Sec Form 13G Filing - Tio Tech SPAC Holdings GmbH filing for Tio Tech A (TIOA) - 2022-02-11

☐   Rule 13d-1(b)

☐   Rule 13d-1(c)

☒   Rule 13d-1(d)

The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  NAME OF REPORTING PERSON OR

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

  Tio Tech SPAC Holdings GmbH

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Germany

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  8,625,000 (1)(2)(3)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  8,625,000 (1)(2)(3)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  8,625,000 (1)(2)(3)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  20.0%

  TYPE OF REPORTING PERSON

  OO

As described in the registration statement on Form S-1 (File No. 333-253369) (the “Registration Statement”) filed by Tio Tech A (the “Issuer”), the shares of Class B ordinary shares, par value $0.0001 per share, of the Issuer (the “Class B Ordinary Shares”) will automatically convert into shares of Class A ordinary shares, par value $0.0001 per share, of the Issuer (the “Class A Ordinary Shares”) at the time of the Issuer’s initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

Does not include 5,083,333 shares of Class A Ordinary Shares issuable upon the exercise of 5,083,333 private placement warrants of the Issuer. Each private placement warrant is exercisable to purchase one share of Class A Ordinary Shares at a price of $11.50 per share, subject to adjustment, becomes exercisable 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, as described under the heading “Description of Securities—Private Placement Warrants” in the Registration Statement.

Represents 8,625,000 shares of Class B Ordinary Shares directly held by Tio Tech SPAC Holdings GmbH (the “Sponsor”). The three managing directors of the Sponsor are Dominik Richter, Roman Kirsch and Spyro Korsanos. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by two or more individuals, and 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 the Sponsor.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office or, if none, Residence:

Citizenship:

Titles of Classes of Securities:

CUSIP Number:

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

Ownership

Amount beneficially owned:

Percent of class:

Number of shares as to which such person has:

Sole power to vote or to direct the vote:

Shared power to vote or to direct the vote:

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certification.