Current Report Filing (8-k)
June 04 2021 - 4:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 2, 2021
TIO TECH A
(Exact name
of registrant as specified in its charter)
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Cayman Islands
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001-40317
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N/A
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Unter den Linden 21
10117 Berlin
Germany
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code: +49 30 2092 4040
Not Applicable
(Former
name or former address, if changed since last report)
Securities registered pursuant
to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant
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TIOAU
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The Nasdaq Stock Market LLC
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Class A ordinary shares, par value $0.0001 par value
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TIOA
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The Nasdaq Stock Market LLC
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Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
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TIOAW
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The Nasdaq Stock Market LLC
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing.
Tio Tech A (NASDAQ: TIOA) (the Company) announced today that it received a notice (the Notice) from the Listing
Qualifications Department of The Nasdaq Stock Market LLC (the Nasdaq) indicating that, as a result of not having timely filed its Quarterly Report on Form 10-Q for the quarter ended March 31,
2021 (the Form 10-Q), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all required periodic financial reports with the Securities and Exchange
Commission (the SEC).
The Notice has no immediate impact on the listing of the Companys securities, which will continue to trade on
Nasdaq, subject to the Companys compliance with the other continued listing requirements of Nasdaq. Under the Nasdaq listing rules, the Company has 60 calendar days from the date of the Notice to file the Form
10-Q. If the Company is unable to file the Form 10-Q with the SEC by August 2, 2021, the Company intends to submit a plan to regain compliance with the Nasdaq
listing rules on or prior to that date. If Nasdaq accepts the plan, Nasdaq can grant the Company an exception of up to 180 calendar days from the due date of the Form 10-Q, or until November 22, 2021, to
regain compliance. However, there can be no assurance that Nasdaq will accept the Companys plan to regain compliance or that the Company will be able to regain compliance within any extension period granted by Nasdaq. If the Company fails to
timely regain compliance with Nasdaqs listing rules, the common stock of the Company will be subject to delisting on Nasdaq. The Company plans to file the Form 10-Q as soon as practicably possible.
This report may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this report are forward-looking statements. When used in this report, words such as anticipate,
believe, estimate, expect, intend and similar expressions, as they relate to the Company or its management team, identify forward-looking statements. Such forward-looking statements are based on the
beliefs of management, as well as assumptions made by, and information currently available to, the Companys management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain
factors detailed in the Companys filings with the SEC. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking
statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Companys registration statement and prospectus relating to the Companys
initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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TIO TECH A
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Date: June 4, 2021
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By:
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/s/ Roman Kirsch
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Name: Roman Kirsch
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Title: Chief Executive Officer and Director
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