ~~coverage; and~~Data

•This ~~decreased~~information ~~ability~~appears tofollowing ~~issue~~Item ~~additional~~15 ~~securities~~of orthis ~~obtain~~Annual ~~additional~~Report ~~financing~~and inis ~~the~~included ~~future~~herein by reference.

~~The~~Item National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities9.” ~~Because~~Changes our units and our Class A ordinary shares and warrants are listed on Nasdaq, our units, Class A ordinary shares and warrants qualify as covered securities under the statute. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and ~~might~~Disagreements ~~use~~with ~~these~~Accountants ~~powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed~~ on ~~Nasdaq,~~Accounting ~~our securities would not qualify as covered securities under the statute~~ and weFinancial ~~would be subject to regulation in each state in which we offer our securities.~~ Disclosure

~~You will not be entitled to protections normally afforded to investors of many other blank check companies~~None.

~~Since~~Item the net proceeds of our Initial Public Offering and the sale of the private placement warrants are intended to be used to complete an initial business combination with a target business that has not been selected, we may be deemed to be a “blank check” company under the United States securities laws9A. ~~However,~~Controls because we are listed on Nasdaq, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units will be immediately tradable and ~~we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419~~Procedures. Moreover, if our Initial Public Offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination.

~~-26-~~Evaluation of Disclosure Controls and Procedures

~~Table~~Disclosure ofcontrols ~~Contents~~and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

IfAs werequired ~~seek~~by ~~shareholder~~Rules ~~approval~~13a-15 ofand 15d-15 under the Exchange Act, our ~~initial~~Chief ~~business~~Executive ~~combination~~Officer and weChief doFinancial ~~not~~Officer ~~conduct~~carried ~~redemptions~~out ~~pursuant~~an toevaluation of the ~~tender~~effectiveness ~~offer~~of ~~rules,~~the design and ifoperation ~~you~~of orour adisclosure ~~“group”~~controls and procedures as of ~~shareholders~~December 31, ~~are~~2022. ~~deemed~~Based toupon ~~hold~~their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in ~~excess~~Rules of13a-15(e) and 15d-15%(e) ofunder ~~our~~the ~~Class A~~Exchange ~~ordinary~~Act) ~~shares,~~were ~~you~~not ~~will~~effective ~~lose~~due to the ~~ability~~material weaknesses related to ~~redeem~~accounting ~~all~~for ~~such~~complex ~~shares~~financial ininstruments, ~~excess~~which ofwas ~~15%~~established ofduring ~~our~~the ~~Class~~reporting period ended September A30, ~~ordinary~~2021, ~~shares~~and accuracy and completeness of income tax disclosures, which was established during the reporting period ended December 31, 2022.

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 amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our Initial Public Offering without our prior consent, which we refer to as the “Excess Shares.” However, we would not be restricting our shareholdersManagement’s ~~ability~~Report to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on ~~your~~Internal ~~investment~~Controls inOver usFinancial ifReporting you sell Excess Shares in open-market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open-market transactions, potentially at a loss.

~~Because~~As ofrequired ~~our~~by ~~limited~~SEC ~~resources~~rules and ~~the~~regulations ~~significant~~implementing ~~competition~~Section 404 ~~for~~of ~~business~~the ~~combination~~Sarbanes-Oxley ~~opportunities~~Act, itour ~~may~~management beis ~~more~~responsible ~~difficult~~ for usestablishing toand ~~complete~~maintaining ~~our~~adequate ~~initial~~internal ~~business~~control ~~combination~~over financial reporting. IfOur weinternal docontrol ~~not~~over ~~complete~~financial ~~our~~reporting ~~initial~~is ~~business~~designed ~~combination,~~to ~~our~~provide ~~public~~reasonable ~~shareholders~~assurance ~~may~~regarding ~~receive~~the ~~only~~reliability ~~their~~of ~~pro~~financial ~~rata~~reporting ~~portion~~and the preparation of ~~the~~our ~~funds~~financial instatements ~~the~~for ~~trust~~external ~~account~~reporting ~~that~~purposes ~~are~~in ~~available~~accordance ~~for~~with ~~distribution~~GAAP. toOur ~~public~~internal ~~shareholders,~~control ~~and~~over ~~our~~financial ~~warrants~~reporting ~~will~~includes ~~expire~~those ~~worthless.~~policies and procedures that:

~~We expect to encounter competition from other entities having a business objective similar to ours, including private investors~~ (~~which may be individuals or investment partnerships~~1), ~~other~~pertain ~~blank~~to ~~check companies and other entities, domestic and international, competing for~~ the ~~types~~maintenance of ~~businesses~~records ~~we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting~~that, ~~directly or indirectly, acquisitions of companies operating~~ in orreasonable ~~providing services to various industries. Many of these competitors possess similar or greater technical~~detail, ~~human~~accurately and ~~other~~fairly ~~resources~~reflect to ours or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the ~~net~~transactions ~~proceeds of the Initial Public Offering~~ and ~~the~~dispositions ~~sale~~ of the ~~private~~assets ~~placement warrants, our ability to compete with respect to the acquisition~~ of ~~certain target businesses that are sizable will be limited by~~ our ~~available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore~~company, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination. Additionally, we will seek to preclude any recourse against our trust account in documentation for such transaction and as a result, the potential counterparties may determine that they do not have adequate contractual remedies in the event a transaction fails to close. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we do not complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

If(2) ~~the~~provide ~~net~~reasonable ~~proceeds~~assurance ofthat ~~our~~transactions ~~Initial Public Offering and the sale of the private placement warrants not being held in the trust account~~ are ~~insufficient~~recorded toas ~~allow~~necessary us to ~~operate~~permit ~~for~~preparation atof ~~least~~financial ~~the~~statements ~~next~~in 24accordance ~~months~~with GAAP, itand ~~could~~that ~~limit the amount available to fund~~ our ~~search~~receipts ~~for a target business or businesses~~ and ~~complete~~expenditures ~~our~~are ~~initial~~being ~~business~~made ~~combination,~~only ~~and~~in weaccordance ~~will~~with ~~depend~~authorizations onof ~~loans from~~ our ~~sponsor or~~ management ~~team~~and todirectors, ~~fund our search~~ and ~~to complete our initial business combination.~~

-2730-

~~“no-shop”~~(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

IfBecause weof ~~are~~its ~~required~~inherent ~~to seek additional capital~~limitations, weinternal ~~would~~control ~~need~~over tofinancial ~~borrow~~reporting ~~funds~~may ~~from~~not ~~our~~prevent ~~sponsor, management team~~ or ~~other~~detect ~~third~~errors ~~parties to operate~~ or ~~may~~misstatements bein ~~forced~~our tofinancial ~~liquidate~~statements. ~~Neither our sponsor~~Also, ~~members~~projections of ~~our management team nor~~ any evaluation of ~~their~~effectiveness ~~affiliates~~to isfuture ~~under~~periods ~~any~~are ~~obligation~~subject to ~~advance~~the ~~funds~~risk tothat uscontrols inmay ~~such~~become ~~circumstances.~~inadequate ~~Any~~because ~~such~~of ~~advances~~changes ~~would~~in beconditions, ~~repaid~~or ~~only~~that ~~from funds held outside~~ the ~~trust~~degree ~~account~~ or ~~from~~compliance ~~funds~~with ~~released~~the topolicies usor ~~upon~~procedures ~~completion~~may ~~of our initial business combination~~deteriorate. UpManagement toassessed ~~$1,500,000~~the ofeffectiveness ~~such loans may be convertible into private placement warrants~~ of ~~the~~our ~~post-business~~internal ~~combination~~control ~~entity~~over atfinancial areporting ~~price of $1.50 per warrant~~ at ~~the~~December 31, ~~option of the lender~~2022. ~~Such~~In ~~warrants~~making ~~would~~these beassessments, ~~identical~~management toused the ~~private~~criteria ~~placement~~set ~~warrants.~~forth ~~Prior~~by to the ~~completion~~Committee of ~~our~~Sponsoring ~~initial~~Organizations ~~business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate~~ of ~~our~~the ~~sponsor~~Treadway asCommission we(COSO) doin ~~not~~Internal ~~believe~~Control ~~third~~— ~~parties~~Integrated ~~will~~Framework ~~be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account~~(2013). IfBased weon ~~do not complete~~ our ~~initial~~assessments ~~business combination because we do not have sufficient funds available to us, we will be forced to cease operations~~ and ~~liquidate~~those ~~the trust account. Consequently~~criteria, ~~our~~management ~~public~~determined ~~shareholders~~that ~~may~~we ~~only~~did ~~receive~~not anmaintain ~~estimated~~effective ~~$10.00~~internal ~~per~~control ~~share,~~over orfinancial ~~possibly~~reporting ~~less,~~as ~~on our redemption~~ of ~~our public shares~~December 31, ~~and our warrants will expire worthless~~2022.

~~Changes~~Management inhas ~~the~~implemented ~~market~~certain remediation steps to improve our internal control over financial reporting. Specifically, we expanded and improved our review process for ~~directors~~complex securities and ~~officers~~related ~~liability~~accounting ~~insurance~~standards. ~~could~~We ~~make~~plan itto ~~more~~further ~~difficult~~improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and ~~more~~consideration ~~expensive~~of ~~for~~additional usstaff with the requisite experience and training to ~~negotiate~~supplement existing accounting professionals. However, the material weakness described above remains not remediated as of December 31, 2022, due to the material weaknesses related to accounting for complex financial instruments and ~~complete~~accuracy anand ~~initial~~completeness ~~business~~of ~~combination~~income tax disclosures.

~~The~~This ~~market~~Annual ~~for~~Report ~~directors~~on ~~and~~Form ~~officers~~10-K ~~liability~~does ~~insurance~~not ~~for~~include ~~special~~an ~~purpose~~attestation ~~acquisition~~report ~~companies~~of ~~has~~our ~~changed~~independent inregistered ~~ways~~public ~~adverse~~accounting tofirm usdue ~~and~~to our ~~management~~status ~~team.~~as ~~Fewer~~an ~~insurance~~emerging ~~companies~~growth ~~are~~company ~~offering~~under ~~quotes for directors and officers liability coverage,~~ the ~~premiums~~JOBS ~~charged for such policies have generally increased and the terms of such policies have generally become less favorable~~Act. ~~These trends may continue into the future.~~

~~The~~Changes ~~increased~~in ~~cost~~Internal ~~and~~Control ~~decreased~~over ~~availability~~Financial ofReporting directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable terms or both. Any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified officers and directors.

~~(“run-off~~Other than described above, there were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~run-off~~ITEM 9B. OTHER INFORMATION.

Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, our results of operations and our share price, which could cause you to lose some or all of your investmentNone.

~~non~~-~~cash~~31-

pre-existingTable of Contents

~~-28-~~PART III

~~Table~~ITEM of10. ~~Contents~~DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

~~per-share~~Officers and Directors

Our ~~placing~~officers ~~of funds in the trust account may not protect those funds from third party claims against us. Although we will seek to have all vendors, service providers, prospective target businesses~~ and ~~other~~directors ~~entities~~are with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as ~~well~~follows: as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of the company under the circumstances. Our independent registered public accounting firm, and the underwriter of our Initial Public Offering have not and will not execute agreements with us waiving such claims to the monies held in the trust account.

per-share


Name	Age	Position
Dominik Richter	38	Chairman, Director
Roman Kirsch	34	Chief Executive Officer, Director
Spyro Korsanos	51	Chief Financial Officer
Manuel Stotz	38	Director
Jonathan Teklu	36	Director
Jeronimo Folgueira	41	Director

Dominik Richter has been the Chairman of our board of directors since February 2021. Mr. Richter is the founder and Chief Executive Officer of HelloFresh SE, a Frankfurt listed e-29commerce 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.

~~Table~~Roman Kirsch has been our Chief Executive Officer and a member of ~~Contents~~our board of directors since February 2021. Mr. 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.

~~The~~Spyro ~~securities~~Korsanos inhas ~~which~~been weour ~~invest~~Chief Financial Officer since February 2021 and is the ~~proceeds~~managing ~~held~~partner of our affiliate investment advisor. He also serves as a board observer. Mr. Korsanos has over 20 years of experience in the ~~trust~~technology ~~account~~and ~~could~~media ~~bear~~industry. aHe ~~negative~~is ~~rate~~the founding managing partner of ~~interest~~Fuse Venture Partners (“Fuse”), ~~which~~an ~~could~~investment ~~reduce~~advisory ~~the~~firm ~~interest~~with ~~income~~offices ~~available~~in ~~for~~London, ~~payment~~Berlin ofand ~~taxes~~Luxembourg orand ~~reduce~~our ~~the~~affiliate ~~value~~investment ofadvisor. Fuse focuses on direct venture capital and growth investments in the ~~assets~~European ~~held~~technology sector. Fuse has advised leading European and global technology investors, including Rocket Internet and SoftBank, and various technology ventures in ~~trust~~Europe, such ~~that~~as ~~the~~Delivery ~~per~~Hero ~~share~~and ~~redemption~~HelloFresh ~~amount~~in ~~received~~connection bywith ~~public~~strategic ~~shareholders~~growth ~~may~~initiatives, becorporate ~~less~~development ~~than~~initiatives ~~$10~~and M&A.00 ~~per~~For ~~share~~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.

~~pro~~-~~rata~~32-

OurTable directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders. Contents

In From ~~the~~2015 ~~event~~to ~~that~~2020, ~~the~~Mr. Korsanos ~~proceeds~~served inas ~~the~~a ~~trust~~founding ~~account~~partner ~~are reduced below the lesser~~ of, ~~(i) $10.00 per share~~ and ~~(ii) the~~founding ~~actual~~member ~~amount per public share held in the trust account as~~ of the ~~date~~Investment ofAdvisory ~~the~~Committee ~~liquidation~~ of, ~~the~~Global ~~trust~~Founders ~~account~~Capital ~~if less than $10~~(“GFC”).00 ~~per~~In ~~share~~such ~~due to reductions in the value of the trust assets~~capacity, inhe ~~each~~reviewed ~~case less taxes payable,~~ and ~~our~~approved ~~sponsor~~more ~~asserts~~than ~~that~~300 ittechnology isinvestments ~~unable~~from totwo ~~satisfy~~of ~~its~~GFC’s ~~obligations~~Luxembourg-based orglobal ~~that~~Internet ittechnology ~~has no indemnification obligations related to a particular claim~~funds, ~~our~~which ~~independent~~were ~~directors~~the ~~would~~largest ~~determine~~Internet ~~whether~~venture tofunds ~~take~~in ~~legal~~Europe ~~action~~at ~~against~~the ~~our~~time ~~sponsor~~of totheir ~~enforce its indemnification obligations~~close. ~~While~~Investments wecovered ~~currently~~all ~~expect~~funding ~~that~~stages ~~our~~from ~~independent~~pre-seed ~~directors~~to ~~would~~late-stage ~~take~~funding ~~legal~~across ~~action~~multiple oncontinents. ~~our~~Mr. Korsanos ~~behalf~~was ~~against~~recognized ~~our~~as ~~sponsor~~a to“TMT ~~enforce~~M&A ~~its~~Rising ~~indemnification~~Star” ~~obligations~~at tothe ~~us,~~TMT itFinance isAwards ~~possible~~in ~~that~~London ~~our independent directors~~ in ~~exercising~~2017. ~~their~~Mr. Korsanos ~~business~~holds ~~judgment~~an ~~and~~MBA ~~subject~~from toINSEAD ~~their~~(France) ~~fiduciary~~and ~~duties~~a ~~may~~Bachelor ~~choose not to do so in any particular instance if, for example, the cost~~ of ~~such~~Laws ~~legal~~and ~~action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that~~ a ~~favorable~~Bachelor ~~outcome~~of isEconomics ~~not~~degrees ~~likely.~~from ~~If our independent directors choose not to enforce these indemnification obligations,~~ the ~~amount~~University of ~~funds in the trust account available for distribution to our public shareholders may be reduced below $10~~Sydney.00 ~~per share.~~

WeManuel ~~have~~Stotz ~~agreed~~has toserved ~~indemnify~~as ~~our~~a ~~directors~~director since April 2021. Mr. Stotz is the founder, Chief Executive Officer and ~~officers~~portfolio ~~which~~manager ~~may~~of ~~disincentivize~~Kingsway ~~shareholder~~Capital, ~~action~~a ~~against~~London-based ~~directors~~investment firm founded in 2015, focused on long-term investments in high-quality franchises in branded consumer goods and ~~officers~~consumer internet, in both frontier and ~~adversely~~emerging ~~affect~~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 ~~value~~London School of ~~your~~Economics. ~~investment~~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.

WeJonathan ~~have~~Teklu ~~agreed~~has toserved ~~indemnify~~as ~~our~~a ~~officers~~director ~~and~~since ~~directors~~April to2021. ~~the~~Mr. Teklu ~~fullest~~is ~~extent~~an ~~permitted~~experienced byentrepreneur ~~law.~~and ~~However,~~an ~~our~~active ~~officers~~investor. ~~and~~After ~~directors~~Mr. Teklu ~~have~~sold ~~agreed~~his toonline ~~waive~~media ~~any~~company ~~right,~~Global ~~title~~Leads Group, ~~interest~~where orhe ~~claim~~served ofas ~~any~~a ~~kind~~co-founder inand orChief toExecutive ~~any~~Officer, ~~monies~~to inHoltzbrinck ~~the~~Digital, ~~trust~~he ~~account~~co-founded ~~and~~the toinvestment ~~not~~firm ~~seek~~Springstar. ~~recourse~~As ~~against~~managing ~~the~~partner ~~trust~~of ~~account~~Springstar, ~~for~~Mr. Teklu ~~any~~was ~~reason~~part ~~whatsoever.~~of ~~Accordingly,~~the ~~any~~team ~~indemnification~~investing ~~provided~~in ~~will~~and besupporting ~~able~~Airbnb’s tointernationalization bein ~~satisfied~~2011/2012. byHe ushas ~~only~~invested ifin ~~(i) we~~several ~~have~~technology ~~sufficient~~companies, ~~funds~~including ~~outside~~some of ~~the~~Europe’s ~~trust~~most ~~account~~successful orstartups ~~(ii) we~~such ~~consummate~~as anAmorelie, ~~initial~~Choco, ~~business~~Delivery ~~combination.~~Hero, ~~Our~~One ~~obligation~~Football toand ~~indemnify~~Trade ~~our~~Republic. ~~officers~~Mr. Teklu ~~and~~currently ~~directors~~serves ~~may~~as ~~discourage~~Venture ~~shareholders~~Partner ~~from~~at ~~bringing~~Creandum, a ~~lawsuit~~leading ~~against~~European ~~our~~early-stage ~~officers~~venture orfund, ~~directors~~and ~~for~~as ~~breach~~an ofadvisor, ~~their~~the ~~fiduciary~~first ~~duty.~~investor ~~These~~and ~~provisions~~a ~~also~~member ~~may~~of ~~have~~ the ~~effect~~board of ~~reducing~~directors ~~the likelihood~~ of ~~derivative~~The ~~litigation~~Collective, ~~against~~a ~~our~~leading ~~officers~~Co-Living developer and ~~directors~~operator. German, ~~even~~with ~~though~~Ethiopian ~~such~~roots, anMr. Teklu ~~action,~~was ifelected ~~successful,~~as ~~might~~Global ~~otherwise~~Shaper ~~benefit~~by usthe ~~and~~World ~~our~~Economic ~~shareholders.~~Forum ~~Furthermore,~~in a2012 ~~shareholder’s~~and ~~investment~~built ~~may~~the beBerlin ~~adversely~~Hub ~~affected~~as tofounding ~~the~~curator. ~~extent~~In we2016, ~~pay~~Mr. Teklu ~~the~~was ~~costs~~featured ofon ~~settlement~~Forbes ~~and~~magazine’s ~~damage~~“30 ~~awards~~under ~~against~~30” ~~our~~list. ~~officers~~He ~~and~~holds ~~directors~~a ~~pursuant~~business todegree ~~these~~from ~~indemnification~~WHU-Otto ~~provisions~~Beisheim School of Management.

~~If,~~Jeronimo ~~after~~Folgueira weis ~~distribute~~ the ~~proceeds~~Chief inExecutive ~~the~~Officer ~~trust~~and ~~account~~a tomember ~~our~~of ~~public~~the ~~shareholders,~~board weof ~~file~~directors aof ~~bankruptcy~~Deezer orSA. ~~winding~~Mr. Folgueira upalso ~~petition~~has orserved anas ~~involuntary~~a ~~bankruptcy~~director orsince ~~winding~~April up2021. ~~petition~~Mr. Folgueira isserved ~~filed~~as ~~against~~Chief usExecutive ~~that~~Officer isof ~~not~~Spark ~~dismissed~~Networks SE (NYSE: LOV), awhich ~~bankruptcy~~was orknown ~~insolvency~~as ~~court~~Affinitas ~~may~~GmbH ~~seek~~prior to ~~recover~~the ~~such~~2017 ~~proceeds~~merger with Spark Networks Inc., from 2015 until 2019, and ~~the~~he ~~members~~was a member of ~~our~~the board of directors ~~may~~of beSpark ~~viewed~~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 ~~having~~managing ~~breached~~director ~~their~~at ~~fiduciary~~Betfair ~~duties~~plc (now Flutter Entertainment plc) from 2014 to ~~our~~2015, ~~creditors~~managing director at Bigpoint S.à r.l from 2011 to 2014, ~~thereby~~Senior ~~exposing~~Strategy ~~the~~Executive ~~members~~at ofRTL ~~our~~Group ~~board~~from of2008 ~~directors~~to 2011 and usfounder and chief executive officer of Helppy Media Spain from 2010 to ~~claims~~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 ~~punitive~~Navarra, ~~damages~~Spain.

~~If,~~Number after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding up petition or an involuntary bankruptcy or winding up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and~~/or~~ ~~bankruptcy~~Terms ~~laws~~of orOffice insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court or insolvency court could seek to recover some or all amounts received by our shareholders. In addition, our board of ~~directors~~Officers ~~may be viewed as having breached its fiduciary duty to our creditors~~ and~~/or~~ ~~having~~Directors ~~acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.~~

Our board of directors consists of five members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-~~30-~~year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Mr. Stotz, will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Mr. Teklu and Mr. Folgueira, will expire at the second annual general meeting. The term of office of the third class of directors, consisting of Mr. Kirsch and Mr. Richter, will expire at the third annual general meeting.

~~Table~~Prior to the completion of ~~Contents~~an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares or by vote of a majority of our directors then in office. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.

~~per~~-~~share~~33-

per-shareTable of Contents

IfOur weofficers are ~~deemed~~appointed toby bethe anboard ~~investment~~of ~~company~~directors ~~under~~and serve at the ~~Investment~~discretion ~~Company~~of ~~Act,~~the weboard ~~may~~of bedirectors, ~~required~~rather tothan ~~institute~~for ~~burdensome~~specific ~~compliance~~terms ~~requirements~~of ~~and~~office. ~~our~~Our ~~activities~~board ~~may~~of bedirectors ~~restricted,~~is ~~which~~authorized ~~may~~to ~~make~~appoint officers as it ~~difficult~~deems ~~for~~appropriate uspursuant to ~~complete~~ our ~~initial~~amended ~~business~~and ~~combination~~restated memorandum and articles of association.

IfDirector weIndependence ~~are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:~~

•The ~~restrictions~~rules onof ~~the~~Nasdaq ~~nature~~require that a majority of our ~~investments;~~board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our board of directors has determined that each of Messrs. Stotz, Teklu and Folgueira is an “independent director” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

•Committees ~~restrictions~~of on the ~~issuance~~Board of ~~securities,~~Directors

~~each~~Our board of ~~which~~directors ~~may~~has ~~make~~three itstanding ~~difficult~~committees: ~~for~~an usaudit tocommittee, ~~complete~~a compensation committee and a nominating and corporate governance committee. Both our ~~initial~~audit ~~business~~committee ~~combination~~and our compensation committee are composed solely of independent directors. InSubject ~~addition~~to phase-in rules, wethe ~~may~~rules ~~have~~of ~~imposed~~Nasdaq ~~upon~~and usRule ~~burdensome~~10A-3 ~~requirements~~under the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, ~~including:~~and the rules of Nasdaq require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that has been approved by our board and has the composition and responsibilities described below. The charter of each committee is available on our website.

•Audit ~~registration~~Committee ~~as an investment company;~~

•We ~~adoption~~have established an audit committee of athe ~~specific~~board ~~form~~of directors. Messrs. Stotz, Teklu and Folgueira serve as members of ~~corporate~~our ~~structure;~~audit committee, and Mr. Folgueira chairs the audit committee. Under Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Messrs. Stotz, Teklu and Folgueira meets the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) under the Exchange Act.

•Each ~~reporting,~~member ~~record~~of ~~keeping,~~the ~~voting,~~audit ~~proxy~~committee ~~and~~is ~~disclosure~~financially ~~requirements~~literate and ~~other~~our board of directors has determined that Mr. Folgueira qualifies as an “audit committee financial expert” as defined in applicable SEC rules and ~~regulations~~has accounting or related financial management expertise.

InWe ~~order~~adopted ~~not to be regulated as~~ an ~~investment~~audit ~~company~~committee ~~under the Investment Company Act~~charter, ~~unless~~which wedetails ~~can~~the ~~qualify~~principal ~~for~~functions ~~an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading~~ of ~~securities~~the ~~and~~audit ~~that our activities do not include investing~~committee, ~~reinvesting,~~including: owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

~~2a-7~~• assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors; the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;

• pre-~~initial~~approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

• setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent auditor’s internal quality-31control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

~~Table~~-34- ~~of Contents~~

ChangesTable in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations. Contents

We• ~~are~~meeting ~~subject~~ to ~~laws~~review and ~~regulations~~discuss ~~enacted~~our byannual ~~national,~~audited ~~regional~~financial ~~and~~statements ~~local governments. In particular, we will be required to comply with certain SEC~~ and ~~other~~quarterly ~~legal~~financial ~~requirements.~~statements ~~Compliance~~ with, ~~and~~management ~~monitoring of, applicable laws~~ and ~~regulations~~the ~~may~~independent ~~be difficult~~auditor, ~~time~~including ~~consuming~~reviewing ~~and~~our ~~costly.~~specific ~~Those~~disclosures ~~laws~~under ~~and~~“Management’s ~~regulations~~Discussion and ~~their~~Analysis ~~interpretation~~of ~~and~~Financial ~~application~~Condition ~~may also change from time to time~~ and ~~those~~Results ~~changes~~of ~~could~~Operations”; ~~have~~reviewing ~~a material adverse effect on our business, investments~~ and ~~results~~approving ofany ~~operations.~~related Inparty ~~addition,~~transaction arequired ~~failure~~ to ~~comply~~be ~~with~~disclosed ~~applicable~~pursuant ~~laws~~to orItem ~~regulations,~~404 asof ~~interpreted~~Regulation ~~and~~S-K ~~applied,~~promulgated ~~could~~by ~~have~~the aSEC ~~material~~prior ~~adverse effect on our business, including our ability~~ to ~~negotiate~~us ~~and~~entering ~~complete~~into ~~our~~such ~~initial~~transaction; ~~business combination,~~ and ~~results of operations.~~

If• wereviewing dowith ~~not~~management, ~~consummate~~the independent auditors, and our ~~initial~~legal ~~business~~advisors, ~~combination~~as ~~within~~appropriate, 24any ~~months~~legal, ~~from~~regulatory ~~the~~or ~~closing~~compliance ofmatters, ~~our~~including ~~Initial~~any ~~Public~~correspondence ~~Offering,~~with ~~our~~regulators ~~public~~or ~~shareholders~~government ~~may~~agencies beand ~~forced~~any toemployee ~~wait~~complaints ~~beyond~~or 24published ~~months~~reports ~~before~~that ~~redemption~~raise ~~from~~material issues regarding our ~~trust~~financial ~~account~~statements ~~can~~or ~~occur.~~accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

IfCompensation weCommittee do not consummate our initial business combination within 24 months from the closing of our Initial Public Offering, the proceeds then on deposit in the trust account, including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares, as further described herein. Any redemption of public shareholders from the trust account will be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond 24 months from the closing of our Initial Public Offering before the redemption proceeds of our trust account become available to them, and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial business combination prior thereto and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we do not complete our initial business combination.

~~Our~~We ~~shareholders~~have ~~may~~established bea ~~held~~compensation ~~liable~~committee ~~for~~of ~~claims~~the byboard ~~third~~of ~~parties~~directors. ~~against~~Messrs. usTeklu toand Folgueira serve as members of our compensation committee and Mr. Teklu chairs the ~~extent~~compensation committee. Under Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of ~~distributions~~the ~~received~~compensation bycommittee, ~~them~~all ~~upon~~of ~~redemption~~whom must be independent. Each of ~~their~~Messrs. ~~shares~~Teklu and Folgueira is independent.

IfWe weadopted ~~are~~a ~~forced~~compensation tocommittee ~~enter into an insolvent liquidation~~charter, ~~any distributions received by shareholders could be viewed as an unlawful payment if it was proved that, immediately following the date on~~ which ~~the~~details ~~distribution was made, we were unable to pay our debts as they fall due in~~ the ~~ordinary~~principal ~~course~~functions of ~~business.~~the Ascompensation ~~a result~~committee, aincluding: liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offense and may be liable for a fine and to imprisonment in the Cayman Islands.

~~-32-~~• reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer based on such evaluation;

~~Table~~• reviewing and making recommendations to our board of ~~Contents~~directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers;

We• ~~may~~reviewing ~~not hold an annual general meeting until after the consummation of~~ our ~~initial~~executive ~~business~~compensation ~~combination~~policies and ~~our public shareholders will not have the right to vote on the appointment of directors until after the consummation of our initial business combination.~~ plans;

In• ~~accordance~~implementing with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until the fiscal year that follows the first completed fiscal year after our listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to appoint directors and toadministering discuss company affairs with management. Our board of directors is divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our ~~first~~incentive ~~annual~~compensation ~~general meeting) serving a three~~equity-~~year~~based ~~term.~~remuneration In addition, as holders of our Class A ordinary shares, our public shareholders will not have the right to vote on the appointment of directors until after the consummation of our initial business combination. plans;

~~The~~• ~~grant~~assisting ofmanagement ~~registration~~in ~~rights~~complying towith our ~~sponsor,~~proxy ~~officers,~~statement ~~directors, advisors, anchor investors~~ and ~~holders~~annual ofreport ~~our~~disclosure private placement warrants may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares. requirements;

~~Pursuant~~• toapproving anall ~~agreement~~special ~~entered prior to the closing of our Initial Public Offering~~perquisites, ~~our~~special ~~sponsor,~~cash ~~officers,~~payments ~~directors, advisors, anchor investors~~ and ~~their~~other ~~permitted~~special ~~transferees~~compensation ~~can demand that we register the Class A ordinary shares into which founder shares are convertible, holders of our private placement warrants~~ and ~~their~~benefit ~~permitted~~arrangements transferees can demand that we register the private placement warrants and the Class A ordinary shares issuable upon exercise of the private placement warrants, and holders of warrants that may be issued upon conversion of working capital loans may demand that we register the Class A ordinary shares issuable upon exercise of such warrants. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for ~~trading in the public market may have an adverse effect on the market price of~~ our Class A ordinary shares. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A ordinary shares that is expected when the ordinary shares owned by our sponsor, officers, ~~directors,~~and ~~advisors, anchor investors, holders of our private placement warrants or holders of our working capital loans or their respective permitted transferees are registered.~~ employees;

~~Because~~• weproducing ~~are neither limited to evaluating~~ a ~~target~~report ~~business~~on inexecutive acompensation ~~particular industry sector nor have selected any target businesses with which~~ to ~~pursue our initial business combination, you will~~ be ~~unable~~included toin ~~ascertain~~our ~~the~~annual ~~merits~~proxy orstatement; ~~risks of any particular target business’s operations.~~ and

~~Our~~• ~~efforts to identify a prospective initial business combination target will not be limited to a particular industry~~reviewing, ~~sector~~evaluating ~~or geographic region. While we may pursue an initial business combination opportunity in any industry or region, we intend to focus on technology-enabled businesses in Europe. Our amended~~ and ~~restated~~recommending memorandum and articles of association prohibits us from effectuating a business combination with another blank check company or similar company with nominal operations. Because we have not yet selected or approached any specific target business with respect to a business combinationchanges, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if ~~we combine with a financially unstable business or an entity lacking an established record of sales or earnings~~appropriate, ~~we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor~~ to ~~evaluate~~ the ~~risks~~remuneration inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for ~~such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or~~ directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

Notwithstanding the foregoing, as indicated above, other than (i) the payment by us to our sponsor of $15,000 per month from funds held outside the trust account for up to 24 months, which is paid to our affiliate investment advisor for identifying, investigating and completing an initial business combination, (ii) the payment by our sponsor or certain of its shareholders of $35,000 per month to our affiliate investment advisor for up to 24 months, and (iii) the payment by our sponsor or certain of its shareholders of a fee of $1,500,000 in the event of a successful business combination, less (a) the amounts previously paid by us or the sponsor (or certain of its shareholders) and (b) 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-33rata portion thereof) after the 12-month anniversary of the Initial Public Offering, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors, advisors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

~~Table~~-35- ~~of Contents~~

AlthoughTable weof have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines. Contents

~~Although~~The wecharter ~~have~~also ~~identified~~provides ~~general~~that ~~criteria~~the ~~and~~compensation ~~guidelines~~committee ~~for~~may, ~~evaluating~~in ~~prospective~~its ~~target~~sole ~~businesses~~discretion, itretain isor ~~possible~~obtain ~~that~~the aadvice ~~target business with which we enter into our initial business combination will not have all~~ of ~~these positive attributes. If we complete our initial business combination with~~ a ~~target~~compensation ~~that~~consultant, ~~does~~independent ~~not~~legal ~~meet~~counsel ~~some~~ or ~~all~~other ofadviser ~~these~~and ~~guidelines,~~will ~~such combination may not~~ be asdirectly ~~successful~~responsible asfor athe ~~combination~~appointment, ~~with~~compensation aand ~~business~~oversight ~~that~~of ~~does~~the ~~meet~~work ~~all~~ of ~~our~~any ~~general~~such ~~criteria and guidelines~~adviser. ~~In addition~~However, ifbefore weengaging ~~announce~~or areceiving ~~prospective~~advice ~~business~~from ~~combination with~~ a ~~target~~compensation ~~that does not meet our general criteria and guidelines~~consultant, aexternal ~~greater~~legal ~~number~~counsel ofor ~~shareholders~~any ~~may~~other ~~exercise their redemption rights~~adviser, ~~which~~the ~~may~~compensation ~~make~~committee itwill ~~difficult~~consider ~~for~~the usindependence ~~to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount~~ of ~~cash.~~each Insuch ~~addition~~adviser, ifincluding ~~shareholder approval of~~ the ~~transaction~~factors is required by ~~law,~~Nasdaq or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and ~~guidelines. If we do not complete our initial business combination, our public shareholders may only receive their pro rata portion of~~ the ~~funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless~~SEC.

WeNominating ~~are not required to obtain an opinion from an independent investment banking firm or from a valuation or appraisal firm,~~ and ~~consequently,~~Corporate ~~you~~Governance ~~may~~Committee ~~have no assurance from an independent source that the price we pay in our initial business combination is fair to our company from a financial point of view.~~

~~Unless~~We weestablished ~~complete~~a ~~our~~nominating ~~initial business combination with an affiliated entity~~ and ~~the~~corporate ~~applicable~~governance ~~law~~committee ~~so requires or our board~~ of ~~directors~~the ~~so decides, or unless our~~ board of directors. ~~cannot~~The ~~independently~~members ~~determine the fair market value~~ of ~~the~~our ~~target~~nominating ~~business~~and orcorporate ~~businesses~~governance ~~(including with the assistance of financial advisors), we~~ are ~~not required to obtain an opinion from an independent investment banking firm or from a valuation or appraisal firm that the price we are paying is fair to our company from a financial point of view~~Messrs. ~~If no opinion is obtained~~Stotz, ~~our~~Teklu ~~shareholders~~and ~~will~~Folgueira beand ~~relying~~Mr. Stotz onserves ~~the~~as ~~judgment~~chair of ~~our board of directors, who will determine fair market value based on standards generally accepted by~~ the ~~financial~~nominating ~~community.~~and ~~Such~~corporate ~~standards~~governance ~~used will be disclosed in our proxy materials or tender offer documents, as applicable, related to our initial business combination~~committee.

~~one-to-one~~We adopted a nominating and corporate governance committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including:

~~one-~~• identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for~~-one~~ nomination for appointment at the annual general meeting or to fill vacancies on the board of directors;

~~-34-~~• developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;

~~Table~~• coordinating and overseeing the annual self-evaluation of ~~Contents~~the board of directors, its committees, individual directors and management in the governance of the company; and

~~one-to-one~~• reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.

•The ~~may~~charter ~~significantly~~also ~~dilute~~provides that the ~~equity~~nominating ~~interest~~and corporate governance committee may, in its sole discretion, retain or obtain the advice of, ~~our~~and ~~public~~terminate, ~~shareholders;~~any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms.

•We ~~may~~have ~~subordinate~~not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the ~~rights~~board of ~~holders~~directors considers educational background, diversity of ~~Class~~professional Aexperience, ~~ordinary~~knowledge ~~shares~~of ifour ~~preference~~business, ~~shares~~integrity, ~~are~~professional ~~issued~~reputation, ~~with~~independence, ~~rights~~wisdom, ~~senior~~and the ability to ~~those~~represent ~~afforded~~the best interests of our ~~Class~~shareholders. APrior ~~ordinary~~to our initial business combination, holders of our public shares; will not have the right to recommend director candidates for nomination to our board of directors.

•Compensation ~~could~~Committee ~~cause~~Interlocks ~~a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any,~~ and ~~could~~Insider ~~result~~Participation ~~in the resignation or removal of our present officers and directors; and~~

•None ~~may~~of ~~adversely~~our ~~affect~~officers ~~prevailing~~currently ~~market~~serves, ~~prices~~or ~~for~~in ~~our~~the ~~units~~past year has served, ~~Class~~as Aa ~~ordinary~~member ~~shares~~of ~~and/~~the compensation committee of any entity that has one or ~~warrants~~more officers serving on our board of directors.

~~Resources~~Code could be expended in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we do not complete our initial business combination, our public shareholders may only receive their pro rata portion of ~~the~~Business ~~funds~~Conduct ~~in the trust account that are available for distribution to public shareholders,~~ and ~~our~~Ethics ~~warrants will expire worthless.~~

We ~~anticipate~~adopted ~~that~~a ~~the~~Code ~~investigation~~ of ~~each~~Business ~~specific~~Conduct ~~target~~and ~~business~~Ethics ~~and~~applicable ~~the~~to ~~negotiation~~our directors, ~~drafting~~officers and ~~execution~~employees. We have filed a copy of ~~relevant~~our ~~agreements,~~Code ~~disclosure~~of ~~documents~~Business Conduct and ~~other~~Ethics ~~instruments~~as ~~will~~an ~~require~~exhibit ~~substantial~~to ~~management~~our ~~time~~registration ~~and~~statement ~~attention~~on ~~and~~Form ~~substantial~~S-1 ~~costs~~(Registration ~~for accountants~~No. 333-253369), ~~attorneys,~~which ~~consultants~~was ~~and~~declared ~~others~~effective by the SEC on April 7, 2021. IfYou wecan ~~decide~~review ~~not~~this todocument ~~complete~~by aaccessing ~~specific~~our ~~initial~~public ~~business~~filings ~~combination~~at the SEC’s web site at www.sec.gov. In addition, a copy of the ~~costs~~Code ~~incurred~~of upBusiness toConduct ~~that~~and ~~point~~Ethics ~~for~~and the ~~proposed~~charters ~~transaction~~of ~~likely~~the ~~would~~committees ~~not~~of beour ~~recoverable.~~board ~~Furthermore,~~of ifdirectors wewill ~~reach~~be anprovided ~~agreement~~without ~~relating~~charge toupon arequest ~~specific~~from ~~target~~us. ~~business,~~If we ~~may~~make ~~fail~~any amendments to ~~complete~~ our ~~initial~~Code ~~business~~of ~~combination~~Business ~~for~~Conduct ~~any~~and ~~number~~Ethics ofother ~~reasons~~than ~~including~~technical, ~~those~~administrative ~~beyond~~or ~~our~~other ~~control.~~non-substantive ~~Any~~amendments, ~~such~~or ~~event~~grant ~~will~~any ~~result~~waiver, inincluding aany ~~loss~~implicit towaiver, usfrom a provision of the ~~related~~Code ~~costs~~of ~~incurred~~Business ~~which~~Conduct ~~could~~and ~~materially~~Ethics ~~adversely~~applicable ~~affect~~to ~~subsequent~~our ~~attempts~~principal toexecutive ~~locate~~officer, ~~and~~principal ~~acquire~~financial officer principal accounting officer or ~~merge~~controller ~~with~~or ~~another~~persons ~~business.~~performing Ifsimilar wefunctions dorequiring ~~not~~disclosure ~~complete~~under ~~our~~applicable ~~initial~~SEC ~~business~~or ~~combination~~Nasdaq rules, we will disclose the nature of such amendment or waiver on our ~~public~~website. ~~shareholders~~The ~~may~~information ~~only~~included ~~receive~~on ~~their~~our ~~pro~~website ~~rata~~is ~~portion~~not ofincorporated ~~the~~by ~~funds~~reference ininto ~~the~~this ~~trust~~prospectus ~~account~~or ~~that~~in ~~are~~any ~~available~~other ~~for~~report ~~distribution~~or todocument ~~public~~we ~~shareholders~~file with the SEC, and any references to our ~~warrants~~website ~~will~~are ~~expire~~intended ~~worthless~~to be inactive textual references only.

We-36- ~~may be a passive foreign investment company, or “PFIC,” which could result in adverse United States federal income tax consequences to U.S. investors.~~

IfTable we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. holder of our Class A ordinary shares or warrants, the U.S. holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. There can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year (and, in the case of the startup exception, potentially not until after the two taxable years following our current taxable year). However, our actual PFIC status for any taxable year will not be determinable until after the end of such taxable year. Moreover, if we determine we are a PFIC for any taxable year, upon request, we will endeavor to provide to a U.S. holder such information as the Internal Revenue Service (“IRS”) may require, in order to enable the U.S. holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect to our warrants in all cases. We urge U.S. investors to consult their own tax advisors regarding the possible application of the PFIC rules. Contents

~~-35-~~Limitation on Liability and Indemnification of Officers and Directors

~~Table~~Cayman Islands law does not limit the extent to which a company’s memorandum and articles of ~~Contents~~association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We have purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

WeExcept with respect to any public shares they may ~~reincorporate~~acquire infollowing ~~another~~our ~~jurisdiction~~Initial Public Offering (in ~~connection~~the ~~with~~event ~~our~~we do not consummate an initial business combination), ~~which~~our ~~may~~officers ~~result~~and indirectors ~~taxes~~have ~~imposed~~agreed onto ~~shareholders~~waive any right, ~~and~~title, ~~following~~interest ~~such~~or ~~reincorporation,~~claim of any kind in or to any monies in the ~~laws~~trust ofaccount, ~~such~~and ~~jurisdiction~~have ~~may~~agreed ~~govern~~to ~~some~~waive any right, title, interest or ~~all~~claim of ~~our~~any ~~future~~kind ~~material~~they ~~agreements~~may have in the future as a result of, ~~which~~or wearising ~~may~~out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to ~~enforce~~be ~~our~~satisfied ~~legal~~by ~~rights~~us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.

InOur ~~connection~~indemnification ~~with~~obligations ~~our initial business combination and subject to requisite shareholder approval by special resolution under the Companies Act, we~~ may ~~relocate~~discourage ~~the~~shareholders ~~home jurisdiction of our business~~ from ~~the~~bringing ~~Cayman~~a ~~Islands~~lawsuit toagainst ~~the~~our ~~jurisdiction~~officers ~~in which the target company~~ or ~~business~~directors isfor ~~located~~breach orof totheir ~~another~~fiduciary ~~jurisdiction~~duty. InThese aprovisions ~~vote~~also tomay ~~continue~~have ~~our~~the ~~company~~effect inof areducing ~~jurisdiction outside~~ the ~~Cayman~~likelihood ~~Islands, holders~~ of ~~our~~derivative ~~founder~~litigation ~~shares~~against ~~will~~our ~~have~~officers ~~ten votes per share~~ and ~~holders~~directors, ofeven ~~public~~though ~~shares~~such ~~will~~an ~~have~~action, ~~one~~if ~~vote per share and~~successful, asmight aotherwise ~~result,~~benefit ~~holders~~us ofand our ~~founder~~shareholders. ~~shares~~Furthermore, ~~will~~a ~~be able to approve any such proposal without the vote of any other~~ shareholder.’s ~~The~~investment ~~reincorporation transaction~~ may ~~require~~be aadversely ~~shareholder~~affected ~~or warrant holder~~ to ~~recognize taxable income in~~ the ~~jurisdiction~~extent inwe ~~which~~pay the ~~shareholder~~costs orof ~~warrant~~settlement ~~holder~~and isdamage aawards ~~tax~~against ~~resident~~our orofficers ~~in which its members are resident if it is a tax transparent entity. We do not intend to make any cash distributions to shareholders or warrant holders to pay such taxes. Shareholders~~ and ~~warrant~~directors ~~holders~~pursuant ~~may be subject~~ to ~~withholding~~these ~~taxes~~indemnification ~~or other taxes with respect to their ownership of us after the reincorporation~~provisions.

InWe ~~addition,~~believe ifthat wethese ~~determine to do this~~provisions, the ~~laws~~insurance ofand ~~such~~the ~~jurisdiction~~indemnity ~~to which we would relocate may govern some or all of our future material~~ agreements. ~~The~~are ~~system~~necessary ofto ~~laws~~attract and ~~the~~retain ~~enforcement~~talented ofand ~~existing~~experienced ~~laws~~officers ~~in such jurisdiction may not be as certain in implementation~~ and ~~interpretation as in the Cayman Islands or the United States~~directors. ~~The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.~~

WeITEM ~~may~~11. ~~issue~~EXECUTIVE notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in usCOMPENSATION.

~~Although~~Officer we have no commitments as of the date hereof to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose to incur substantial debt to complete our initial business combination. We and ~~our~~Director ~~officers~~Compensation have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

•None ~~default~~of ~~and~~our ~~foreclosure~~officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our ~~assets~~securities ifwere first listed on Nasdaq through the earlier of consummation of our ~~operating~~initial ~~revenues~~business combination and our liquidation, we have paid and will continue to pay our sponsor $15,000 per month from funds held outside the trust account, which is paid to members of our affiliate investment advisor for identifying, investigating and completing an initial business combination. Our sponsor or certain of its shareholders have paid and will continue to pay $35,000 per month to our affiliate investment advisor for up to 24 months, 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. In addition, our sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee reviews on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination ~~are~~will ~~insufficient~~be made from funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to ~~repay~~have any additional controls in place governing our ~~debt~~reimbursement ~~obligations;~~payments to our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.

•-37- acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

•Table our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;Contents

•We ~~our~~are ~~inability~~not party to ~~obtain~~any ~~necessary~~agreements ~~additional~~with ~~financing if the debt security contains covenants restricting~~ our ~~ability~~officers toand ~~obtain~~directors ~~such~~that ~~financing~~provide ~~while~~for ~~the~~benefits ~~debt~~upon ~~security~~termination isof ~~outstanding;~~employment.

•ITEM ~~our~~12. ~~inability~~SECURITY toOWNERSHIP ~~pay~~OF ~~dividends~~CERTAIN onBENEFICIAL ~~our~~OWNERS ~~Class~~AND AMANAGEMENT ~~ordinary~~AND ~~shares;~~RELATED SHAREHOLDER MATTERS.

•The ~~using~~following atable ~~substantial~~sets ~~portion~~forth ofinformation ~~our~~regarding ~~cash flow to pay principal and interest on our debt, which will reduce~~ the ~~funds~~beneficial ~~available~~ownership ~~for~~of ~~dividends on~~ our ~~Class A~~ ordinary shares ifas ~~declared,~~of ~~expenses~~April 12, ~~capital expenditures~~2023, ~~acquisitions~~by: ~~and other general corporate purposes;~~

• ~~limitations~~each onperson ~~our~~known ~~flexibility~~by inus ~~planning~~to ~~for~~be ~~and~~the ~~reacting~~beneficial toowner ~~changes~~of inmore ~~our~~than ~~business~~5% ~~and~~of inour ~~the~~issued ~~industry~~and inoutstanding ~~which~~ordinary ~~we operate~~shares;

• ~~increased~~each ~~vulnerability~~of toour ~~adverse~~officers ~~changes in general economic, industry~~ and ~~competitive conditions and adverse changes in government regulation~~directors; and

• ~~limitations~~all on our ~~ability~~officers ~~to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy~~ and ~~other~~directors ~~purposes~~as ~~and~~a ~~other disadvantages compared to our competitors who have less debt~~group.

The following table is based on 43,125,000 ordinary shares of outstanding at April 12, 2023, of which 34,500,000 were Class A ordinary shares and 8,625,000 were Class B ordinary shares. Unless otherwise indicated, it is believed that all persons named in the table below have sole voting and investment power with respect to all ordinary shares beneficially owned by them. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable within 60 days of the date of this Annual Report on Form 10-~~36-~~K.

Table of Contents


Name and Address of Beneficial Owner(1)	Number of Shares Beneficially Owned			Approximate Percentage of Outstanding Ordinary Shares
Tio Tech SPAC Holdings GmbH(3)		8,625,000	(2)		20.0	%
Ari Zweiman(4)		2,000,000			5.8	%
Ravi Mehta(5)		2,000,000			5.8	%
Paul J. Glazer(6)		1,834,814			5.3	%
Dominik Richter		—			—
Roman Kirsch		—			—
Spyro Korsanos		—			—
Manuel Stotz		—			—
Jonathan Teklu		—			—
Jeronimo Folgueira		—			—
All officers and directors as a group (6 individuals)		—			—

We* ~~may~~Less ~~only~~than ~~be able to complete~~ one business combination with the proceeds of our Initial Public Offering and the sale of the private placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or servicespercent. ~~This lack of diversification may negatively impact our operations and profitability.~~

We(1) ~~may~~Unless ~~effectuate~~otherwise ~~our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However~~noted, wethe ~~may not be able to effectuate our initial~~ business ~~combination~~address ~~with more than one target business because~~ of ~~various~~each ~~factors, including the existence~~ of ~~complex accounting issues and~~ the ~~requirement~~following ~~that~~is wec/o ~~prepare~~Tio ~~and~~Tech ~~file~~SPAC ~~pro~~Holdings forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entityGmbH, ~~our~~Unter ~~lack~~den ofLinden ~~diversification may subject us to numerous economic~~21, ~~competitive~~10117 ~~and regulatory developments. Further~~Berlin, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industryGermany. ~~Accordingly, the prospects for our success may be:~~

•(2) Interests shown consist solely ~~dependent~~of ~~upon~~founder shares, classified as Class B ordinary shares. As described in our registration statement on Form S-1 (File No. 333-253369), the ~~performance~~Class B ordinary shares will automatically convert into Class A ordinary shares at the time of aour ~~single~~initial business combination on a one-for-one basis, ~~property~~subject orto ~~asset;~~adjustment orfor stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

•-38- ~~dependent upon the development or market acceptance of a single or limited number of products, processes or services.~~

ThisTable lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination. Contents

We(3) ~~may~~Tio ~~attempt~~Tech toSPAC ~~simultaneously~~Holdings ~~complete~~GmbH ~~business~~is ~~combinations~~the ~~with~~record ~~multiple~~holder ~~prospective~~of ~~targets,~~the ~~which~~shares ~~may~~reported ~~hinder~~herein. ~~our~~The ~~ability~~three tomanaging ~~complete~~directors ~~our~~of ~~initial~~Tio ~~business~~Tech ~~combination~~SPAC Holdings GmbH are Dominik Richter, Roman Kirsch and ~~give~~Spyro ~~rise~~Korsanos. toUnder ~~increased~~the ~~costs~~so-called “rule of three,” if voting and ~~risks~~dispositive ~~that~~decisions ~~could~~regarding ~~negatively~~an ~~impact~~entity’s ~~our~~securities ~~operations~~are made by two or more individuals, and ~~profitability~~a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. Therefore, none of Messrs. Richter, Kirsch or Korsanos exercises voting or dispositive control over any of the securities held by the Sponsor, even those in which he holds any direct or indirect pecuniary interest. Accordingly, none of Messrs. Richter, Kirsch or Korsanos is deemed to have or share beneficial ownership of the founder shares held by Tio Tech SPAC Holdings GmbH.

If(4) we683 ~~determine~~Capital ~~to simultaneously acquire several businesses that are owned by different sellers~~Partners, weLP ~~will~~is ~~need~~the ~~for~~record ~~each~~holder of ~~such~~the ~~sellers~~shares toreported ~~agree~~herein. ~~that~~683 ~~our~~Capital ~~purchase~~Management, ofLLC ~~its business~~ is ~~contingent on~~ the ~~simultaneous~~investment ~~closings~~manager of ~~the~~683 ~~other~~Capital ~~business combinations~~Partners, ~~which~~LP. ~~may make it more difficult for us, and delay our ability, to complete our initial business combination~~Mr. ~~With~~Zweiman ~~multiple~~is ~~business~~the ~~combinations,~~managing wemember ~~could~~of ~~also~~683 ~~face~~Capital ~~additional risks~~Management, ~~including~~LLC ~~additional burdens~~ and ~~costs~~thus ~~with~~is ~~respect~~deemed to ~~possible~~beneficially ~~multiple~~own ~~negotiations and due diligence investigations (if there are multiple sellers) and~~ the ~~additional~~shares ~~risks~~held ~~associated~~by ~~with~~683 ~~the~~Capital ~~subsequent~~Partners, ~~assimilation~~LP. ofThe ~~the~~business ~~operations~~address ~~and~~for ~~services or products of the acquired companies in a single operating business~~Mr. IfZweiman weis ~~are~~3 ~~unable~~Columbus toCircle, ~~adequately~~Suite ~~address~~2205, ~~these~~New ~~risks~~York, itNY ~~could negatively impact our profitability and results of operations~~10019.

We(5) ~~may~~Steadview ~~attempt~~Capital toManagement ~~complete~~LLC ~~our~~is ~~initial~~the ~~business~~record ~~combination~~holder ~~with~~of athe ~~private~~shares ~~company~~reported ~~about~~herein. ~~which~~Mr. ~~little~~Mehta ~~information~~serves as Managing Director of Steadview Capital Management LLC and thus is ~~available,~~deemed ~~which~~to ~~may~~beneficially ~~result~~own inthe ashares ~~business~~held ~~combination~~by ~~with~~Steadview aCapital ~~company~~Management ~~that~~LLC. The business address for Mr. Mehta is ~~not~~30 asBerkeley ~~profitable~~Square, as6th weFloor, ~~suspected~~London, ifUnited atKingdom, ~~all.~~W1J 6EX.

In(6) ~~pursuing~~Glazer ~~our~~Capital, ~~business~~LLC, ~~combination~~which ~~strategy,~~serves weas ~~may~~investment ~~seek~~manager to ~~effectuate~~certain ~~our~~funds ~~initial~~and ~~business~~managed ~~combination~~accounts ~~with~~holding athe ~~privately~~shares, ~~held~~is ~~company.~~the ~~Very~~record ~~little~~holder ~~public~~of ~~information~~the ~~generally~~shares ~~exists~~reported ~~about~~herein. ~~private~~Mr. ~~companies,~~Glazer ~~and~~is wethe ~~could~~managing bemember ~~required~~of toGlazer ~~make~~Capital, ~~our~~LLC ~~decision~~and onthus ~~whether~~is deemed to ~~pursue~~beneficially aown ~~potential initial business combination on~~ the ~~basis~~shares ofheld ~~limited~~by ~~information~~Glazer Capital, ~~which~~LLC. ~~may~~The ~~result in a~~ business ~~combination~~address ~~with~~for aMr. ~~company~~Glazer ~~that~~ is ~~not~~250 asWest ~~profitable~~55th asStreet, weSuite ~~suspected~~30A, ifNew atYork, ~~all.~~New York 10019.

~~Our~~ITEM ~~management may not be able to maintain control of a target business after our initial business combination~~13. WeCERTAIN ~~cannot~~RELATIONSHIPS ~~provide~~AND ~~assurance~~RELATED ~~that~~TRANSACTIONS, ~~upon~~AND ~~loss~~DIRECTOR ~~of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business~~INDEPENDENCE.

WeOn ~~may~~February 10, ~~structure~~2021, our ~~initial~~sponsor ~~business~~paid ~~combination~~$25,000 soto ~~that~~cover ~~the~~certain ~~post-transaction~~of ~~company in which~~ our ~~public~~offering ~~shareholders~~costs ~~own~~in ~~shares~~consideration ~~will~~for ~~own~~8,625,000 ~~less~~Class B ~~than~~ordinary ~~100%~~shares. ofAdditionally, ~~the~~upon ~~equity~~consummation ~~interests or assets~~ of aour ~~target~~initial business combination, ~~but~~our wesponsor will ~~only~~transfer ~~complete~~up ~~such~~to ~~business~~an ~~combination~~aggregate ~~if the post-transaction company owns or acquires 50% or more~~ of ~~the~~255,555 ~~outstanding voting securities~~ of the ~~target~~founder orshares ~~otherwise~~held ~~acquires~~by aour ~~controlling~~sponsor ~~interest~~at in the ~~target~~time ~~sufficient~~of ~~for~~the usinitial ~~not~~business tocombination ~~be required~~ to ~~register~~our asanchor aninvestors. ~~investment~~The ~~company~~founder ~~under~~shares (including the ~~Investment~~Class A ~~Company~~ordinary ~~Act.~~shares Weissuable ~~will~~upon ~~not~~exercise ~~consider~~thereof) ~~any~~may ~~transaction that does~~ not, ~~meet~~subject ~~such~~to ~~criteria.~~certain ~~Even~~limited ifexceptions, ~~the~~be ~~post-transaction~~transferred, ~~company~~assigned ~~owns 50%~~ or ~~more~~sold ofby the ~~voting~~holder ~~securities~~until of the ~~target,~~earlier ~~our shareholders prior~~ to ~~the~~occur ~~business~~of ~~combination~~(i) one ~~may~~year ~~collectively~~after ~~own a minority interest in~~ the ~~post-~~initial business combination ~~company,~~or ~~depending~~(ii) the ondate ~~valuations~~following ~~ascribed to~~ the ~~target~~completion ~~and~~of usour ininitial ~~the~~ business combination. ~~For~~on ~~example,~~which we ~~could~~complete ~~pursue~~ a ~~transaction~~liquidation, inmerger, ~~which~~share weexchange ~~issue~~or aother ~~substantial~~similar ~~number~~transaction ofthat ~~new~~results ~~Class A ordinary shares~~ in ~~exchange for~~ all of the ~~outstanding~~shareholders ~~capital~~having ~~stock,~~the ~~shares~~right orto ~~other~~exchange ~~equity~~their ~~securities~~ordinary ofshares afor ~~target. In this case~~cash, wesecurities ~~would~~or ~~acquire~~other aproperty. ~~100%~~Notwithstanding ~~interest in~~ the ~~target. However~~foregoing, asif ~~a result of~~ the ~~issuance~~closing ofprice ~~a substantial number~~ of ~~new~~the Class A ordinary shares, ~~our~~equals ~~shareholders~~or ~~immediately~~exceeds ~~prior~~$12.00 toper ~~such~~share ~~transaction~~(as ~~could~~adjusted ~~own~~for ~~less~~share ~~than~~sub-divisions, ashare ~~majority~~capitalizations, ofreorganizations, ~~our~~recapitalizations ~~issued~~ and ~~outstanding~~the ~~Class A~~like) ~~ordinary~~for ~~shares~~any ~~subsequent~~20 totrading ~~such~~days ~~transaction.~~within Inany ~~addition,~~30-trading ~~other~~day ~~minority~~period ~~shareholders~~commencing ~~may~~at ~~subsequently~~least ~~combine~~150 ~~their~~days ~~holdings~~after ~~resulting~~the ininitial aBusiness ~~single~~Combination, ~~person or group obtaining a larger share of~~ the ~~company’s~~founder shares ~~than we initially acquired. Accordingly, this may make it more likely that our management~~ will ~~not~~ be ~~able~~released tofrom ~~maintain control of~~ the ~~target business~~lockup. ~~We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.~~

~~-37-~~Our sponsor purchased an aggregate of 5,083,000 private placement warrants for a purchase price of $1.50 per whole warrant, or $7,625,000 in the aggregate, in a private placement that occurred simultaneously with the closing of our Initial Public Offering. Each private placement warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share, subject to adjustment. The private placement warrants (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of our initial business combination.

~~Table~~If any of ~~Contents~~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 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.

We-39- ~~may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.~~

WeTable mayof seek business combination opportunities with large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the business combination may not be as successful as we anticipate. Contents

ToWe ~~the~~currently ~~extent~~maintain ~~we complete~~ our ~~initial~~executive ~~business~~offices ~~combination~~at ~~with~~Unter aden ~~large~~Linden ~~complex~~21, ~~business~~10117 ~~or entity with a complex operating structure~~Berlin, weGermany. ~~may~~We ~~also~~currently bepay ~~affected~~our bysponsor ~~numerous risks inherent in the operations of the business with which we combine~~$15,000 ~~which~~per ~~could~~month ~~delay or prevent us~~ from ~~implementing~~funds ~~our~~held ~~strategy.~~outside ~~Although~~the ~~our~~trust ~~management~~account ~~team~~for ~~will~~up ~~endeavor~~ to ~~evaluate~~24 ~~the risks inherent in a particular target business and its operations~~months, wewhich ~~may~~will ~~not~~ be ~~able~~paid to ~~properly~~our ~~ascertain~~affiliate orinvestment ~~assess~~advisor ~~all~~for ofidentifying, ~~the~~investigating ~~significant~~and ~~risk~~completing ~~factors~~an ~~until~~initial ~~we complete our~~ business combination. IfUpon wecompletion ~~are~~of ~~not able to achieve~~ our ~~desired~~initial ~~operational~~business ~~improvements,~~combination or ~~the~~our ~~improvements take longer to implement than anticipated~~liquidation, we ~~may~~will ~~not~~cease ~~achieve~~paying ~~the~~these ~~desired~~monthly ~~results~~fees. ~~Furthermore,~~We ~~some~~consider ofour ~~these~~current ~~risks~~office ~~and~~space ~~complexities~~adequate ~~may~~for ~~be outside of~~ our ~~control~~current ~~and leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business~~operations. ~~Such combination may not be as successful as a combination with a smaller, less complex organization.~~

WeCommencing ~~may~~on the consummation of our Initial Public Offering through the earlier of consummation of our initial business combination and our liquidation, we have paid and will continue to pay our sponsor $15,000 per month from funds held outside the trust account for up to 24 months, which will be ~~subject~~paid to ~~risks~~our ~~related~~affiliate investment advisor for identifying, investigating and completing an initial business combination. Our sponsor or certain of its shareholders has paid and will continue to pay $35,000 per month to our affiliate investment advisor for up to 24 months, and will pay a fee of $1,500,000 in the ~~technology~~event ~~sector~~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. In addition, our sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee reviews on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.

~~While~~In weaddition, ~~may~~in ~~pursue~~order to finance transaction costs in connection with an intended initial business combination, ~~opportunity~~our insponsor ~~any~~or ~~industry~~an affiliate of our sponsor or ~~region~~certain of our officers and directors may, webut ~~intend~~are not obligated to, ~~focus~~loan us funds as may be required on ~~technology~~a non-~~enabled~~interest ~~businesses~~basis. inIf ~~Europe~~we complete an initial business combination, we would repay such loaned amounts. ~~Business~~In ~~combinations~~the ~~with~~event ~~companies~~that inthe initial business combination does not close, we may use a portion of the ~~technology~~working ~~sector~~capital ~~entail~~held ~~special~~outside ~~considerations~~the ~~and~~trust ~~risks~~account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. IfUp weto ~~are~~$1,500,000 ~~successful~~of insuch ~~completing~~loans amay be convertible into private placement warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such aloans. ~~target~~Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be ~~subject~~willing to, loan such funds and ~~possibly~~provide ~~adversely~~a ~~affected~~waiver ~~by,~~against ~~the~~any ~~following~~and ~~risks:~~all rights to seek access to funds in our trust account.

•Any ~~inability~~of the foregoing payments to ~~compete~~our ~~effectively~~sponsor, inrepayments aof ~~highly~~loans ~~competitive~~from ~~environment~~our ~~with~~sponsor ~~many~~or ~~incumbents~~repayments ~~having~~of ~~substantially~~working ~~greater~~capital ~~resources;~~loans prior to our initial business combination will be made using funds held outside the trust account.

•After ~~inability~~our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to ~~manage~~our ~~rapid~~shareholders, ~~change~~to the extent then known, ~~increasing~~in ~~consumer~~the ~~expectations~~proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and ~~growth;~~director compensation.

•-40- ~~inability to build strong brand identity and improve subscriber or customer satisfaction and loyalty;~~

•Table reliance on proprietary technology to provide services and to manage our operations, and the failure of this technology to operate effectively, or our failure to use such technology effectively;Contents

•We ~~inability~~have entered into a registration rights agreement. The holders of the (i) founder shares, which were issued in a private placement prior to ~~deal~~the closing of our Initial Public Offering, (ii) private placement warrants, which were issued in a private placement simultaneously with the closing of our ~~subscribers’~~Initial orPublic ~~customers’~~Offering ~~privacy~~and ~~concerns;~~the Class A ordinary shares underlying such private placement warrants and (iii) private placement warrants that may be issued upon conversion of working capital loans will have registration rights to require us to register a sale of any of our securities held by them pursuant to a registration rights agreement signed prior to the effective date of our Initial Public Offering. Pursuant to the registration rights agreement and assuming the $1.5 million of working capital loans are converted into private placement warrants, we will be obligated to register up to 14,708,333 Class A ordinary shares and 6,083,333 warrants. The number of Class A ordinary shares includes (i) 8,625,000 Class A ordinary shares to be issued upon conversion of the founder shares, (ii) 5,083,333 Class A ordinary shares underlying the private placement warrants and (iii) 1,000,000 Class A ordinary shares underlying the private placement warrants issued upon conversion of working capital loans. The number of warrants includes 5,083,333 private placement warrants and up to 1,000,000 private placement warrants issuable upon conversion of working capital loans. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

•Related ~~inability~~Party toTransactions ~~attract~~Policy ~~and retain subscribers or customers;~~

•The ~~inability~~audit committee of our board of directors has adopted a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which the company was or is to ~~license~~be a participant; (ii) the amount of which exceeds (or ~~enforce~~is ~~intellectual~~reasonably ~~property~~expected ~~rights~~to onexceed) the lesser of $120,000 or 1% of the average of the company’s total assets at year end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material interest. “Related parties” under this policy will include: (i) our ~~business~~directors, ~~may~~nominees ~~depend~~for director or officers; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its shareholders and (v) the effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy does not permit any director or officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party.

•ITEM ~~any~~14. ~~significant~~PRINCIPAL ~~disruption~~ACCOUNTING inFEES ~~our~~AND ~~computer systems or those of third parties that we would utilize in our operations;~~SERVICES.

•The ~~inability~~following byis ~~us, or~~ a ~~refusal~~summary byof ~~third~~fees ~~parties,~~paid or to ~~license~~be ~~content~~paid to usMarcum ~~upon~~LLP, ~~acceptable~~or ~~terms;~~Marcum, for services rendered.

Audit Fees. During the year ended December 31, 2022 and for the period from February 8, 2021 (inception) through December 31, 2021, fees for our independent registered public accounting firm were approximately $89,792 and $160,576 for the services Marcum LLP performed in connection with our Initial Public Offering, Forms 10-38Q for the respective period and the audit of our December 31, 2022 and 2021 financial statements included in this Annual Report on Form 10-K and for the Form 10-K for 2021 filed on March 30, 2022.

~~Table~~Audit-Related Fees. During the year ended December 31, 2022 and for the period from February 8, 2021 (inception) through December 31, 2021, our independent registered public accounting firm did not render assurance and related services related to the performance of ~~Contents~~the audit or review of financial statements.

•-41- ~~potential liability for negligence, copyright or trademark infringement or other claims based on the nature and content of materials that we may distribute;~~

•Table competitionof for advertising revenue;Contents

•Tax ~~competition~~Fees. ~~for~~During the ~~leisure~~year ~~and~~ended ~~entertainment~~December 31, ~~time~~2022 and ~~discretionary~~for ~~spending~~the ofperiod ~~subscribers~~from orFebruary 8, ~~customers~~2021 (inception) through December 31, ~~which~~2021, ~~may~~our ~~intensify~~independent inregistered ~~part~~public ~~due~~accounting tofirm ~~advances~~did innot ~~technology~~render ~~and~~services ~~changes~~to inus ~~consumer~~for ~~expectations~~tax compliance, tax advice and ~~behavior;~~tax planning.

•All ~~disruption~~Other orFees. ~~failure~~During ofthe ~~our~~year ~~networks~~ended December 31, ~~systems~~2022 orand ~~technology~~for asthe aperiod ~~result~~from ofFebruary 8, ~~computer~~2021 ~~viruses~~(inception) through December 31, ~~“cyberattacks~~2021,” ~~misappropriation~~there ofwere ~~data~~no orfees ~~other~~billed ~~malfeasance,~~for asproducts ~~well~~and asservices ~~outages,~~provided ~~natural~~by ~~disasters,~~our ~~terrorist~~independent ~~attacks,~~registered ~~accidental~~public ~~releases~~accounting offirm ~~information~~other orthan ~~similar~~those ~~events;~~set forth above.

•Pre-Approval ~~inability~~Policy ~~to obtain necessary hardware, software and operational support; and~~

•Our ~~reliance~~audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on ~~third~~a going-~~party~~forward ~~vendors~~basis, orthe ~~service~~audit ~~providers~~committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

~~Any~~-42- ~~of the foregoing could have an adverse impact on our business, financial condition and results of operations following a business combination.~~

WeTable may seek business combination opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings. Contents

ToPART ~~the~~IV extent we complete our initial business combination with an early stage company, a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our directors and officers will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

WeITEM ~~do not have a specified maximum redemption threshold~~15. ~~The~~EXHIBITS ~~absence~~AND ofFINANCIAL ~~such~~STATEMENT ~~a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our shareholders do not agree~~SCHEDULES.

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 (ia) ~~cash~~ ~~consideration~~The tofollowing bedocuments 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. As a result, we may be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are ~~validly~~filed ~~submitted~~as ~~for~~part ~~redemption plus any amount required to satisfy cash conditions pursuant to the terms~~ of ~~the~~this ~~proposed~~Form business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. 10-K:

~~-39-~~(1) Financial Statements:

Table of Contents


Report of Independent Registered Public Accounting Firm			F-2
Balance Sheets			F-3
Statements of Operations			F-4
Statements of Changes in Shareholders’ Deficit			F-5
Statements of Cash Flows			F-6
Notes to Financial Statements			F-7

In(2) ~~order~~Financial toStatement effectuate an initial business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination and that our shareholders may not support. Schedules:

~~two-thirds~~None

~~pre-initial~~(3) Exhibits

~~two-thirds~~We hereby file as part of this Annual Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.

We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.


Exhibit number		Description of exhibit

1.1		Underwriting Agreement, dated April 7, 2021, by and between the Company and Deutsche Bank Securities Inc., as representative of the underwriters (1)

3.1		Amended and Restated Memorandum and Articles of Association (1)

4.1		Warrant Agreement, dated April 7, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (1)

4.2		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the amendment to the Company’s Form S-1, filed on March 25, 2021 (File No. 333-253369))

4.3		Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the amendment to the Company’s Form S-1, filed on March 25, 2021 (File No. 333-253369))

4.4		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the amendment to the Company’s Form S-1, filed on March 25, 2021 (File No. 333-253369))

4.5*		Description of Registrant’s Securities

10.1		Letter Agreement, dated April 7, 2021, by and among the Company, its executive officers, its directors, its advisors and Tio Tech SPAC Holdings GmbH (1)

10.2		Investment Management Trust Agreement, dated April 7, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (1)

10.3		Registration Rights Agreement, dated April 7, 2021, by and between the Company, Tio Tech SPAC Holdings GmbH and the Holders signatory thereto (1)

We have not selected any specific business combination target but intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of our Initial Public Offering and the sale of the private placement warrants. 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 redemption by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. Further, we may be required to obtain additional financing in connection with the closing of our initial business combination for general corporate purposes, including for maintenance or expansion of operations of the post-~~transaction~~43- businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, or to fund the purchase of other companies. If we do not complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination.

BecauseTable weof must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses. Contents

The federal proxy rules require that the proxy statement with respect to the vote on an initial business combination include historical and pro forma financial statement disclosure. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America (“GAAP”) or international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”) depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.


Exhibit number		Description of exhibit

10.4		Private Placement Warrants Purchase Agreement, dated April 7, 2021, by and between the Company and Tio Tech SPAC Holdings GmbH (1)

10.5		Form of Indemnity Agreement (incorporated by reference to Exhibit 10.5 to the amendment to the Company’s Form S-1, filed on March 25, 2021 (File No. 333-253369))

10.6		Services Agreement, dated April 7, 2021, by and between the Company and Tio Tech SPAC Holdings GmbH (1)

10.9		Promissory Note, dated February 9, 2021, issued by the Company to Tio Tech SPAC Holdings GmbH (incorporated by reference to Exhibit 10.6 to the amendment to the Company’s Form S-1, filed on March 25, 2021 (File No. 333-253369))

31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		Inline XBRL Instance Document.

101.SCH*		Inline XBRL Taxonomy Extension Schema.

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase.

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase.

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase.

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase.

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

~~-40-~~* Filed herewith.

~~Table~~** ofFurnished ~~Contents~~herewith

We(1) ~~are~~Previously anfiled ~~emerging~~as ~~growth~~an ~~company~~exhibit ~~and~~to aour ~~smaller~~Current ~~reporting~~Report ~~company~~on ~~within~~Form ~~the~~8-K ~~meaning~~filed ofon ~~the~~April ~~Securities Act~~12, ~~and~~2021 if(File weNo. ~~take~~001-40317) ~~advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors~~ and ~~may~~incorporated ~~make~~by itreference ~~more difficult to compare our performance with other public companies~~herein.

~~non~~ITEM 16. FORM 10-~~affiliates~~K SUMMARY.

~~non-emerging~~None.

~~Regulation S~~-K.44-

non-affiliatesTable of Contents

~~non-affiliates~~SIGNATURES

~~Compliance~~Pursuant ~~obligations~~to ~~under~~ the ~~Sarbanes-Oxley~~requirements ~~Act~~of ~~may~~Section 13 ~~make~~or it15(d) ~~more~~of ~~difficult~~the ~~for~~Securities usExchange toAct ~~effectuate~~of ~~our~~1934, ~~initial~~the ~~business~~registrant ~~combination,~~has ~~require~~duly ~~substantial~~caused ~~financial~~this ~~and~~Annual ~~management~~Report ~~resources,~~to ~~and~~be ~~increase~~signed ~~the~~on ~~time~~its ~~and~~behalf ~~costs~~by ofthe ~~completing~~undersigned, anthereunto ~~initial~~duly ~~business combination~~authorized.

Form 10-K


		TIO TECH A
		(Registrant)

Date: April 18, 2023	By:	/s/ Roman Kirsch
		Roman Kirsch
		Chief Executive Officer (Principal Executive Officer)

~~-41-~~Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

Table of Contents


Name	Position	Date

/s/ Dominik Richter	Chairman, Director	April 18, 2023
Dominik Richter

/s/ Roman Kirsch	Chief Executive Officer and Director	April 18, 2023
Roman Kirsch	(Principal Executive Officer, Director)

/s/ Jeronimo Folgueira	Director	April 18, 2023
Jeronimo Folgueira

/s/ Manuel Stotz	Director	April 18, 2023
Manuel Stotz

/s/ Jonathan Teklu	Director	April 18, 2023
Jonathan Teklu

/s/ Spyro Korsanos	Chief Financial Officer	April 18, 2023
Spyro Korsanos

BecauseTable we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited. Contents

~~Our~~TIO ~~corporate~~TECH ~~affairs~~A will be governed by our amended and restated memorandum and articles of association, the Companies Act and the common law of the Cayman Islands. We will also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders’ derivative action in a Federal court of the United States.

WeINDEX ~~have~~TO ~~been~~FINANCIAL ~~advised~~STATEMENTS by Maples and Calder (Cayman) LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.


		Page
Report of Independent Registered Public Accounting Firm Marcum LLP: PCAOB ID# 688		F-2
Balance Sheets		F-3
Statements of Operations		F-4
Statements of Changes in Shareholders’ Deficit		F-5
Statements of Cash Flows		F-6
Notes to Financial Statements		F-7 – F-18

~~Provisions~~Table ~~in our amended and restated memorandum and articles~~ of ~~association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.~~ Contents

~~Our~~REPORT ~~amended~~OF ~~and~~INDEPENDENT ~~restated~~REGISTERED ~~memorandum~~PUBLIC ~~and~~ACCOUNTING ~~articles~~FIRM of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preference shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

~~-42-~~To the Shareholders and Board of Directors of

~~Table~~Tio ofTech ~~Contents~~A

~~Cyber~~Opinion ~~incidents~~on orthe ~~attacks~~Financial ~~directed~~Statements ~~at us could result in information theft, data corruption, operational disruption and/or financial loss.~~

We ~~depend~~have onaudited ~~digital~~the ~~technologies,~~accompanying ~~including~~balance ~~information~~sheets ~~systems,~~of ~~infrastructure~~Tio ~~and~~Tech ~~cloud~~A ~~applications~~(the ~~and~~“Company”) ~~services,~~as ~~including those~~ of ~~third~~December 31, ~~parties~~2022 ~~with~~and ~~which~~2021, wethe ~~may~~related ~~deal.~~statements ~~Sophisticated~~of ~~and deliberate attacks on~~operations, orchanges ~~security breaches~~ in, ~~our~~shareholders’ ~~systems~~deficit orand ~~infrastructure,~~cash orflows for the ~~systems~~year orended ~~infrastructure~~December 31, of2022 ~~third~~and ~~parties~~for or the ~~cloud~~period from February 8, ~~could~~2021 ~~lead~~(inception) tothrough ~~corruption~~December 31, or2021, ~~misappropriation~~and ofthe ~~our~~related ~~assets,~~notes ~~proprietary~~(collectively ~~information~~referred ~~and~~to ~~sensitive~~as orthe ~~confidential~~“financial ~~data~~statements”). AsIn anour ~~early~~opinion, ~~stage~~the ~~company~~financial ~~without~~statements ~~significant~~present ~~investments~~fairly, in ~~data~~all ~~security~~material ~~protection~~respects, wethe ~~may~~financial ~~not~~position beof ~~sufficiently~~the ~~protected~~Company ~~against~~as ~~such~~of ~~occurrences.~~December 31, We2022 ~~may~~and ~~not~~2021, ~~have~~and ~~sufficient~~the ~~resources~~results toof ~~adequately~~its ~~protect~~operations ~~against,~~and orits tocash ~~investigate~~flows ~~and~~for ~~remediate~~the ~~any~~year ~~vulnerability~~ended toDecember 31, ~~cyber~~2022 ~~incidents.~~and Itfor isthe ~~possible~~period ~~that~~from ~~any of these occurrences~~February 8, or2021 a(inception) ~~combination~~through ofDecember 31, ~~them~~2021, ~~could~~in ~~have~~conformity ~~adverse~~with ~~consequences~~accounting onprinciples ~~our~~generally ~~business~~accepted ~~and~~in ~~lead~~the toUnited ~~financial~~States ~~loss~~of America.

AsExplanatory ~~the~~Paragraph ~~number~~- ofGoing ~~special~~Concern purpose acquisition companies evaluating targets increases, attractive targets may become more scarce and there may be increased competition for attractive targets. This could increase the cost of our initial business combination and it could even result in our inability to find a target or to consummate an initial business combination.

InThe ~~recent~~accompanying ~~years,~~financial ~~the~~statements ~~number~~have ofbeen ~~special~~prepared ~~purpose~~assuming ~~acquisition~~that ~~companies~~the ~~that~~Company ~~have~~will ~~been~~continue ~~formed~~as ~~has~~a ~~increased~~going ~~substantially~~concern. ~~Many~~As ~~potential~~more ~~targets~~fully ~~for~~described ~~special~~in ~~purpose~~Note ~~acquisition~~1, ~~companies~~the ~~have~~Company’s ~~already~~business ~~entered~~plan ~~into~~is andependent ~~initial~~on the completion of a business combination, and ~~there~~the Company’s cash and working capital as of December 31, 2022, are ~~still~~not ~~many~~sufficient ~~special~~to ~~purpose~~complete ~~acquisition~~its ~~companies~~planned ~~preparing~~activities. ~~for~~These anconditions ~~initial~~raise ~~public~~substantial ~~offering,~~doubt asabout ~~well~~the Company’s ability to continue as ~~many~~a ~~such~~going ~~companies~~concern. ~~currently~~Management’s plans in ~~registration~~regard to these matters are also described in Note 1. AsThe afinancial ~~result,~~statements atdo ~~times,~~not ~~fewer~~include ~~attractive~~any ~~targets~~adjustments ~~may~~that bemight ~~available~~result tofrom ~~consummate~~the anoutcome ~~initial~~of ~~business~~this ~~combination~~uncertainty.

InBasis ~~addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition~~ for ~~available~~Opinion targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial terms. As mentioned throughout this section, attractive deals could also become more scarce for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination. Together, this could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination, and may result in our inability to consummate an initial business combination on terms favorable to our investors altogether.

WeThese ~~may~~financial ~~engage~~statements are the ~~underwriter~~responsibility ~~or one~~ of ~~its~~the ~~affiliates~~Company’s tomanagement. ~~provide~~Our ~~additional~~responsibility ~~services~~is to usexpress ~~after~~an ~~our~~opinion ~~Initial~~on ~~Public~~the ~~Offering,~~Company’s ~~which may include acting as~~ financial ~~advisor~~statements inbased ~~connection~~on ~~with~~our anaudits. ~~initial~~We ~~business~~are ~~combination~~a orpublic asaccounting ~~placement~~firm ~~agent~~registered ~~in connection~~ with athe ~~related~~Public ~~financing~~Company ~~transaction.~~Accounting ~~The~~Oversight ~~underwriter~~Board is(United ~~entitled~~States) to(the ~~receive~~“PCAOB”) ~~deferred~~and ~~commissions~~are ~~that~~required ~~will~~to be ~~released~~independent ~~from~~with ~~the~~respect ~~trust~~to ~~only~~the onCompany ain ~~completion~~accordance ofwith anthe ~~initial business combination~~U.S. ~~These~~federal ~~financial~~securities ~~incentives~~laws ~~may~~and ~~cause~~ the ~~underwriter~~applicable torules ~~have~~and ~~potential~~regulations ~~conflicts~~ of ~~interest in rendering any such additional services to us after our Initial Public Offering, including, for example, in connection with~~ the ~~sourcing~~Securities and ~~consummation~~Exchange ofCommission anand ~~initial~~the ~~business combination~~PCAOB.

We ~~may~~conducted ~~engage the underwriter or one of its affiliates to provide additional services to us after~~ our ~~Initial~~audits ~~Public~~in ~~Offering,~~accordance ~~including,~~with ~~for~~the ~~example,~~standards ~~identifying~~of ~~potential~~the ~~targets,~~PCAOB. ~~providing~~Those ~~financial~~standards ~~advisory~~require ~~services,~~that ~~acting~~we asplan aand ~~placement~~perform ~~agent in a private offering or arranging debt financing. We may pay~~ the ~~underwriter~~audits orto ~~its~~obtain ~~affiliates fair and~~ reasonable ~~fees~~assurance orabout ~~other~~whether ~~compensation~~the ~~that~~financial ~~would~~statements beare ~~determined~~free atof ~~that~~material ~~time~~misstatement, inwhether andue ~~arm’s~~to ~~length~~error ~~negotiation~~or fraud. The ~~underwriter~~Company is ~~also~~not ~~entitled~~required to ~~receive~~have, ~~deferred~~nor ~~commissions~~were ~~that~~we ~~are~~engaged ~~conditioned~~to onperform, ~~the~~an ~~completion~~audit of anits ~~initial~~internal ~~business~~control ~~combination.~~over ~~The~~financial ~~fact~~reporting. ~~that~~As ~~the~~part ~~underwriter~~of orour ~~its~~audits, ~~affiliates’~~we ~~financial interests~~ are ~~tied~~required to ~~the~~obtain ~~consummation~~an understanding of ainternal ~~business~~control ~~combination~~over ~~transaction~~financial ~~may~~reporting ~~give~~but ~~rise~~not tofor ~~potential~~the ~~conflicts~~purpose of ~~interest~~expressing inan ~~providing~~opinion ~~any~~on ~~such~~the ~~additional~~effectiveness ~~services to us, including potential conflicts~~ of ~~interest~~the inCompany’s ~~connection~~internal ~~with~~control ~~the~~over ~~sourcing~~financial ~~and~~reporting. ~~consummation~~Accordingly, ofwe anexpress ~~initial~~no ~~business~~such ~~combination~~opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall

~~-43-~~presentation

of the financial statements. We believe

~~Table of Contents~~that

our audits provide a reasonable basis for our opinion.

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. S

/ Marcum LLP

~~8-K~~Marcum LLP

We have served as the Company’s auditor since 2021

~~8-K~~.

~~10-Q~~Costa Mesa, CA

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to take steps to remediate the material weakness. If we identify any new material weaknesses in the futureApril 18, ~~any~~2023 such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and the price of our securities may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

~~Our~~F-2 warrants are now accounted for as derivative liabilities and are recorded at fair value with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our ordinary shares or may make it more difficult for us to consummate an initial Business Combination.

~~re-evaluated~~Table of Contents

~~non-cash~~TIO TECH A

~~-44-~~BALANCE SHEETS

Table of Contents


	December 31, 2022			December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	5,715		$	763,789
Accounts receivable		35,208			—
Prepaid expenses		62,223			250,593

Total Current Assets		103,146			1,014,382
Prepaid expenses – non-current		—			62,223
Investments held in Trust Account		348,879,213			345,017,891

TOTAL ASSETS	$	348,982,359		$	346,094,496

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	1,253,080		$	315,731
Due to related party		90,000			156,479
Income Tax Payable		916,249			—

Total Current Liabilities		2,259,329			472,210
Warrant liabilities		410,510			15,080,809
Deferred Underwriters’ discount		9,450,000			9,450,000

Total Liabilities		12,119,839			25,003,019

Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 34,500,000 shares, at December 31, 2022 and 2021, respectively		347,962,964			345,000,000
Shareholders’ Deficit
Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding at December 31, 2022 and 2021		—			—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 0 shares issued and outstanding (excluding 34,500,000 shares subject to possible redemption)		—			—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding, at December 31, 2022 and 2021		863			863
Additional paid-in capital		—			—
Accumulated deficit		(11,101,307	)		(23,909,386	)

Total Shareholders’ Deficit		(11,100,444	)		(23,908,523	)

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	348,982,359		$	346,094,496

~~Risks~~The ~~Relating~~accompanying tonotes ~~our~~are ~~Sponsor~~an ~~and~~integral ~~Management~~part ~~Team~~of the financial statements.

~~Past~~F-3 performance by our management team and their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the Company.

~~Information~~Table regarding our management team and their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, is presented for informational purposes only. Any past experience and performance by our management team and their affiliates and the businesses with which they have been associated, is not a guarantee that we will be able to successfully identify a suitable candidate for our initial business combination, that we will be able to provide positive returns to our shareholders, or of any results with respect to any initial business combination we may consummate. You should not rely on the historical experiences of our management team and their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, as indicative of the future performance of an investment in us or as indicative of every prior investment by each of the members of our management team or their affiliates. The market price of our securities may be influenced by numerous factors, many of which are beyond our control, and our shareholders may experience losses on their investment in our securities. Contents

~~Involvement~~TIO ofTECH ~~members~~A of our management, our advisors and companies with which they are affiliated in civil disputes and litigation, governmental investigations or negative publicity unrelated to our business affairs could materially impact our ability to consummate an initial business combination.

~~Members~~STATEMENTS ofOF ~~our~~OPERATIONS management team, our advisors and companies with which they are affiliated, including HelloFresh, have been, and in the future will continue to be, involved in a wide variety of business affairs, including transactions, such as sales and purchases of businesses, and ongoing operations. As a result of such involvement, members of our management, our advisors and companies with which they are affiliated in have been or may in the future be, involved in civil disputes, litigation, governmental investigations and negative publicity relating to their business affairs. Any such claims, investigations, lawsuits or negative publicity may be detrimental to our reputation and could negatively affect our ability to identify and complete an initial business combination in a material manner and may have an adverse effect on the price of our securities.

We may seek business combination opportunities in industries or sectors that may be outside of our management’s areas of expertise.


	Year Ended December 31,		For the Period from February 8, 2021 (Inception) through December 31,
	2022		2021
Formation and operating costs	$	1,845,036	$	1,112,262

Loss from operations		(1,845,036)		(1,112,262	)
Other income:
Income on marketable securities held in trust		3,861,322		17,891
Change in fair value of warrant liabilities		14,670,299		9,066,277
Bank Interest Income		707		—
Offering cost allocated to warrants		—		(749,481	)

Total other income, net		18,532,328		8,334,687
Net income before provision for income taxes		16,687,292		—
Provision for income taxes		916,249		—

Net income	$	15,771,043	$	7,222,425

Weighted average shares outstanding of Class A ordinary shares subject to possible redemption outstanding, basic and diluted		34,500,000		34,448,864

Basic and diluted net income per ordinary share subject to possible redemption	$	0.37	$	0.17

Weighted average non-redeemable Class A and Class B ordinary shares outstanding		8,625,000		8,403,462

Basic and diluted net income per non-redeemable share	$	0.37	$	0.17

WeThe ~~will~~accompanying ~~consider~~notes aare ~~business combination outside of our management’s areas of expertise if a business combination candidate is presented to us and we determine that such candidate offers~~ an ~~attractive~~integral ~~business~~part combination opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all of the ~~significant~~financial ~~risk factors~~statements. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in our Initial Public Offering than a direct investment, if an opportunity were available, in a business combination candidate. In the event that we elect to pursue a business combination outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation. As a result, our management may not be able to ascertain or assess adequately all of the relevant risk factors. Accordingly, any shareholders who choose to remain shareholders following our initial business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value.

WeF-4 ~~are dependent upon our officers and directors and their loss could adversely affect our ability to operate.~~

~~key-man~~Table of Contents

~~-45-~~TIO TECH A

~~Table~~STATEMENTS ofOF ~~Contents~~CHANGES IN SHAREHOLDERS’ DEFICIT

~~Our~~FOR ~~ability~~THE toYEAR ~~successfully~~ENDED ~~effect~~DECEMBER 31, ~~our~~2022 ~~initial~~AND ~~business~~FOR ~~combination~~THE ~~and~~PERIOD toFEBRUARY 8, be2021 ~~successful~~(INCEPTION) ~~thereafter~~THROUGH ~~will be dependent upon the efforts of our key personnel~~DECEMBER 31, ~~some~~2021 ~~of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.~~

Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. However, the role of our key personnel in the target business cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.


	Ordinary Shares								Additional						Total
	Class A				Class B				Paid-In			Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance as of February 8, 2021 (Inception)		—	$	—		—	$	—	$	—		$	—		$	—
Issuance of Founder shares on February 10, 2021		—		—		8,625,000		863		24,137			—			25,000
Excess cash received on sale of 5,083,333 Private Placement Warrants on April 12, 2021		—		—		—		—		41,602			—			41,602
Class A ordinary shares subject to possible redemption		—		—		—		—		(65,739	)		(31,131,811	)		(31,197,550	)
Net income		—		—		—		—		—			7,222,425			7,222,425

Balance as of December 31, 2021		—		—		8,625,000		863		—			(23,909,386	)		(23,908,523	)
Accretion of Class A shares to redemption value		—		—		—		—		—			(2,962,964	)		(2,962,964	)
Net income		—		—		—		—		—			15,771,043			15,771,043

Balance as of December 31, 2022		—	$	—		8,625,000	$	863	$	—		$	(11,101,307	)	$	(11,100,444	)

~~Our~~The ~~key~~accompanying ~~personnel~~notes ~~may~~are ~~negotiate~~an ~~employment~~integral orpart ~~consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation~~ of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the ~~most~~financial ~~advantageous~~statements.

~~Our~~F-5 key personnel may be able to remain with our company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination. Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. Members of our management team, our independent directors and our advisors directly or indirectly own founder shares and/or private placement warrants. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business, subject to their fiduciary duties under Cayman Islands law.

~~The~~Table ~~officers and directors~~ of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business. Contents

~~The~~TIO ~~role~~TECH ofA an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place, which could negatively impact the operations and profitability of our post-combination business.

WeSTATEMENTS ~~may~~OF ~~have~~CASH aFLOWS limited ability to assess the management of a prospective target business and, as a result, may affect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.

When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target business’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.


	For the Year Ended December 31,			For the Period from February 8, 2021 (Inception) Through December 31,
	2022			2021
Cash flows from operating activities:
Net income	$	15,771,043		$	7,222,425
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on cash and Investments held in Trust Account		(3,861,322	)		(17,891	)
Offering costs allocated to warrants		—			749,481
Change in fair value of warrant liabilities		(14,670,299	)		(9,066,277	)
Changes in operating assets and liabilities:
Accounts receivable		(35,208	)		—
Prepaid assets		250,593			(312,816	)
Accounts payable and accrued expenses		937,349			315,731
Income tax payable		916,249			—
Due to related party		(66,479	)		156,479

Net cash used in operating activities		(758,074	)		(952,868	)

Cash Flows from Investing Activities:
Investment held in Trust Account		—			(345,000,000	)

Net cash used in investing activities		—			(345,000,000	)

Cash flows from financing activities:
Proceeds from initial public offering, net of underwriters’ discount		—			339,600,000
Proceeds from issuance of Private Placement Warrants		—			7,625,000
Proceeds from related party		—			174,890
Repayment of promissory note—related party		—			(149,890	)
Payments of offering costs		—			(533,343	)

Net cash provided by financing activities		—			346,716,657

Net change in cash		(758,074	)		763,789
Cash, beginning of the period		763,789			—

Cash, end of the period	$	5,715		$	763,789

Supplemental disclosure of noncash investing and financing activities
Initial classification of warrant liabilities	$	—		$	24,147,086

Initial classification of Class A ordinary shares subject to possible redemption	$	—		$	345,000,000

Accretion of Class A ordinary shares to redemption value	$	2,962,964		$	31,197,550

Deferred underwriting commissions charged to additional paid in capital	$	—		$	9,450,000

~~-46-~~The accompanying notes are an integral part of the financial statements.

~~Table~~F-6 ~~of Contents~~

~~Our~~Table ~~officers and directors will allocate their time to other businesses thereby causing conflicts~~ of ~~interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.~~ Contents

~~Our~~TIO ~~officers~~TECH ~~and~~A directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.

~~Our~~NOTES ~~officers~~TO ~~and~~FINANCIAL ~~directors~~STATEMENTS 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.

WeDECEMBER ~~are~~31, ~~and~~2022 until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity, including HelloFresh and its affiliates, prior to its presentation to us, 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.

InNOTE ~~addition~~1—ORGANIZATION toAND ~~the~~BUSINESS ~~above,~~OPERATIONS 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.

~~non-compete~~Tio Tech A (the “Company”) was incorporated in the Cayman Islands on February 8, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2022, the Company had not commenced any operations. All activity through December 31, 2022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and activities related to the search for a target for the Business Combination. The Company believes it will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate

non-~~competition~~operating

income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering and will recognize other income and expense related to the change in fair value of warrant liabilities.

The registration statement for the Company’s Initial Public Offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on April 7, 2021. On April 12, 2021, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units”). The Company granted Deutsche Bank Securities Inc., the underwriter in the Initial Public Offering (the “Underwriter”), a

~~non~~45-~~compete.~~day

option to purchase up to 4,500,000 additional Units to cover over-allotments, if any. On April 15, 2021, the Underwriter exercised its over-allotment option in full and purchased an additional 4,500,000 Units, which purchase settled on April 16, 2021, at $10.00 per Unit, generating aggregate gross proceeds of $345,000,000, which is discussed in Note 4. Each Unit consists of one Class A ordinary share and

~~non~~one-~~competition~~third

of a redeemable warrant (the “Public Warrants”). Each whole Public Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share.

~~Our~~Simultaneously ~~officers~~with the closing of the Initial Public Offering, ~~directors~~the Company consummated the sale of an aggregate of 5,083,333 ~~security~~warrants ~~holders~~(the ~~and~~“Private ~~their~~Placement ~~respective~~Warrants”), ~~affiliates~~at ~~may~~a ~~have~~price ~~competitive~~of ~~pecuniary~~$1.50 ~~interests~~per ~~that~~Private ~~conflict~~Placement ~~with~~Warrant, ~~our~~in ~~interests~~a private placement to Tio Tech SPAC Holdings GmbH, a German limited liability company (the “Sponsor”), generating gross proceeds of $7,625,000, which is discussed in Note 5.

WeTransaction ~~have~~costs ~~not~~of ~~adopted~~the aInitial ~~policy~~Public ~~that~~Offering ~~expressly~~amounted ~~prohibits~~to ~~our directors~~$15, ~~officers~~383,343 ~~security~~consisting ~~holders~~of or$5,400,000 ~~affiliates~~of ~~from~~underwriting ~~having~~discount, a$9,450,000 ~~direct or indirect personal or financial interest in any investment to be acquired or disposed~~ of bydeferred usunderwriting ordiscount, inand ~~any transaction to which we are a party or have an interest. In fact~~$533,343 weof ~~may~~other ~~enter~~offering ~~into a business combination with a target business that is affiliated with our sponsor~~costs, ~~our directors or officers. We do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities~~ of ~~the~~which ~~types conducted by us. Accordingly~~$749,481 ~~such~~were ~~persons~~allocated orto ~~entities~~warrants ~~may~~and ~~have~~charged ato ~~conflict between their interests and ours~~expense.

Following consummation of the Initial Public Offering on April 12, 2021 and the settlement of the full exercise of the over-allotment on April 16, 2021, an aggregate of $345,000,000 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants were placed in a trust account (the “Trust Account”) and invested in United States “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule

2a-~~47-~~ 7

promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations, until the earlier of (i) the completion of the Company’s initial Business Combination and (ii) the distribution of the Trust Account as described below.

~~Table~~The Company’s management has broad discretion with respect to the specific application of ~~Contents~~the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a 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 1940.

~~Members~~The ofCompany ~~our~~will management team, our independent directors and our advisors directly or indirectly own founder shares and/or private placement warrants. In addition, certain of our management team, our independent directors, our advisors and/or their respective affiliated entities may provide ~~financing~~holders ~~to us in connection with our initial business combination. In addition, our sponsor~~ (orthe ~~certain~~“Public Shareholders”) of its ~~shareholders)~~Class A ~~will~~ordinary ~~pay~~shares asold ~~fee of $1,500,000~~ in the ~~event~~Initial ofPublic aOffering ~~successful business combination, less~~ (i) the ~~amounts~~“Public ~~previously paid to our affiliate investment advisor and (ii~~Shares”), inwith the ~~event~~opportunity ~~the~~to ~~initial~~redeem ~~business~~all ~~combination is not consummated within 12 months following the date of the Initial Public Offering, $40,000 for every month (~~or ~~pro-rata~~a portion ~~thereof) after the 12-month anniversary~~ of ~~the~~their ~~Initial~~ Public ~~Offering.~~Shares ~~Our~~upon ~~chief financial officer is~~ the ~~managing~~completion ~~partner~~ of ~~our affiliate investment advisor. As~~ a ~~result,~~Business ~~the~~Combination ~~personal~~either ~~and financial interests of our sponsor, officers, directors and advisors may influence their motivation~~ (i) in ~~identifying~~connection ~~and~~with ~~selecting~~ a ~~target~~shareholder ~~business~~meeting ~~combination,~~called ~~completing~~to anapprove ~~initial~~the ~~business~~Business ~~combination~~Combination ~~and~~or ~~influencing~~(ii) by ~~the~~means ~~operation~~ of ~~the~~a ~~business~~tender ~~following~~offer. ~~the~~The ~~initial~~decision ~~business~~as ~~combination.~~to ~~Consequently,~~whether ~~our~~the ~~directors’~~Company ~~and~~will ~~officers’~~seek ~~discretion~~shareholder inapproval ~~identifying~~of ~~and selecting~~ a ~~suitable~~Business ~~target~~Combination ~~business~~or ~~may~~conduct ~~result in~~ a ~~conflict~~tender ofoffer ~~interest~~will ~~when~~be ~~determining~~made ~~whether~~by the ~~terms~~Company, ~~conditions~~solely ~~and timing of a particular business combination are appropriate and~~ in ~~our~~its ~~shareholders’ best interest~~discretion. IfThe ~~this~~Public ~~were~~Shareholders ~~the~~will ~~case, it would~~ be aentitled ~~breach~~to ofredeem their ~~fiduciary~~Public ~~duties~~Shares tofor usa aspro arata ~~matter~~portion of ~~Cayman~~the ~~Islands~~amount ~~law~~then ~~and~~in wethe orTrust ~~our~~Account ~~shareholders~~(initially ~~might~~anticipated ~~have~~to abe ~~claim against such individuals for infringing on our shareholders’ rights~~$10.00 ~~However,~~per wePublic ~~might not ultimately be successful in any claim we may make against them for such reason~~Share).

The

We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing holders which may raise potential conflicts of interest. per-share

amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the Underwriter. These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

InF-7 light of the involvement of our sponsor, officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, officers, directors or existing holders. Our directors also serve as officers and board members for other entities, including HelloFresh. Such entities may compete with us for business combination opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination and such transaction was approved by a majority of our independent and disinterested directors. We are not required to obtain an opinion from an independent investment banking firm or a valuation or appraisal firm regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsor, officers, directors or existing holders unless required by applicable law or based upon the decision of our board of directors or a committee thereof. Even if we do obtain such an opinion, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.

InTable ~~the event we consummate an initial business combination the nominal purchase price paid by our sponsor for the founder shares may further dilute the implied value~~ of your public shares, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline. Contents

~~While~~TIO weTECH ~~are~~A offering our units at an offering price of $10.00 per unit and the amount in our trust account is initially anticipated to be $10.00 per public share, implying an initial value of $10.00 per public share, our sponsor paid only a nominal aggregate purchase price of $25,000 for the founder shares, or approximately $0.003 per share. As a result, the value of your public shares may be further and significantly diluted in the event we consummate an initial business combination. For example, the following table shows the public shareholders’ and the sponsor’s investment per share compared to the implied value of one of our shares upon the consummation of our initial business combination if at that time we were valued at $345,017,891, which represents the amount we had in the trust account as of December 31, 2021. At that valuation, each of our ordinary shares would have an implied value of $8.00 per share, which is a 20.0% decrease as compared to the initial implied value per public share of $10.00.

Public shares		34,500,000
Founder shares		8,625,000
Total shares		43,125,000
Total funds in trust available for initial business combination (1)	$	345,017,891
Implied value per share	$	8.00
Public shareholders’ investment per share (2)	$	10.00
Sponsor’s investment per share (3)	$	0.003

NOTES TO FINANCIAL STATEMENTS

~~(1)~~DECEMBER ~~Funds held in trust account as of December~~ 31, ~~2021.~~2022 Does not take into account other potential impacts on our valuation at the time of the business combination, such as the value of our public and private warrants, the trading price of our public shares, the business combination transaction costs (including payment of $9,450,000 of deferred underwriting commissions), any equity issued or cash paid to the business target’s sellers or other third parties, or the target’s business itself, including its assets, liabilities, management and prospects.

The Company will have only 24 months from April 12, 2021, the closing of the Initial Public Offering, to complete an initial Business Combination (the “Combination Period”). If the Company does not complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a

~~(2) While the public shareholders’ investment is in both the public shares and the public warrants, for purposes of this table no value is ascribed to the public warrants.~~per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.

~~(3)~~The ~~Represents~~Sponsor has agreed to be liable to the ~~per~~Company ~~share~~if ~~price~~and ~~paid~~to the extent any claims by ~~our~~a ~~sponsor~~vendor for services rendered or products sold to the ~~founder~~Company, ~~shares.~~or ~~The~~a ~~sponsor’s~~prospective ~~total~~target ~~investment~~business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in usthe isTrust ~~equal~~Account. This liability will not apply with respect to ~~approximately~~any $7claims by a third party who executed a waiver of any right,~~650~~ title,~~000~~ interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the Underwriter of the Initial Public Offering against certain liabilities, ~~which~~including ~~includes~~liabilities under the ~~payment~~Securities Act of ~~$25~~1933,~~000~~ as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the ~~founder~~possibility ~~shares~~that ~~and~~the Sponsor will have to indemnify the ~~payment~~Trust byAccount ~~our~~due ~~sponsor~~to claims of ~~approximately~~creditors $7by endeavoring to have all vendors,~~625,000~~ service providers (except for the ~~private~~Company’s ~~placement~~independent ~~warrants~~registered accounting firm), prospective target businesses or other entities with which the Company does business execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

The Company anticipates structuring the Business Combination so that the post-48transaction company in which the public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. However, the Company may structure the 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 the Company 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, the Company’s 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 the Company in the Business Combination. For example, the Company could pursue a transaction in which it issues 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, the Company would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, the Company’s shareholders immediately prior to the Business Combination could own less than a majority of the issued and outstanding shares subsequent to the 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.

~~Table~~Risks ofand ~~Contents~~Uncertainties

Management continues to evaluate the impact of the

While the implied value of our public shares may be diluted, the implied value of $8.00 per share would represent a significant implied profit for our sponsor relative to the initial purchase price of the founder shares. Our sponsor has invested an aggregate of approximately $7,650,000 in us in connection with our Initial Public Offering, which includes the payment of $25,000 for the founder shares and the payment by our sponsor of approximately $7,625,000 for the private placement warrants. At $8.00 per share, the 8,625,000 founder shares would have an aggregate implied value of $69,000,000. As a result, even if the trading price of our ordinary shares significantly declines, our sponsor will stand to make significant profit on its investment in us. In addition, our sponsor could potentially recoup its entire investment in us even if the trading price of our ordinary shares is less than $2.00 per share and even if the private placement warrants are worthless. As a result, our sponsor is likely to make a substantial profit on its investment in us even if we select and consummate an initial business combination that causes the trading price of our ordinary shares to decline, while our public shareholders could lose significant value in their public shares. Our sponsor may therefore be economically incentivized to consummate an initial business combination with a riskier, weakerCOVID-~~performing or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares.~~ 19

pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Our~~Inflation ~~letter~~Reduction ~~agreement~~Act ~~with~~Excise ~~our~~Tax ~~sponsor, officers, directors and advisors may be amended without shareholder approval.~~

~~Our~~On ~~letter agreement with our sponsor~~August 16, ~~officers~~2022, ~~directors~~the ~~and~~Inflation ~~advisors~~Reduction ~~and~~Act ~~our~~of ~~agreement~~2022 ~~with~~(the ~~our~~“IR ~~anchor~~Act”) ~~investors~~was ~~contains~~signed ~~provisions~~into ~~relating~~federal tolaw. ~~transfer~~The ~~restrictions~~IR ofAct ~~our~~provides ~~founder~~for, ~~shares~~among ~~and~~other ~~private~~things, ~~placement~~a ~~warrants,~~new ~~indemnification~~U.S. offederal ~~the~~1% ~~trust~~excise ~~account,~~tax ~~waiver~~on ofcertain ~~redemption~~repurchases ~~rights~~of ~~and~~stock ~~participation~~by inpublicly ~~liquidating~~traded ~~distributions~~U.S. ~~from~~domestic ~~the~~corporations ~~trust~~and ~~account~~certain U.S. ~~These~~domestic ~~agreements~~subsidiaries ~~may~~of bepublicly ~~amended~~traded ~~without~~foreign ~~shareholder~~corporations ~~approval~~occurring ~~(although~~on ~~releasing~~or ~~our~~after ~~sponsor~~January 1, ~~officers,~~2023. ~~directors~~The ~~and~~excise ~~advisors~~tax ~~from~~is imposed on the ~~restriction~~repurchasing corporation itself, not toits ~~transfer~~shareholders ~~the~~from ~~founder~~which shares ~~for~~are ~~180~~repurchased. ~~days~~The ~~following~~amount of the ~~date~~excise oftax ~~this~~is ~~prospectus~~generally ~~will~~1% ~~require~~of the ~~prior~~fair ~~written~~market ~~consent~~value of the ~~underwriter).~~shares ~~While~~repurchased weat dothe ~~not~~time ~~expect~~of ~~our~~the ~~board~~repurchase. toHowever, ~~approve~~for ~~any~~purposes ~~amendment~~of tocalculating the ~~letter~~excise ~~agreement~~tax, ~~prior~~repurchasing tocorporations ~~our~~are ~~initial~~permitted ~~business~~to ~~combination,~~net itthe ~~may~~fair bemarket ~~possible~~value ~~that~~of ~~our~~certain ~~board,~~new instock ~~exercising~~issuances ~~its~~against ~~business~~the ~~judgment~~fair ~~and~~market ~~subject~~value toof ~~its~~stock ~~fiduciary~~repurchases ~~duties,~~during ~~chooses~~the tosame ~~approve~~taxable ~~one~~year. orIn ~~more~~addition, ~~amendments~~certain exceptions apply to the ~~letter~~excise ~~agreement~~tax. ~~Any~~The ~~such~~U.S. ~~amendments~~Department toof the ~~letter~~Treasury ~~agreement~~(the ~~would~~“Treasury”) ~~not~~has ~~require~~been ~~approval~~given ~~from~~authority ~~our~~to ~~shareholders~~provide regulations and ~~may~~other ~~have~~guidance anto ~~adverse~~carry ~~effect~~out onand prevent the ~~value~~abuse ofor anavoidance ~~investment~~of inthe ~~our~~excise ~~securities~~tax.

~~Risks~~Any ~~Associated~~redemption or other repurchase that occurs after December 31, 2022 in connection with ~~Acquiring~~a Business Combination, extension vote or otherwise may be subject to the excise tax if, at the time of the redemption, the Company is a U.S. domestic corporation for U.S. tax purposes or if a repurchase is undertaken by a U.S. domestic subsidiary of the Company. Whether and ~~Operating~~to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) whether the Company changes its jurisdiction and becomes a domestic corporation for U.S. tax purposes at the time of the redemption, (ii) the fair market value of the redemptions and repurchases in ~~Foreign~~connection ~~Countries~~with the Business Combination, extension or otherwise, (iii) the structure of a Business Combination, (iv) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (v) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

AF-8 majority of our directors and officers currently live, and following our business combination may live, outside the United States and it is possible that all of our assets will be located outside the United States; therefore, investors may not be able to enforce federal securities laws or their other legal rights.

ATable ~~majority~~ of our directors and officers currently live, and following our business combination may live, outside of the United States and it is possible that all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws. Contents

~~-49-~~TIO TECH A

~~Table~~NOTES ofTO ~~Contents~~FINANCIAL STATEMENTS

IfDECEMBER ~~we effect our initial business combination with a company located outside of the United States~~31, we2022 ~~would be subject to a variety of additional risks that may adversely affect us.~~

IfLiquidity we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and ~~completing~~Capital ~~such~~Resources ~~initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.~~

As of December 31, 2022, the Company had approximately $5,715 in its operating bank account and working capital

Ifdeficit we(excluding ~~pursue~~income ataxes ~~target~~payable) ~~company with operations or opportunities outside~~ of the United States for our initial business combination, we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates. $

1,239,934.

IfGoing weConcern effect our initial business combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting, including, but not limited to, any of the following:

•The ~~costs~~Company anticipates that the $5,715 outside of the Trust Account as of December 31, 2022, might not be sufficient to allow the Company to operate until April 12, 2023, the Combination Period (as defined above), assuming that a business combination is not consummated during that time. Until consummation of its business combination, the Company will be using the funds not held in the Trust Account, and ~~difficulties~~any ~~inherent~~additional Working Capital Loans (as defined in ~~managing~~Note ~~cross-border~~5) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (as described in Note 5), for identifying and evaluating prospective acquisition candidates, performing business ~~operations~~due diligence on prospective target businesses, traveling to and ~~complying~~from ~~with~~the ~~commercial~~offices, plants or similar locations of prospective target businesses, reviewing corporate documents and ~~legal~~material ~~requirements~~agreements of ~~overseas~~prospective ~~markets;~~target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination.

•The ~~rules~~Company can raise additional capital through Working Capital Loans from the initial shareholders, the Company’s officers, directors, or their respective affiliates (as described in Note 5), or through loans from third parties. None of the sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and ~~regulations~~reducing ~~regarding~~overhead ~~currency~~expenses. ~~redemption;~~The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

•The ~~complex~~Company ~~corporate~~had ~~withholding~~until ~~taxes~~April 12, on2023, ~~individuals;~~24 months from the closing of the IPO, to consummate a business combination. We have not been able to consummate a business combination within the Combination Period. Because a business combination has not been consummated within the Combination Period, there will be a mandatory liquidation and subsequent dissolution. Management has determined that mandatory liquidation, and subsequent dissolution, should the Company be unable to complete a business combination, raises substantial doubt about the Company’s ability to continue as a going concern.

•These ~~laws~~conditions ~~governing~~raise substantial doubt about the ~~manner~~Company’s inability ~~which~~to ~~future~~continue ~~business~~as ~~combinations~~a ~~may~~going concern for a reasonable period of time, which is considered to be ~~effected;~~the earlier of the date of the Company’s liquidation or one year from the issuance date of the financial statements.

NOTE 2—

~~• exchange listing and/or delisting requirements;~~SIGNIFICANT

ACCOUNTING POLICIES BASIS OF PRESENTATION

•Basis ~~tariffs~~of ~~and~~Presentation ~~trade barriers;~~

•The ~~regulations~~accompanying ~~related~~financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to ~~customs~~the rules and ~~import/export~~regulations ~~matters;~~of the Securities and Exchange Commission (the “SEC”).

•Emerging ~~local~~Growth orCompany ~~regional economic policies and market conditions;~~

•The ~~unexpected~~Company ~~changes~~is an “emerging growth company,” as defined in ~~regulatory~~Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements; that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

~~• challenges in managing and staffing international operations;~~non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

•F-9 ~~longer payment cycles;~~

•Table ~~tax~~of ~~issues, such as tax law changes and variations in tax laws as compared to the United States;~~Contents

•TIO ~~currency~~TECH ~~fluctuations~~A ~~and exchange controls;~~

•NOTES ~~rates~~TO ofFINANCIAL ~~inflation,~~STATEMENTS ~~price instability and interest rate fluctuations;~~

•DECEMBER ~~liquidity~~31, of2022 ~~domestic capital and lending markets;~~

•Use ~~challenges~~of inEstimates ~~collecting accounts receivable;~~

•The ~~cultural~~preparation of the financial statements in conformity with US GAAP requires management to make estimates and ~~language~~assumptions ~~differences;~~that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates.

•Cash ~~employment~~and ~~regulations;~~Cash Equivalents

•The ~~underdeveloped~~Company orconsiders ~~unpredictable~~all ~~legal~~short-term investments with an original maturity of three months or ~~regulatory~~less ~~systems;~~when purchased to be cash equivalents. As of December 31, 2022 and 2021, the Company had $5,715 and $763,789 in cash, respectively, and no cash equivalents.

•Investments ~~corruption;~~Held in Trust Account

•At ~~protection~~December 31, 2022 and 2021, the assets held in the Trust Account were invested in money market funds and reported at fair value. During the period from February 8, 2021 (inception) through December 31, 2022, the Company did not withdraw any of ~~intellectual~~the ~~property;~~interest income from the Trust Account.

~~-50-~~Concentration of Credit Risk

~~Table~~Financial instruments that potentially subject the Company to concentrations of ~~Contents~~credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of December 31, 2022 and 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

•Offering ~~social~~Costs ~~unrest,~~Associated ~~natural~~with ~~disasters,~~the ~~crime,~~Initial ~~strikes,~~Public ~~riots~~Offering ~~and civil disturbances;~~

The Company complies with the requirements of ASC

~~• epidemics and pandemics;~~340-10-S99-1

and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. The Company allocates the offering costs between ordinary shares and public and private placement warrants using relative fair value method, the offering costs allocated to the public and private placement warrants will be expensed immediately and offering costs associated with equity components will be charged to shareholders’ equity. Accordingly, as of December 31, 2022 and 2021, offering costs in the aggregate of $15,383,343 (consisting of $5,400,000 of underwriting commissions, $9,450,000 of deferred Underwriter’s commission and $533,343 other offering costs) have been incurred, of which $749,481 was allocated to warrants and expensed.

•Class A ~~regime~~Ordinary ~~changes~~Shares ~~and~~Subject ~~political~~to ~~upheaval;~~Possible Redemption

•The ~~Different~~Company ~~reporting~~accounts ~~requirements;~~for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, 34,500,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

•As ~~terrorist~~of ~~attacks~~December 31, 2022 and ~~wars;~~2021, ~~and~~the Class A ordinary shares reflected in the balance sheet is reconciled in the following table:

• deterioration of political relations with the United States.


Gross Proceeds	$	345,000,000
Less:
Proceeds allocated to public warrants		( 16,563,688	)
Issuance costs related to Class A ordinary shares		( 14,633,862	)
Plus:
Remeasurement of carrying value to redemption value		31,197,550

Class A ordinary shares subject to possible redemption, December 31, 2021		345,000,000
Plus:
Remeasurement of carrying value to redemption value		3,879,213

Class A ordinary shares subject to possible redemption, December 31, 2022	$	347,962,964

WeF-10 may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such initial business combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.

IfTable ~~our~~of management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues. Contents

~~Following~~TIO ~~our~~TECH ~~initial~~A business combination, our management may resign from their positions as officers or directors of the company and the management of the target business at the time of the business combination will remain in place. Management of the target business may not be familiar with United States securities laws. If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

~~After~~NOTES ~~our~~TO ~~initial~~FINANCIAL ~~business~~STATEMENTS combination, substantially all of our assets may be located in foreign countries and substantially all of our revenue will be derived from our operations in such countries. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the countries in which we operate.

~~The~~DECEMBER ~~economic~~31, ~~political~~2022 and social conditions, as well as government policies, of the countries in which our operations are located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such countries’ economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business combination, the ability of that target business to become profitable.

~~Exchange~~Income ~~rate~~Taxes ~~fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.~~

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely

~~non-U.S.~~than

not to be sustained upon examination by taxing authorities.

The Company is an exempted Cayman Islands company and due to the location of its management considers

~~-51-~~Germany

and City of Berlin as significant tax jurisdictions. The Company’s tax returns for each of the years ended December 31, 2022 and 2021 remain open and subject to examination. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. For each of the years ended

~~Table of Contents~~December

31, 2022 and 2021 there were no deferred tax assets and no valuation allowances.

~~non-compliance.~~The following is a summary of the Company’s current and deferred tax liability:

We are subject to rules and regulations by various governing bodies, including, for example, the Securities and Exchange Commission, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.


	2022		2021
Current tax	$	916,249		—
Deferred tax		—		—
Total tax liability	$	916,249		—

~~Moreover,~~A ~~because~~reconciliation ~~these~~of ~~laws,~~the ~~regulations~~statutory ~~and~~federal ~~standards~~income ~~are~~tax ~~subject~~rate (benefit) to ~~varying~~the ~~interpretations,~~Company’s ~~their~~effective ~~application~~tax inrate ~~practice~~(benefit) ~~may~~is ~~evolve over time~~ as ~~new~~follows ~~guidance~~for ~~becomes~~the ~~available.~~year ~~This~~ended evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changesDecember 31, we2022: ~~may be subject to penalty and our business may be harmed.~~

Risks Related to Our Securities


	2022			2021
Satutory federal income tax rate (benefit)		0.000	%		0.00	%
German tax rate		5.49	%		0.00	%
Effective tax rate		5.49	%		0.00	%

~~The~~Net ~~market~~Income ~~for~~per ~~our securities may be illiquid, which may adversely affect the price of our securities.~~ Share

The Company applies the

The price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained. two-class

method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class A feature to redeem at fair value means that there is effectively only one class of stock. Changes in fair value are not considered a dividend for the purposes of the numerator in the earnings per share calculation. Net income per ordinary share is computed by dividing the pro rata net income between the Class A ordinary shares and the Class B ordinary shares by the weighted average number of ordinary shares outstanding for each of the periods. The calculation of diluted income per ordinary share does not consider the effect of the warrants and rights issued in connection with the Initial Public Offering since the exercise of the warrants and rights are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Remeasurement of the carrying value of Class A ordinary shares to redemption value is excluded from net income per ordinary share because the redemption value approximates fair value.

Holders of Class A ordinary shares will not be entitled to vote on any appointment of directors we hold prior to our initial business combination.


	For the Year Ended December 31,		For the Period from February 8, 2021 (inception) to December 31,
	2022		2021
Class A ordinary shares subject to possible redemption
Numerator:
Net income allocable to Class A ordinary shares subject to possible redemption	$	12,616,834	$	5,806,087
Denominator:
Weighted Average Redeemable Class A ordinary shares, Basic and Diluted		34,500,000		34,448,864

Basic and Diluted net income per share, Redeemable Class A Ordinary shares	$	0.37	$	0.17

Class A and Class B non-redeemable ordinary shares
Numerator:
Net income allocable to Class B ordinary shares not subject to redemption	$	3,154,209	$	1,416,338
Denominator:
Weighted Average Non-Redeemable Ordinary shares, Basic and Diluted		8,625,000		8,403,462

Basic and diluted net income per share, ordinary shares	$	0.37	$	0.17

~~Prior~~Derivative toFinancial our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to our initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. Accordingly, you may not have any say in the management of our company prior to the consummation of an initial business combination. Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then

~~Our sponsor controls a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.~~ re-valued

at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or

~~two~~non-~~thirds~~current

based on whether or not

net-~~52-~~ cash

settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

~~Table~~F-11 ~~of Contents~~

~~Since~~Table ~~only holders~~ of our founder shares will have the right to vote on the appointment of directors, Nasdaq may consider us to be a “controlled company” within the meaning of Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance requirements. Contents

~~Only~~TIO ~~holders~~TECH ofA our founder shares will have the right to vote on the appointment of directors. As a result, Nasdaq may consider us to be a “controlled company” within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that:

•NOTES weTO ~~have~~FINANCIAL aSTATEMENTS ~~board that includes a majority of “independent directors,” as defined under the rules of Nasdaq;~~

•DECEMBER we31, ~~have~~2022 ~~a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and~~

FASB ASC

• we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.470-20,

Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to fair value of the warrants and then the Class A ordinary shares.

~~phase-in~~Fair Value Measurements

The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and

Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company. non-financial

assets and liabilities that arere-measured and reported at fair value at least annually.

~~Our~~The ~~warrant~~fair ~~agreement~~value ~~provides~~of ~~that,~~the ~~subject~~Company’s tofinancial ~~applicable~~assets ~~law,~~and ~~(i) any~~liabilities ~~action,~~reflects ~~proceeding~~management’s orestimate ~~claim~~of ~~against~~amounts usthat ~~arising~~the ~~out~~Company ofwould orhave ~~relating~~received in ~~any~~connection ~~way~~with tothe sale of the ~~warrant~~assets ~~agreement,~~or ~~including~~paid ~~under~~in connection with the ~~Securities~~transfer ~~Act,~~of ~~will~~the beliabilities ~~brought~~in ~~and~~an ~~enforced~~orderly intransaction ~~the~~between ~~courts~~market ofparticipants at the ~~State~~measurement ofdate. ~~New~~In ~~York~~connection orwith measuring the ~~United~~fair ~~States~~value ~~District~~of ~~Court~~its ~~for~~assets and liabilities, the ~~Southern~~Company ~~District~~seeks ofto ~~New~~maximize ~~York,~~the ~~and~~use of observable inputs (~~ii) that~~market wedata ~~irrevocably~~obtained ~~submit~~

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