0001193125-22-089997.txt : 20220330 0001193125-22-089997.hdr.sgml : 20220330 20220330170431 ACCESSION NUMBER: 0001193125-22-089997 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 50 CONFORMED PERIOD OF REPORT: 20211231 FILED AS OF DATE: 20220330 DATE AS OF CHANGE: 20220330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tio Tech A CENTRAL INDEX KEY: 0001846163 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-40317 FILM NUMBER: 22787445 BUSINESS ADDRESS: STREET 1: UNTER DEN LINDEN 21 CITY: BERLIN STATE: 2M ZIP: 10117 BUSINESS PHONE: 4917610419234 MAIL ADDRESS: STREET 1: UNTER DEN LINDEN 21 CITY: BERLIN STATE: 2M ZIP: 10117 10-K 1 d326990d10k.htm FORM 10-K Form 10-K
falseFY000184616300-00000000.33 0001846163 2021-02-08 2021-12-31 0001846163 2021-12-31 0001846163 2021-04-12 2021-04-12 0001846163 2021-04-12 0001846163 2021-04-15 2021-04-15 0001846163 2021-06-30 0001846163 2021-02-07 0001846163 us-gaap:CommonClassAMember 2021-12-31 0001846163 us-gaap:CommonClassBMember 2021-12-31 0001846163 tioau:SharePriceEqualOrExceedsEighteenRupeesPerDollarMember us-gaap:CommonClassAMember tioau:PublicWarrantsMember 2021-12-31 0001846163 tioau:PublicWarrantsMember us-gaap:CommonClassAMember tioau:SharePriceEqualOrExceedsTenPointZeroRupeesPerDollarMember 2021-12-31 0001846163 us-gaap:CommonClassAMember tioau:PrivatePlacementWarrantsMember tioau:SharePriceEqualOrLessThanEighteenRupeesPerDollarMember 2021-12-31 0001846163 us-gaap:CommonClassAMember tioau:SharePriceMoreThanOrEqualsToUsdTwelveMember tioau:SponsorMember 2021-12-31 0001846163 srt:MinimumMember tioau:AffiliateInvestmentAdvisorMember tioau:ServicesAgreementMember 2021-12-31 0001846163 tioau:SponsorMember tioau:PromissoryNoteMember 2021-12-31 0001846163 tioau:WorkingCapitalLoanMember 2021-12-31 0001846163 tioau:PrivatePlacementWarrantsMember 2021-12-31 0001846163 tioau:PublicWarrantsMember 2021-12-31 0001846163 srt:MaximumMember 2021-12-31 0001846163 srt:MinimumMember 2021-12-31 0001846163 tioau:FounderMember us-gaap:CommonClassAMember 2021-12-31 0001846163 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0001846163 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member 2021-12-31 0001846163 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2021-12-31 0001846163 us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001846163 us-gaap:FairValueMeasurementsRecurringMember tioau:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0001846163 us-gaap:FairValueMeasurementsRecurringMember tioau:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member 2021-12-31 0001846163 us-gaap:FairValueMeasurementsRecurringMember tioau:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel1Member 2021-12-31 0001846163 us-gaap:FairValueMeasurementsRecurringMember tioau:PrivatePlacementWarrantsMember 2021-12-31 0001846163 us-gaap:FairValueInputsLevel3Member tioau:PublicWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001846163 us-gaap:FairValueInputsLevel2Member tioau:PublicWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001846163 us-gaap:FairValueInputsLevel1Member tioau:PublicWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001846163 tioau:PublicWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001846163 us-gaap:MeasurementInputRiskFreeInterestRateMember 2021-12-31 0001846163 us-gaap:MeasurementInputPriceVolatilityMember 2021-12-31 0001846163 us-gaap:MeasurementInputExpectedTermMember 2021-12-31 0001846163 us-gaap:MeasurementInputExercisePriceMember 2021-12-31 0001846163 us-gaap:MeasurementInputSharePriceMember 2021-12-31 0001846163 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member us-gaap:USTreasurySecuritiesMember 2021-12-31 0001846163 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member us-gaap:USTreasurySecuritiesMember 2021-12-31 0001846163 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member us-gaap:USTreasurySecuritiesMember 2021-12-31 0001846163 us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2021-12-31 0001846163 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-02-08 2021-12-31 0001846163 us-gaap:AdditionalPaidInCapitalMember 2021-02-08 2021-12-31 0001846163 us-gaap:CommonClassAMember 2021-02-08 2021-12-31 0001846163 us-gaap:CommonClassAMember tioau:PublicWarrantsMember tioau:SharePriceEqualOrExceedsEighteenRupeesPerDollarMember 2021-02-08 2021-12-31 0001846163 tioau:SharePriceEqualOrExceedsTenPointZeroRupeesPerDollarMember us-gaap:CommonClassAMember tioau:PublicWarrantsMember 2021-02-08 2021-12-31 0001846163 us-gaap:CommonClassAMember tioau:RedemptionOfWarrantsMember 2021-02-08 2021-12-31 0001846163 us-gaap:CommonClassAMember tioau:SharePriceEqualOrLessThanEighteenRupeesPerDollarMember tioau:PrivatePlacementWarrantsMember 2021-02-08 2021-12-31 0001846163 us-gaap:CapitalUnitsMember 2021-02-08 2021-12-31 0001846163 us-gaap:WarrantMember 2021-02-08 2021-12-31 0001846163 us-gaap:CommonClassAMember tioau:SharePriceMoreThanOrEqualsToUsdTwelveMember tioau:SponsorMember 2021-02-08 2021-12-31 0001846163 tioau:SponsorMember tioau:ServicesAgreementMember 2021-02-08 2021-12-31 0001846163 tioau:AffiliateInvestmentAdvisorMember tioau:ServicesAgreementMember 2021-02-08 2021-12-31 0001846163 us-gaap:OverAllotmentOptionMember tioau:DeutscheBankSecuritiesIncMember 2021-02-08 2021-12-31 0001846163 tioau:ClassARedeemableCommonStockMember 2021-02-08 2021-12-31 0001846163 tioau:ClassAAndClassBNonRedeemableCommonStockMember 2021-02-08 2021-12-31 0001846163 us-gaap:CommonClassAMember tioau:FounderMember 2021-02-08 2021-12-31 0001846163 us-gaap:RetainedEarningsMember 2021-02-08 2021-12-31 0001846163 tioau:RedemptionOfWarrantsMember 2021-02-08 2021-12-31 0001846163 us-gaap:OverAllotmentOptionMember us-gaap:CommonClassAMember 2021-04-12 2021-04-12 0001846163 us-gaap:OverAllotmentOptionMember 2021-04-12 2021-04-12 0001846163 us-gaap:CommonClassAMember us-gaap:IPOMember 2021-04-12 2021-04-12 0001846163 tioau:PrivatePlacementWarrantsMember 2021-04-12 2021-04-12 0001846163 us-gaap:PrivatePlacementMember 2021-04-12 2021-04-12 0001846163 us-gaap:IPOMember 2021-04-12 2021-04-12 0001846163 us-gaap:OverAllotmentOptionMember 2021-04-15 2021-04-15 0001846163 us-gaap:OverAllotmentOptionMember us-gaap:CommonClassAMember 2021-04-15 2021-04-15 0001846163 us-gaap:IPOMember us-gaap:CommonClassAMember 2021-04-15 2021-04-15 0001846163 tioau:PublicWarrantsMember us-gaap:OverAllotmentOptionMember 2021-04-15 2021-04-15 0001846163 us-gaap:IPOMember us-gaap:CommonClassAMember 2021-04-15 0001846163 us-gaap:CommonClassAMember tioau:PublicWarrantsMember 2021-04-15 0001846163 us-gaap:OverAllotmentOptionMember 2021-04-15 0001846163 tioau:AnchorInvestorsMember 2021-04-12 0001846163 us-gaap:IPOMember us-gaap:CommonClassAMember 2021-04-12 0001846163 us-gaap:IPOMember 2021-04-12 0001846163 tioau:PublicWarrantsMember us-gaap:CommonClassAMember 2021-04-12 0001846163 us-gaap:CommonClassAMember tioau:PrivatePlacementWarrantsMember 2021-04-12 0001846163 us-gaap:PrivatePlacementMember 2021-04-12 0001846163 srt:MinimumMember 2021-04-12 0001846163 us-gaap:MeasurementInputRiskFreeInterestRateMember 2021-04-12 0001846163 us-gaap:MeasurementInputPriceVolatilityMember 2021-04-12 0001846163 us-gaap:MeasurementInputExpectedTermMember 2021-04-12 0001846163 us-gaap:MeasurementInputExercisePriceMember 2021-04-12 0001846163 us-gaap:MeasurementInputSharePriceMember 2021-04-12 0001846163 tioau:CommonClassFMember tioau:SponsorMember tioau:FounderSharesMember 2021-02-10 2021-02-10 0001846163 tioau:FounderSharesMember us-gaap:CommonClassAMember 2021-02-10 0001846163 tioau:AnchorInvestorsMember us-gaap:IPOMember 2021-02-18 2021-02-18 0001846163 tioau:AnchorInvestmentAgreementMember 2021-02-18 0001846163 tioau:SponsorMember tioau:PromissoryNoteMember 2021-02-09 0001846163 tioau:EventsOfInitialPublicOfferingTransactionsMember 2021-01-01 2021-12-31 0001846163 us-gaap:FairValueInputsLevel3Member 2021-01-01 2021-12-31 0001846163 us-gaap:CommonClassAMember 2022-03-30 0001846163 us-gaap:CommonClassBMember 2022-03-30 0001846163 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2021-02-07 0001846163 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2021-02-07 0001846163 us-gaap:AdditionalPaidInCapitalMember 2021-02-07 0001846163 us-gaap:RetainedEarningsMember 2021-02-07 0001846163 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2021-12-31 0001846163 us-gaap:RetainedEarningsMember 2021-12-31 0001846163 us-gaap:FairValueInputsLevel3Member 2020-12-31 0001846163 us-gaap:FairValueInputsLevel3Member 2021-12-31 iso4217:USD xbrli:shares utr:Day utr:Month xbrli:pure iso4217:USD xbrli:shares utr:Year utr:Y
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                    
Commission file number:
001-40317
 
 
TIO TECH A
(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)
+49 30 2092 4040
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and
one-third
of one redeemable warrant
 
TIOAU
 
The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 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(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    ☐  Yes    ☒  No
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
Indicate by check mark whether the registrant (1) has filed all reports 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), 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
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
 
Auditor Firm ID: 688
 
Auditor Name: Marcum LLP
 
Auditor Location: New York, NY
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
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):
 
Large accelerated filer
 
☐
  
Accelerated filer
 
☐
       
Non-accelerated filer
 
☒
  
Smaller reporting company
 
☒
       
 
 
  
  
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.  ☐
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-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act).    ☒  Yes    ☐  No
The aggregate market value of voting and
non-voting
common equity held by
non-affiliates
of the registrant as of June 30, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, was $334,650,000.
As of March
30
, 2022, there were 34,500,000 Class A ordinary shares, $0.0001 par value and 8,625,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.
 
 
 
TABLE OF CONTENTS
 
 
  
  
 
3
 
 
  
 
3
 
 
  
 
22
 
 
  
 
57
 
 
  
 
58
 
 
  
 
58
 
 
  
 
58
 
 
  
  
 
59
 
 
  
 
59
 
 
  
 
59
 
 
  
 
59
 
 
  
 
63
 
 
  
 
63
 
 
  
 
63
 
 
  
 
63
 
 
  
 
64
 
 
  
  
 
65
 
 
  
 
65
 
 
  
 
70
 
 
  
 
71
 
 
  
 
72
 
 
  
 
74
 
 
  
  
 
76
 
 
  
 
76
 
 
  
 
78
 
 
  
  
 
79
 
 
-i-
CAUTIONARY NOTE REGARDING FORWARD-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 OF RISK FACTORS
An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report on Form
10-K,
before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to:
 
  •  
We 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.
 
  •  
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.
 
  •  
Certain requirements and terms of our securities may make it difficult for us to enter into our initial business combination with a target or may not allow us to consummate the most desirable business combination or optimize our capital structure.
 
  •  
Our search for a business combination may be materially adversely affected by the coronavirus
(COVID-19)
pandemic and the status of debt and equity markets.
 
  •  
Holders of warrants will 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.
 
  •  
We may not be able to consummate our initial business combination within the required time period, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.
 
  •  
Our initial shareholders 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.
 
  •  
You will not have any rights or interests in funds from the trust account, except under certain circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares, potentially at a loss.
 
  •  
If third parties bring claims against us or in certain other circumstances, such as a bankruptcy, the proceeds held in the trust account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share.
 
  •  
We may issue additional Class A ordinary shares or preferred shares or incur substantial debt in connection with our initial business combination, which could dilute your interests, adversely affect our financial condition and thus negatively impact the value of our shareholders’ investment in us.
 
  •  
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.
 
  •  
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.
 
  •  
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.
 
  •  
Members of our management team and their respective affiliates may have conflicts of interests that could, as applicable, affect the amount of time allocated to our company, impact the business opportunities presented to us, or raise competitive financial interests or affiliations with one or more of target businesses.
 
  •  
Management’s flexibility 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.
 
  •  
We face certain risks if we acquire or operate a business outside of the United States, including social disturbances and military actions in regions where such business might be located.
 
  •  
There is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities.
 
  •  
We may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to holders.
 
  •  
The other risks and uncertainties discussed in Part I, Item 1A., “Risk Factors” and elsewhere in this Annual Report on Form
10-K.
 
-2-
PART I
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 1.
BUSINESS.
Introduction
We are a 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 company is led by a highly experienced and complementary team of entrepreneurs, executives and investment professionals with successful track-record in founding and operating 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 directors and an investment advisory board. In addition, our management team will be supported by our affiliate investment advisor, Fuse Venture Partners. We believe our management team, directors and advisors are well positioned to identify and execute an attractive transaction, structure a successful deal and ultimately add value to the selected target following the business combination by leveraging their experience in founding and growing global champions such as HelloFresh, Delivery Hero, and Klarna; their strong access and network across the European technology landscape; and their deep expertise in investing and M&A execution capabilities.
Our Management Team
Our 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.
Dominik Richter
is the founder and Chief Executive Officer of HelloFresh SE, 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 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.
Roman 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.
 
 
-3-
Spyro 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 affiliate investment advisor. Fuse focuses on direct venture capital and growth investments in the European 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 certain businesses on behalf of Delivery Hero, which represent a significant portion of Delivery Hero’s revenues today. From 2015 to 2020, Mr. Korsanos served as a founding partner of, and founding member of the Investment Advisory Committee of, Global Founders Capital (“GFC”). In such capacity, he reviewed and approved more than 300 technology investments from two of GFC’s Luxembourg-based global Internet technology funds, which were the largest Internet venture funds in Europe at the time of their close. Investments covered all funding stages from
pre-seed
to late-stage funding across multiple continents. Mr. Korsanos was recognized as a “TMT 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 Laws and a Bachelor of Economics degrees from the University of Sydney.
Our Independent Directors
The following individuals serve on our board of directors as independent directors.
Manuel Stotz
is the founder, Chief Executive Officer and portfolio manager of Kingsway Capital, a London-based investment firm founded in 2015, focused on long-term investments in high-quality franchises in branded consumer goods and consumer internet, in both frontier 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 London School of Economics. 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.
Jonathan Teklu
is an experienced entrepreneur 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 Holtzbrinck 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 leading European early-stage venture fund, 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 Folgueira
 
is the Chief Executive Officer and a 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 November 2017. Before joining Spark Networks SE, he held 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, Senior Strategy Executive at RTL Group from 2008 to 2011 and founder and chief executive officer of Helppy Media Spain from 2010 to 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 Navarra, Spain.
 
-4-
Investment Advisory Board
In 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-making 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.
Victor 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.
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. 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.
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.
Affiliate Investment Advisor
In addition to our management team, board of directors and investment advisory board, we are supported by Fuse Venture Partners, our affiliate investment advisor. Fuse consists of a team of investment professionals, including Mr. Korsanos, its founding managing partner. Fuse is an investment and advisory firm focused on scale up strategies for ventures and venture investors. Fuse invests in technology ventures and provides strategic, transactional, and operational scaling support. The firm has been engaged by European and global technology investors, including Rocket Internet and SoftBank, and some of Europe’s leading unicorns, including Delivery Hero and HelloFresh, for scaling and corporate development strategy, M&A and helping companies prepare for public markets. Prior to 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 Valley. The supporting team for Fuse is comprised of more than five individuals with experience in corporate finance, strategy, financial and legal due diligence concentrated in the technology sector. In making investments, Fuse focuses on investing in high-growth Series B/C stage internet technology companies in Europe to help such companies scale through operational initiatives and corporate development strategy, including advising on M&A transactions and strategic partnerships. Mr. Richter and Mr. Kirsch act as advisory board members to Fuse with respect to its investment activities.
 
-5-
We expect 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:
 
  •  
identifying
best-in-class
ventures and business model optimizations by leveraging their experience working with diverse business models across the technology sector;
 
  •  
conducting deep-level due diligence on business combination targets and developing an efficient, targeted process to evaluate target companies;
 
  •  
identifying value-creating corporate development and strategic initiatives and operational efficiencies that can be realized by potential target companies; and
 
  •  
providing strategic insight with respect to negotiations with targets, drawing on their experience with structuring mergers, acquisitions, joint ventures and partnerships.
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-rata portion thereof) after the 12-month anniversary of the Initial Public Offering.
Business Opportunity
While we may pursue an acquisition opportunity in any industry or geographic region, we are currently focused on technology-enabled businesses in Europe.
Technology continues to transform industries and the global economy at an accelerating rate, creating significant opportunities for investors positioned to capture them. Technology-enabled businesses continue to outperform in almost every sector globally. Technology companies also tend to have increasing returns to scale, implying that there is potential for growth for today’s public and private market technology leaders to build iconic companies in many sectors of the economy. The ongoing digital revolution has been reducing friction and transaction costs for years, further accentuated in recent times due to
COVID-19,
resulting in accelerated consumer and business digital adoption.
Business Combination Criteria
Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective businesses combination targets. We 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 guidelines.
Our management team, with the assistance of our board of directors, investment advisory board and affiliate investment advisor, is well positioned to identify unique opportunities within the European technology sector. Our team has spent significant portions of their careers working with businesses in the European technology industry and has developed a wide network in the sector. Our selection process leverages our deep relationships with venture capitalists and ventures, and we proactively search for opportunities that are best positioned within our areas of expertise.
We have focused and intend to continue to focus on
founder-led,
late stage growth equity opportunities in the high-growth technology sector who are seeking a liquidity event through a public listing and that value operational and public market expertise.
We intend to acquire target businesses in the technology-enabled sector that we believe have the following characteristics:
 
  •  
enterprise value in excess of $750 million;
 
  •  
developed differentiated products or services with strong unit economics and that have achieved high growth and have significant continued growth opportunities, including further market expansion;
 
  •  
incremental upside potential, which we could access with our unique operational expertise, industry relationships and access to capital;
 
-6-
  •  
products that have already reached a level of maturity and have a leading or niche market position that demonstrates competitive advantage and can create sustainable barriers to entry against new competitors;
 
  •  
a large total addressable market and diversified revenue streams, with opportunity for further expansion across products, verticals or target segments;
 
  •  
consistent organic revenue growth with scalable unit economics and potential for further margin expansion;
 
  •  
a strong, experienced management team that could benefit from our management team’s additional support, insights and network;
 
  •  
founders with a long-term vision for their company;
 
  •  
a global presence or potential global presence that will resonate with U.S. investors;
 
  •  
sectors where management can benefit from our extensive networks and insights;
 
  •  
the capability to operate as a public company, including a strong management team, appropriate corporate governance and reporting policies and capabilities; and
 
  •  
attractive value relative to the target’s existing cash flows, potential for operational improvement and the opportunity for long-term value creation in public markets.
We seek companies with the interest and ability to execute on strategic opportunities, including acquisitions of companies that enhance shareholder value. Although we may acquire a company within the broader landscape of European technology, we have focused and will continue to focus our sourcing efforts on industries where our management team and board of directors have particular expertise, particularly in, but not limited to, consumer-oriented, internet-enabled business models, including marketplaces and
e-commerce,
fintech and insurtech, media and entertainment, software as a service and healthtech.
Our management team is vitalized by the opportunity to help contribute their experience,
know-how
and skills to our business combination target and to bring their operational and transactional
value-add
to such company, as well as their analytical capabilities to evaluate targets and generate value-accretion to investors and shareholders.
These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC.
Initial Business Combination
The 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-
We anticipate 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 structure our initial 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 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 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, our 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 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 of the outstanding capital stock, shares or other equity securities of a target. In this case, we would acquire a 100% controlling interest in the target. 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 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.
Our Business Combination Process
Our management team believes that conducting comprehensive due diligence on prospective investments is particularly important within the technology industry. We have and will continue to utilize the diligence, rigor, and expertise of our management team and our affiliate investment advisor’s platform to evaluate potential targets’ strengths, weaknesses, and opportunities to identify the relative risk and return profile of any potential target for our initial business combination. Given our management team’s extensive tenure operating, advising and investing in technology companies, we expect that we will often be familiar with the prospective target’s
end-market,
competitive landscape and business model.
In evaluating a prospective target business, we have and expect to continue to conduct a thorough diligence review that will encompass, among other things, meetings with incumbent management and employees, commercial, financial, legal and technology due diligence, as well as a review of other information that will be appropriate. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.
We 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.
Members 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.
 
-8-
Dominik Richter, our Chairman and an investor in the sponsor, is subject to a
non-compete
with HelloFresh that prohibits Mr. Richter from engaging in certain competitive activities. See “Risk Factors—Our officers and directors 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.”
Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity, including HelloFresh and its affiliates, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of 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 business combination 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.
In addition to the above, 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. We 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 or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.
Status as a Public Company
We believe our structure makes us an attractive business combination partner to target businesses. As an existing public company, we offer 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 business may, for example, exchange their capital stock, shares or other equity securities in the target business for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find this method a more expeditious and cost effective method to becoming 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 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 us.
Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriter’s ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could have negative valuation consequences. Following an initial business combination, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.
While 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-
We are an “emerging growth company,” as defined in the JOBS Act. We 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 our Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.07 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.
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 as of the prior June 30
th
, 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 30
th
.
Effecting Our Initial Business Combination
General
We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following our Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.
If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.
While we may pursue an initial business combination target in any industry or region, we intend to focus our search on technology-enabled businesses in Europe. Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.
We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of the Initial Public Offering and the sale of the private placement warrants, and, 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 redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the completion of our initial business combination. In the case of an initial business combination funded with assets other than the trust account assets, our proxy materials or tender offer documents disclosing the initial business combination would disclose the terms of the financing and, only if required by law, we would seek shareholder approval of such financing. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of our Initial Public Offering. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of our sponsors, officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination.
 
-10-
Sources of Target Businesses
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 solicited by 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, 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 our anchor investors may also bring to our attention target business candidates of which they become aware through their business contacts as a result of formal or informal inquiries or discussions they may have, as 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 record and business relationships of our officers and directors. While 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 affiliates, or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. In addition, the underwriters may provide these services without additional compensation. We will formally engage a finder only to the extent our management determines 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 will be paid out of the funds held in the trust account. In addition, we pay our sponsor $15,000 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 investment advisor, 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 paid by 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).
We are not 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 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 our initial business combination with a business combination target that is affiliated with our sponsor, if required by applicable law or based upon the decision of our board of directors 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 of a Target Business and Structuring of Our Initial Business Combination
In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.
The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. The company will not pay any consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or in connection with our initial business combination other than as described above.
 
-11-
Lack of Business Diversification
For 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:
 
  •  
subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and
 
  •  
cause us to depend on the marketing and sale of a single product or limited number of products or services.
Limited Ability to Evaluate the Target’s Management Team
Although we 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 to 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 time of our initial business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.
We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.
Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.
Shareholders May Not Have the Ability to Approve Our Initial Business Combination
We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles of association. However, we will seek shareholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek shareholder approval for business or other reasons.
Under Nasdaq’s listing rules, shareholder approval would be required for our initial business combination if, for example:
 
  •  
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);
 
  •  
Any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in outstanding ordinary shares or voting power of 5% or more; or
 
  •  
The issuance or potential issuance of ordinary shares will result in our undergoing a change of control.
 
-12-
Permitted Purchases of Our Securities
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 sponsor, directors, officers, advisors, anchor investors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our sponsor, directors, officers, advisors, anchor investors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material
non-public
information), our sponsor, directors, officers, advisors or any of their respective affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favour of our initial business combination or not redeem their public shares. However, other than agreements with anchor investors described in “—Redemption Rights for Public Shareholders upon Completion of Our Initial Business Combination”, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material
non-public
information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.
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. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.
The purpose 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 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 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.
In addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
Our sponsor, officers, directors, advisors and/or their affiliates anticipate that they may identify the shareholders with whom our sponsor, officers, directors, advisors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Class A ordinary shares) following our mailing of proxy materials in connection with our initial business combination. To the extent that our sponsor, officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at the general meeting related to our initial business combination. Our sponsor, officers, directors, advisors or any of their affiliates will select which shareholders to purchase shares from based on a negotiated price and number of shares and any other factors that they may deem relevant, and will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws. Our sponsor, officers, directors and/or their affiliates will not make purchases of shares if the purchases would violate Section 9(a)(2) of, or Rule
10b-5
under, the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.
 
-13-
Redemption Rights for Public Shareholders upon Completion of Our Initial Business Combination
We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption rights will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares. Our sponsor, officers, directors and advisors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection with the completion of our initial business combination. Upon consummation of our initial business combination and subject to adjustments described herein, our sponsor will grant an aggregate of 255,555 of the founder shares it holds at the time of the initial business combination to our anchor investors for no additional consideration. Our anchor investors will not have any rights to the funds held in the trust account beyond the redemption and liquidation rights in respect of any public shares they hold.
Limitations on Redemptions
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 (i) cash consideration to be 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. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. However, we may raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of our Initial Public Offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.
Manner of Conducting Redemptions
We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct 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 require us to seek shareholder approval under applicable law or stock exchange listing requirement 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). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.
The requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by the affirmative vote of holders of at least
two-thirds
of our shares entitled to vote thereon who attend and vote at a general meeting.
 
-14-
If we provide our public shareholders with the opportunity to redeem their public shares in connection with a general meeting, we will, pursuant to our amended and restated memorandum and articles of association:
 
  •  
conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A under the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and
 
  •  
file proxy materials with the SEC.
In 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.
If we seek shareholder approval, we will complete our initial business combination only 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. A quorum for such meeting will be present if the holders of a majority of issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. Our sponsor, directors, officers, advisors and our anchor investors (if they hold public shares at the time of such vote) will count toward this quorum. 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), private placement shares and any public shares held by them (including public shares purchased in open-market and privately negotiated transactions) in favor of our initial business combination. For purposes of seeking approval pursuant to an ordinary resolution,
non-votes
will have no effect on the approval of our initial business combination once a quorum is obtained. 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 over-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 our Initial Public Offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Our anchor investors may have different interests with respect to a vote on an initial business combination and other matters submitted to a shareholder vote than other public stockholders as a result of their agreement with our sponsor to receive founder shares upon completion of the initial business combination. In the event that our anchor investors vote their units 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. These quorum and voting thresholds, and the voting agreement of our sponsor, officers and directors, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.
If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:
 
  •  
conduct the redemptions pursuant to Rule
13e-4
and Regulation 14E under the Exchange Act, which regulate issuer tender offers, and
 
  •  
file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A under the Exchange Act, which regulates the solicitation of proxies.
In the event that we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule
14e-1(a)
under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.
 
-15-
Upon the public announcement of our initial business combination, if we elect to conduct redemption pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule
10b5-1
under the Exchange Act to purchase our Class A ordinary shares in the open market, in order to comply with Rule
14e-5
under the Exchange Act.
Limitation on Redemption Upon Completion of Our Initial Business Combination If We Seek Shareholder Approval
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 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 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 holders to use their ability to exercise their redemption rights against a proposed business combination as a 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 purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. 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, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.
Delivering Share Certificates in Connection with the Exercise of Redemption Rights
We 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 option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/ Withdrawal At Custodian) system, prior to the date set forth in the proxy 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 vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements, which will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares. Accordingly, a public shareholder would have up to two business days prior to the scheduled vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights. 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. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares.
There is a nominal cost associated with the above-referenced process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the broker submitting or tendering shares a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether 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 redemption rights regardless of the timing of when such delivery must be effectuated.
 
-16-
Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender offer documents, as applicable. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.
If 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.
If 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.
Redemption of Public Shares and Liquidation if No Initial Business Combination
Our amended and restated memorandum and articles of association provide that we will 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.
Our sponsor, officers, directors and 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 initial business combination within 24 months from the closing of our Initial 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.
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 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.
We 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.
 
 
-17-
If 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-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.
Although 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 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.
In the event that the proceeds in the trust account are reduced 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, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance if, for example, the cost of such legal 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 outcome is not likely. Accordingly, we cannot assure you that due to claims of creditors the actual value of the
per-share
redemption price will not be less than $10.00 per share.
 
 
-18-
We 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. 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.
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.
Our 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-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 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-thirds
of the shareholders who attend and vote at a general meeting of the company.
Employees
We currently have two officers: Roman Kirsch and Spyro Korsanos. 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.
 
-19-
Periodic Reporting and Financial Information
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 the Exchange Act, this Annual Report contains financial statements audited and reported on by our independent registered public accountants.
We are 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.
We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, 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) 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 are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to 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 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 addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the 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. We intend to take advantage of the benefits of this extended transition period.
We 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 $1.07 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.
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
is equal to or exceeds $250 million as of the prior June 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-affiliates
is equal to or exceeds $700 million as of the prior June 30th.
 
-20-
Available Information 
Our internet 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.
 
ITEM 1A.
RISK FACTORS.
An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report on Form
10-K,
before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.
Risks 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 no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
We are a blank check company incorporated under the laws of the 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 public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.
We 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 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.
 
-21-
Your only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
At the time of your investment in us, you will not be provided 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.
If we seek shareholder approval of our initial business combination, our sponsor, officers, directors and advisors have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.
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 over-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.
The 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.
We 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 or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Furthermore, 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. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.
 
-22-
The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.
At the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B ordinary shares results in the issuance of Class A ordinary shares on a greater than
one-to-one
basis upon conversion of the Class B ordinary shares at the time of our initial business combination. In addition, the amount of the deferred underwriting commissions payable to the underwriter will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.
The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your shares in the open market.
The requirement that we complete our initial business combination within 24 months after the closing of our Initial Public Offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.
Any 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-
Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus
(COVID-19)
pandemic and the status of debt and equity markets.
The
COVID-19
pandemic has resulted in, and a significant outbreak of new variants or other infectious diseases could result in, a widespread health crisis adversely affecting the economies and financial markets worldwide, potentially including the business of any potential target business with which we intend to consummate a business combination. Furthermore, we may be unable to complete a business combination at all if concerns relating to
COVID-19,
new variants or other infectious diseases restrict travel, limit the ability to have meetings with potential investors or make it impossible or impractical to negotiate and consummate a transaction with the target company’s personnel, vendors and service providers in a timely manner, if at all. The extent to which
COVID-19
impacts our search for a business combination will depend on future developments, which remain uncertain and cannot be predicted. The disruptions posed by
COVID-19,
new variants or other public health emergencies, diseases or matters of global concern could materially adversely affect our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination.
In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing, which may be impacted by
COVID-19
and other events, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all.
If we are not able to complete our initial business combination within 24 months after the closing of the Initial Public Offering, we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive only $10.00 per share or less than $10.00 per share in certain circumstances, and our warrants would expire worthless.
We may not be able to find a suitable target business and complete our initial business combination within 24 months after the closing of the Initial Public Offering. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. If we have not completed our initial business combination within such time 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. 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 less than $10.00 per public share, on the redemption of their shares, and our warrants will expire worthless.
If 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.
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 sponsor, directors, officers, advisors, anchor investors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. There is no limit on the number of shares our sponsor, directors, officers, advisors, anchor investors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material
non-public
information), our sponsor, directors, officers, advisors or any of their respective affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions. Such purchases may include a contractual acknowledgment that such shareholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.
 
 
-24-
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 Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.
In addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.
If a shareholder fails to 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 comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy materials or tender offer documents, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial 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, we 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 option, either deliver their share certificates to our transfer agent, or to deliver their shares to our transfer agent electronically prior to the date set forth in the proxy 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 vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is 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.
You will not 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.
Our public 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, and then only in connection with those Class A ordinary shares that such 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 Initial Public Offering or (B) with respect to any other provisions relating to shareholders’ rights 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, subject to applicable law and 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.
 
-25-
Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
Our 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.
If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an
over-the-counter
market. If this were to occur, we could face significant material adverse consequences, including:
 
  •  
a limited availability of market quotations for our securities;
 
  •  
reduced liquidity for our securities;
 
  •  
a determination that our Class A ordinary shares are a “penny stock,” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
 
  •  
a limited amount of news and analyst coverage; and
 
  •  
decreased ability to issue additional securities or obtain additional financing in the future.
The 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 securities.” Because 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 use these 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, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.
You will not be entitled to protections normally 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 target 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 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. 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-
If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.
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 shareholders’ ability 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 investment in us if 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 of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial 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.
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), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess similar or greater technical, human and other resources 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 proceeds of the Initial Public Offering and the sale of the private 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, 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 the net proceeds of our Initial Public Offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for at least the next 24 months, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination.
 
-27-
We believe that the funds available to us outside of the trust account will be sufficient to allow us to operate until the completion of our business combination; however, we cannot assure you that our estimate is accurate. 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-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.
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-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.
Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.
The market for directors and officers liability insurance for special purpose acquisition companies has changed in ways adverse to us and our management team. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. These trends may continue into the future.
The increased cost and decreased availability of 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.
In addition, even after we were to complete an initial business combination, our directors and officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order to protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims
(“run-off
insurance”). The need for
run-off
insurance would be an added expense for the post-business combination entity, and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.
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 investment.
Even if we conduct due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present within a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write down or write off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be
non-cash
items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming
pre-existing
debt held by a target business or by virtue of our obtaining debt financing to partially finance the initial business combination or thereafter. 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.
 
-28-
If third parties bring claims against us, the proceeds held in the trust account could be reduced and the
per-share
redemption amount received by public shareholders may be less than $10.00 per share.
Our placing 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 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, 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 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.
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. 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. Pursuant to the letter agreement the form of 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.
 
-29-
The securities in which we invest the proceeds held in the trust account could bear a negative rate of interest, which could reduce the interest income available for payment of taxes or reduce the value of the assets held in trust such that the per share redemption amount received by public shareholders may be less than $10.00 per share.
The net proceeds 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.
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 the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per 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, in each case less taxes payable, and our sponsor asserts that it is 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 action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal 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 outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per share.
We have agreed to indemnify our directors and officers which may disincentivize shareholder action against directors and officers and adversely affect the value of your investment.
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 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.
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.
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, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws or 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 may be viewed as having breached its fiduciary duty to our creditors and/or having 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.
 
-30-
If, before distributing 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, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the
per-share
amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
If, before distributing 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, 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.
If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:
 
  •  
restrictions on the nature of our investments; and
 
  •  
restrictions on the issuance of securities,
each of which may make it difficult for us to complete our initial business combination. In addition, we may have imposed upon us burdensome requirements, including:
 
  •  
registration as an investment company;
 
  •  
adoption of a specific form of corporate structure; and
 
  •  
reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.
In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, 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.
We do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule
2a-7
promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. The trust account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (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 Initial Public Offering or (B) with respect to any other provisions relating to shareholders’ rights or
pre-initial
business combination activity; or (iii) absent an initial business combination within 24 months from the closing of our Initial Public Offering, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. 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.
 
-31-
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.
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.
If we do not consummate our initial business combination within 24 months from the closing of our Initial Public Offering, our public shareholders may be forced to wait beyond 24 months before redemption from our trust account can occur.
If we 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 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.
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.
 
-32-
We may not hold an annual general meeting until after the consummation of our initial business combination 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.
In accordance 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 to 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 annual general meeting) serving a three-year term. 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.
The grant of registration rights to our sponsor, officers, directors, advisors, anchor investors and holders of our 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.
Pursuant to an agreement entered prior to the closing of our Initial Public Offering, our sponsor, officers, directors, advisors, anchor investors and their permitted transferees can demand that we register the Class A ordinary shares into which founder shares are convertible, holders of our private placement warrants and their permitted 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, advisors, anchor investors, holders of our private placement warrants or holders of our working capital loans or their respective permitted transferees are registered.
Because we are neither limited to evaluating a target business in a particular industry sector nor have selected any target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.
Our efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector 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 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 combination, 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, 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 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.
 
-33-
Although we 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.
Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a 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 that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by law, 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.
We are not required to obtain an opinion from an independent investment banking firm or from a valuation or appraisal firm, and consequently, you may 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 complete our initial business combination with an affiliated entity and the applicable law so requires or our board of directors so decides, or unless our board of directors cannot independently determine the fair market value of the target business or businesses (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. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy materials or tender offer documents, as applicable, related to our initial business combination.
We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than
one-to-one
at the time of our initial business combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks.
Our amended and restated memorandum and articles of association authorizes the issuance of up to 200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share. The Class B ordinary shares are automatically convertible into Class A ordinary shares at the time of the consummation of our initial business combination, or earlier at the option of the holder, initially at a
one-for-one
ratio but subject to adjustment as set forth herein and in our amended and restated memorandum and articles of association, including in certain circumstances in which we issue Class A ordinary shares or equity-linked securities related to our initial business combination.
 
-34-
We may issue a substantial number of additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares in connection with the redemption of our warrants or Class A ordinary shares upon conversion of the Class B ordinary shares at a ratio greater than
one-to-one
at the time of our initial business combination as a result of the anti-dilution provisions as set forth therein. However, our amended and restated memorandum and articles of association provide, among other things, that prior to our initial business combination, we may not issue additional ordinary shares or other securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on any initial business combination or (b) to approve an amendment to our amended and restated memorandum and articles of association to amend the foregoing provisions. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares:
 
  •  
may significantly dilute the equity interest of our public shareholders;
 
  •  
may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;
 
  •  
could cause 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 result in the resignation or removal of our present officers and directors; and
 
  •  
may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants.
Resources 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 funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.
We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys, consultants and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred 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 funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.
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.
If 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.
 
-35-
We may reincorporate in another jurisdiction in connection with our initial business combination which may result in taxes imposed on shareholders, and following such reincorporation, the laws of such jurisdiction may govern some or all of our future material agreements as a result of which we may not be able to enforce our legal rights.
In connection with our initial business combination and subject to requisite shareholder approval by special resolution under the Companies Act, we may relocate the home jurisdiction of our business from the Cayman Islands to the jurisdiction in which the target company or business is located or to another jurisdiction. In a vote to continue our company in a jurisdiction outside the Cayman Islands, holders of our founder shares will have ten votes per share and holders of public shares will have one vote per share and, as a result, holders of our founder shares will be able to approve any such proposal without the vote of any other shareholder. The reincorporation transaction may require a shareholder or warrant holder to recognize taxable income in the jurisdiction in which the shareholder or warrant holder is a tax resident or 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 holders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.
In addition, if we determine to do this, the laws of such jurisdiction to which we would relocate may govern some or all of our future material agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the Cayman Islands or the United States. 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.
We may issue 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 us.
Although 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 officers 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:
 
  •  
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
 
  •  
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;
 
  •  
our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;
 
  •  
our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;
 
  •  
our inability to pay dividends on our Class A ordinary shares;
 
  •  
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
 
  •  
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
 
  •  
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
 
  •  
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
 
-36-
We may only 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 services. This lack of diversification may negatively impact our operations and profitability.
We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro 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 entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, 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 industry. Accordingly, the prospects for our success may be:
 
  •  
solely dependent upon the performance of a single business, property or asset; or
 
  •  
dependent upon the development or market acceptance of a single or limited number of products, processes or services.
This 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.
We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.
We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
In pursuing our business combination strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
Our management may not be able to maintain control of a target business after our initial business combination. 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.
We may structure our initial business combination so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests or assets of a target business, 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 interest in the target sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination 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 Class A ordinary shares in exchange for all of the outstanding capital stock, shares or other equity securities of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new Class A ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our issued and outstanding Class A ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target business. 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-
We 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.
We may 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.
To the extent we complete our initial business combination with a large complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our management team will endeavor to evaluate the risks inherent in a particular target business and its operations, we may not be able to properly ascertain or assess all of the significant risk factors until we complete our business combination. If we are not able to achieve our desired operational improvements, or the improvements take longer to implement than anticipated, we may not achieve the desired results. Furthermore, some of these risks and complexities may be outside of our control and leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business. Such combination may not be as successful as a combination with a smaller, less complex organization.
We may be subject to risks related to the technology sector.
While we may pursue an initial business combination opportunity in any industry or region, we intend to focus on technology-enabled businesses in Europe. Business combinations with companies in the technology sector entail special considerations and risks. If we are successful in completing a business combination with such a target business, we will be subject to, and possibly adversely affected by, the following risks:
 
  •  
inability to compete effectively in a highly competitive environment with many incumbents having substantially greater resources;
 
  •  
inability to manage rapid change, increasing consumer expectations and growth;
 
  •  
inability to build strong brand identity and improve subscriber or customer satisfaction and loyalty;
 
  •  
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;
 
  •  
inability to deal with our subscribers’ or customers’ privacy concerns;
 
  •  
inability to attract and retain subscribers or customers;
 
  •  
inability to license or enforce intellectual property rights on which our business may depend;
 
  •  
any significant disruption in our computer systems or those of third parties that we would utilize in our operations;
 
  •  
inability by us, or a refusal by third parties, to license content to us upon acceptable terms;
 
-38-
  •  
potential liability for negligence, copyright or trademark infringement or other claims based on the nature and content of materials that we may distribute;
 
  •  
competition for advertising revenue;
 
  •  
competition for the leisure and entertainment time and discretionary spending of subscribers or customers, which may intensify in part due to advances in technology and changes in consumer expectations and behavior;
 
  •  
disruption or failure of our networks, systems or technology as a result of computer viruses, “cyberattacks,” misappropriation of data or other malfeasance, as well as outages, natural disasters, terrorist attacks, accidental releases of information or similar events;
 
  •  
inability to obtain necessary hardware, software and operational support; and
 
  •  
reliance on third-party vendors or service providers.
Any of the foregoing could have an adverse impact on our business, financial condition and results of operations following a business combination.
We 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.
To the 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.
We do not have a specified maximum redemption threshold. The absence of such 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.
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 (i) cash consideration to be 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 submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed 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.
 
-39-
In order to 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.
In order to effectuate a business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements. For example, special purpose acquisition companies have amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated memorandum and articles of association requires a 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 amending our warrant agreement will require a vote of holders of at least 50% of the public warrants 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 then outstanding private placement warrants. In addition, our amended and restated memorandum and articles of association requires us to provide our public shareholders with the opportunity to redeem their public shares for cash if we propose an 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 an initial business combination within 24 months of 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. Such provision may be amended if approved by the affirmative vote of holders of at least
two-thirds
of our shares entitled to vote thereon who attend and vote at a general meeting. To the extent any of such amendments would be deemed to fundamentally change the nature of the securities offered through this registration statement, we would register, or seek an exemption from registration for, the affected securities. We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business combination.
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.
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 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.
Because we 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.
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.
 
-40-
We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take 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 make it more difficult to compare our performance with other public companies.
We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we 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 auditor internal controls 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 nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may 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 predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.
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
non-emerging
growth companies but any such an election to opt out is irrevocable. We have 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, we, 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 our 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.
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 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. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.
Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination.
Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on
Form 10-K
for the year ending December 31, 2022. Only in the event that 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. 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.
 
-41-
Because 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.
We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.
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.
We have been advised 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.
Provisions 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.
Our amended and restated memorandum and articles 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-
Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.
We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against 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 these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.
As the number of special 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.
In recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies have already entered into an initial business combination, and there are still many special purpose acquisition companies preparing for an initial public offering, as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be available to consummate an initial business combination.
In addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition for available 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.
We may engage the underwriter or one of its affiliates to provide additional services to us after our Initial Public Offering, which may include acting as financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. The underwriter is entitled to receive deferred commissions that will be released from the trust only on a completion of an initial business combination. These financial incentives may cause the underwriter to have potential conflicts of interest in rendering any such additional services to us after our Initial Public Offering, including, for example, in connection with the sourcing and consummation of an initial business combination.
We may engage the underwriter or one of its affiliates to provide additional services to us after our Initial Public Offering, including, for example, identifying potential targets, providing financial advisory services, acting as a placement agent in a private offering or arranging debt financing. We may pay the underwriter or its affiliates fair and reasonable fees or other compensation that would be determined at that time in an arm’s length negotiation. The underwriter is also entitled to receive deferred commissions that are conditioned on the completion of an initial business combination. The fact that the underwriter or its affiliates’ financial interests are tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of an initial business combination.
 
-43-
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.
We have identified a material weakness in our internal control over financial reporting related to our evaluation and review 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, 2021.
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 future, any 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 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.
We issued 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 equity and (2) the fair value of the liability of the public and private placement warrants will be remeasured and the change in the fair value of the liability will be recorded as other income (expense) in our income statement. For the twelve-month period ending December 31, 2021, we recorded $0 in other expense related to the excess fair value over purchase price of the Private Placement Warrants, and $9,066,277 in other income related to the change in fair value of 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-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.
 
-44-
Risks Relating to our Sponsor and Management Team
Past 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 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.
Involvement of members 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 of our 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.
We will consider a 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 business 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 risk factors. 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.
We are dependent upon our officers and directors and their loss could adversely affect our ability to operate.
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-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.
 
-45-
Our ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some 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.
Our key personnel may negotiate employment or 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 advantageous.
Our 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 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.
The role of 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.
We may have a 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.
 
-46-
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. This conflict of interest could have a negative impact on our ability to complete our initial business combination.
Our officers and 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 officers and directors 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.
We are, and 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.
In addition to the above, 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.
In addition, Dominik Richter, our Chairman and an investor in the sponsor, is subject to a
non-compete
with HelloFresh that prohibits Mr. Richter from engaging in certain competitive activities. Specifically, the
non-competition
covenant in Mr. Richter’s agreement with HelloFresh prohibits him from being working for any business, forming a business or participating in any way (other than through passive ownership of 2% or less of the outstanding voting securities) with any business in competition with HelloFresh.
We do not propose to make any acquisitions of businesses in competition with HelloFresh. As such, our prospects for an initial business combination may be limited by the
non-compete.
Further, any potential dispute regarding our business or Mr. Richter’s
non-competition
provisions could be time consuming, costly and distract management’s focus from locating suitable acquisition candidates and operating our business.
Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect personal or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, 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 types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.
 
-47-
Members of our 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 to us in connection with our initial business combination. In addition, our sponsor (or certain of its shareholders) will pay a fee of $1,500,000 in the event of a successful business combination, less (i) the amounts previously paid to our affiliate investment advisor 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. Our chief financial officer is the managing partner of our affiliate investment advisor. As a result, the personal and financial interests of our sponsor, officers, directors and advisors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders’ rights. However, we might not ultimately be successful in any claim we may make against them for such reason.
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.
In 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.
In 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.
While we are 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  
 
 
(1)
Funds held in trust account as of December 31, 2021. 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.
(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.
(3)
Represents the per share price paid by our sponsor for the founder shares. The sponsor’s total investment in us is equal to approximately $7,650,000, 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.
 
-48-
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, weaker-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.
Our letter agreement with our sponsor, officers, directors and advisors may be amended without shareholder approval.
Our letter agreement with our sponsor, officers, directors and advisors and our agreement with our anchor investors contains provisions relating to transfer restrictions of our founder shares and 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 amended without shareholder approval (although releasing our sponsor, officers, directors and advisors from the restriction not to transfer the founder shares for 180 days following the date of this prospectus will require the prior written consent of the underwriter). While we do not expect our board to approve any amendment to the letter agreement prior to our initial business combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreement. Any such amendments to the letter agreement would not require approval from our shareholders and may have an adverse effect on the value of an investment in our securities.
Risks Associated with Acquiring and Operating a Business in Foreign Countries
A 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.
A 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.
 
-49-
If we effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.
If 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 such 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.
If we pursue a target 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.
If we 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:
 
  •  
costs and difficulties inherent in managing cross-border business operations and complying with commercial and legal requirements of overseas markets;
 
  •  
rules and regulations regarding currency redemption;
 
  •  
complex corporate withholding taxes on individuals;
 
  •  
laws governing the manner in which future business combinations may be effected;
 
  •  
exchange listing and/or delisting requirements;
 
  •  
tariffs and trade barriers;
 
  •  
regulations related to customs and import/export matters;
 
  •  
local or regional economic policies and market conditions;
 
  •  
unexpected changes in regulatory requirements;
 
  •  
challenges in managing and staffing international operations;
 
  •  
longer payment cycles;
 
  •  
tax issues, such as tax law changes and variations in tax laws as compared to the United States;
 
  •  
currency fluctuations and exchange controls;
 
  •  
rates of inflation, price instability and interest rate fluctuations;
 
  •  
liquidity of domestic capital and lending markets;
 
  •  
challenges in collecting accounts receivable;
 
  •  
cultural and language differences;
 
  •  
employment regulations;
 
  •  
underdeveloped or unpredictable legal or regulatory systems;
 
  •  
corruption;
 
  •  
protection of intellectual property;
 
-50-
  •  
social unrest, natural disasters, crime, strikes, riots and civil disturbances;
 
  •  
epidemics and pandemics;
 
  •  
regime changes and political upheaval;
 
  •  
Different reporting requirements;
 
  •  
terrorist attacks and wars; and
 
  •  
deterioration of political relations with the United States.
We 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.
If our 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.
Following our initial 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 our initial business 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 economic, political 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 rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.
In the event that we acquire a
non-U.S.
target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business or, following consummation of our initial business combination, our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.
 
-51-
We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of
non-compliance.
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.
Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This 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 changes, we may be subject to penalty and our business may be harmed.
Risks Related to Our Securities
The market for our securities may be illiquid, which may adversely affect the price of our securities.
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.
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.
Prior to 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.
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.
Our sponsor owns 20% of our issued and outstanding ordinary shares. Accordingly, our sponsor may exert a 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 association. If our sponsor purchases any additional Class A ordinary shares in privately negotiated transactions, this would increase its control. Neither our sponsor nor, to our knowledge, any of our officers, directors or advisors have any current intention to purchase additional securities, other than as previously disclosed. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary shares. In addition, the founder shares, all of which are held by our initial shareholders, will, in a vote to continue the company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two thirds of the votes of all ordinary shares), entitle the holders to ten votes for every founder share. This provision of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by a majority of at least
two-thirds
of the ordinary shares voting in at our general meeting. Furthermore, our board of directors, whose members were appointed by our sponsor, is and will be divided into three classes, each of which will generally serve for a term of three years with only one class of directors being appointed in each year. We may not hold an annual general meeting to appoint new directors prior to the completion of our initial business combination, in which case all of the current directors will continue in office until at least the completion of the business combination. If there is an annual general meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for appointment and our sponsor, because of its ownership position, will have considerable influence regarding the outcome. Accordingly, our sponsor will continue to exert control at least until the completion of our initial business combination.
 
-52-
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.
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:
 
  •  
we have a board that includes a majority of “independent directors,” as defined under the rules of Nasdaq;
 
  •  
we have 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
 
  •  
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.
We do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of Nasdaq, subject to applicable
phase-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.
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.
Our warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the 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 jurisdiction shall be 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 the foregoing, these provisions of the warrant agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district 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 forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of 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.
This
choice-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.
 
-53-
We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $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.
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 the third trading day prior to proper notice of such redemption and
provided
that certain other conditions 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.
None of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees.
Our warrants may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.
As of December 31, 2021, 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 with our redemption of our warrants.
To the extent we issue ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business.
Because each unit contains
one-third
of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other special purpose acquisition companies.
Each unit contains
one-third
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.
 
 
-54-
We may amend the terms of 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.
Our warrants have been issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correcting any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set 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 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 holders of at 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.
A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.
If (i) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per Class A ordinary share, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (iii) the Market Value of our Class A ordinary shares is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. This may make it more difficult for us to consummate an initial business combination with a target business.
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.
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.
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).
 
-55-
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.
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.
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.
The warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you do not have any information regarding such other security at this time.
In certain situations, including if we are not the surviving entity in our initial business combination, the warrants may become exercisable for a security other than the Class A ordinary shares. As a result, if the surviving company redeems your warrants for securities pursuant to the warrant agreement, you may receive a security in a company about which you do not have information at this time. Pursuant to the warrant agreement, the surviving company will be required to use commercially reasonable efforts to register the issuance of the security underlying the warrants within 20 business days of the closing of an initial business combination.
 
-56-
Unlike some other similarly structured special purpose acquisition companies, our sponsor will receive additional Class A ordinary shares if we issue certain shares to consummate an initial business combination.
The founder shares will automatically convert into Class A ordinary shares at the time of the consummation of our initial business combination, or earlier at the option of the holder, on a
one-for-one
basis, subject to adjustment for share
sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all founder shares (including those granted to our anchor investors by our sponsor at the time of the initial business combination) will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of founder shares will never occur on a less than
one-for-one
basis.
The provisions of 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.
Our amended and restated memorandum and articles of association provide that any of its provisions related to
pre-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.
 
ITEM 1B.
UNRESOLVED STAFF COMMENTS.
None.
 
-57-
ITEM 2.
PROPERTIES.
We currently utilize office space at Unter den Linden 21, 10117 Berlin, Germany from our sponsor and the members of our management team as our executive offices. We pay our sponsor $15,000 per month from funds held outside the trust account, which is paid to our affiliate investment advisor for identifying, investigating and completing an initial business combination. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. We consider our current office space adequate for our current operations.
 
ITEM 3.
LEGAL PROCEEDINGS.
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.
 
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
 
-58-
PART II
 
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information
Our units trade on Nasdaq under the symbol “TIOAU”, our Class A ordinary shares trade on Nasdaq under the symbol “TIOA” and our public warrants trade on Nasdaq under the symbol “TIOAW”.
Holders
As of March 30, 2022, there was 1 holder of record of our units, 1 holder of record of our Class A ordinary shares, 1 holder of record of our Class B ordinary shares and 2 holders of record of our warrants.
Dividends
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.
Securities Authorized for Issuance Under Equity Compensation Plans
None.
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-K.
 
ITEM 6.
SELECTED FINANCIAL DATA.
Not applicable.
 
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
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.
 
-59-
Cautionary Note Regarding Forward-Looking Statements
This Annual Report includes “forward-looking 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, are forward-looking 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.
Overview
We are a blank check company incorporated on February 8, 2021 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. While we may pursue an initial Business Combination target in any industry or region, we currently intend to focus on technology-enabled businesses in Europe. We intend to effectuate our initial Business Combination using cash from the proceeds of our Initial Public Offering and the private placement of the Private Placement Warrants, the proceeds of the sale of our shares in connection with our initial Business Combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.
We have neither engaged in any operations nor generated any revenues to date. Our entire activity since inception has been to prepare for our Initial Public Offering, which was consummated on April 12, 2021 and, after the Initial Public Offering, identifying a target company for a Business Combination.
Liquidity and Capital Resources
On April 12, 2021, the Company consummated its Initial Public Offering of 30,000,000 Units. 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. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 5,083,333 at a price of $1.50 per Private Placement Warrant, generating total proceeds of $7,625,000.
Following the Initial Public Offering and the sale of the Private Placement Warrants, a total of $345,000,000 was placed in the Trust Account. We incurred $15,383,343 in offering costs, consisting of $5,400,000 of underwriting discount, $9,450,000 of deferred underwriting discount, and $533,343 of other offering costs, of which $749,481 was allocated to warrants and charged to expense.
At December 31, 2021, we had marketable securities held in the Trust Account of $ 345,017,891. 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.
At December 31, 2021, we had cash of $763,789 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.
 
-60-
In order to fund working capital deficiencies or finance transaction costs in connection with an initial Business Combination, our sponsor, officers, directors, or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete our initial Business Combination, we would repay such loaned amounts. In the event that the initial Business Combination does not close, we may use a portion of the working capital 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.
Prior to the completion of the initial Business Combination, the Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does 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 the Company’s Trust Account. If we are unable to 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.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception through December 31, 2021 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-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.
For the period from February 8, 2021 (inception) through December 31, 2021, we had net income of $7,222,425, which consisted of $17,891 of income earned on investments held in the Trust Account and unrealized gains on the fair value of warrant liabilities of $9,066,277, offset by operating costs of $1,112,262 and offering costs allocated to warrants of $749,481.
Critical Accounting Policies
The preparation of 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:
Class A Ordinary Shares Subject to Possible Redemption
We account for our ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to 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 control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of our balance sheets.
 
-61-
Net Income Per Ordinary Share
We apply
the two-class method
in calculating earnings per share. Ordinary shares subject to possible redemption which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. Our net income is adjusted for the portion of income that is attributable to ordinary shares subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not our income or losses.
Derivative Financial 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 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.
Recent Accounting Standards
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update
(“ASU”) 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)
(“ASU 2020-06”)
to simplify accounting for certain financial instruments. ASU
2020-06
eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.
ASU 2020-06 amends
the diluted earnings per share guidance, including the requirement to use
the if-converted method
for all convertible instruments.
ASU 2020-06 is
effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that
ASU 2020-06 would
have on its financial position, results of operations or cash flows.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.
Off-Balance Sheet
Arrangements
As of December 31, 2021, we did not have
any off-balance sheet
arrangements as defined in Item 303(a)(4)(ii) of
Regulation S-K.
Commitments and Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities as of December 31, 2021.
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.
JOBS Act
The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required
for non-emerging growth
companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
 
 
-62-
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-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.
 
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller 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, 2021, 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 have not engaged in any hedging activities since our inception, and we do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.
 
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
This information appears following Item 15 of this Report and is included herein by reference.
 
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
 
ITEM 9A.
CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
As required by Rules
13a-15
and
15d-15
under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2021, due to the previous material weakness in our internal control over financial reporting described in Item 4. Controls and Procedures included in our Quarterly Reports on Form
10-Q
as filed with the SEC on October 25, 2021 and November 22, 2021, and due to the restatement of our April 12, 2021 financial statement and unaudited condensed financial statements as of and for the period ended June 30, 2021, included in the Company’s Form
10-Q
for the quarterly period ended June 30, 2021, in each case regarding the classification of redeemable Class A Shares, as described below, which each constitute a material weakness in our internal control over financial reporting as it relates to accounting for complex financial instruments. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Annual Report on Form
10-K
present fairly in all material respects our financial position, results of operations and cash flows for the period presented.
 
 
-63-
Regarding the restatements to the balance sheet included on the Company’s Form
8-K
and the unaudited condensed financial statements as of and for the period ended June 30, 2021, included in the Company’s Form
10-Q
for the quarterly period ended June 30, 2021, this was necessitated by the fact that the Company’s shares are complex financial instruments with certain redemption provisions not solely within the control of the Company and thus require Class A ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of the Class A ordinary shares subject to redemption in permanent equity. The Company revised its financial statement to classify all Class A ordinary shares subject to redemption as temporary equity and any related impact, as the threshold in its charter would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside of permanent equity.
It is noted that the
non-cash
adjustments to the financial statement do not impact the amounts previously reported for our cash and cash equivalents or total assets. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles.
Management’s report on internal control over financial reporting
This Annual Report on Form
10-K
does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules
13a-15(f)
and
15d-15(f)
of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. In light of the material weakness described above, our personnel and third-party professionals with whom we consult regarding complex accounting applications continue to perform additional analyses as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. We plan to continue to enhance our system of evaluating and implementing the accounting standards that apply to our financial statements. We can offer no assurance that our remediation plan will ultimately have the intended effects.
 
ITEM 9B.
OTHER INFORMATION.
None.
 
-64-
PART III
 
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Officers and Directors
Our officers and directors are as follows:
 
Name
   
Age
   
Position
Dominik Richter    37    Chairman, Director
Roman Kirsch    34    Chief Executive Officer, Director
Spyro Korsanos    49    Chief Financial Officer
Manuel Stotz    38    Director
Jonathan Teklu    35    Director
Jeronimo Folgueira    40    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-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 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.
Roman Kirsch
has been our Chief Executive Officer and a member of 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.
Spyro Korsanos
has been our Chief Financial Officer since February 2021 and is the managing partner of our affiliate investment advisor. He also serves as a board observer. Mr. 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 affiliate investment advisor. Fuse focuses on direct venture capital and growth investments in the European 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 certain businesses on behalf of Delivery Hero, which represent a significant portion of Delivery Hero’s revenues today. From 2015 to 2020, Mr. Korsanos served as a founding partner of, and founding member of the Investment Advisory Committee of, Global Founders Capital (“GFC”). In such capacity, he reviewed and approved more than 300 technology investments from two of GFC’s Luxembourg-based global Internet technology funds, which were the largest Internet venture funds in Europe at the time of their close. Investments covered all funding stages from
pre-seed
to late-stage funding across multiple continents. Mr. Korsanos was recognized as a “TMT 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 Laws and a Bachelor of Economics degrees from the University of Sydney.
 
 
-65-
Manuel Stotz
has served as a director since April 2021. Mr. Stotz is the founder, Chief Executive Officer and portfolio manager of Kingsway Capital, a London-based investment firm founded in 2015, focused on long-term investments in high-quality franchises in branded consumer goods and consumer internet, in both frontier 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 London School of Economics. 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.
Jonathan Teklu
has served as a director since April 2021. Mr. Teklu is an experienced entrepreneur 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 Holtzbrinck 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 leading European early-stage venture fund, 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 Folgueira
is the Chief Executive Officer and a member of the board of directors of Deezer SA. Mr. Folgueira also has served as a director since April 2021. Mr. Folgueira served as Chief Executive Officer of Spark Networks SE (NYSE: 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 November 2017. Before joining Spark Networks SE, he held 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, Senior Strategy Executive at RTL Group from 2008 to 2011 and founder and chief executive officer of Helppy Media Spain from 2010 to 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 Navarra, Spain.
Number and Terms of Office of Officers and Directors
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-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.
Prior to the completion of 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.
 
-66-
Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association.
Director Independence
The rules of Nasdaq require that a majority of our 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 of the Board of Directors
Our board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Both our audit committee and our compensation committee are composed solely of independent directors. Subject to
phase-in
rules, the rules of Nasdaq and Rule
10A-3
under the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, 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 Committee
We have established an audit committee of the board of directors. Messrs. Stotz, Teklu and Folgueira serve as members of our 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 member of the audit committee is financially literate and our board of directors has determined that Mr. Folgueira qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.
We adopted an audit committee charter, which details the principal functions of the audit committee, including:
 
  •  
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-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-control 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;
 
-67-
  •  
meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of
Regulation S-K
promulgated by the SEC prior to us entering into such transaction; and
 
  •  
reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.
Compensation Committee
We have established a compensation committee of the board of directors. Messrs. Teklu and Folgueira serve as members of our compensation committee and Mr. Teklu chairs the compensation committee. Under Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Each of Messrs. Teklu and Folgueira is independent.
We adopted a compensation committee charter, which details the principal functions of the compensation committee, including:
 
  •  
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;
 
  •  
reviewing and making recommendations to our board of 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;
 
  •  
reviewing our executive compensation policies and plans;
 
  •  
implementing and administering our incentive compensation equity-based remuneration plans;
 
  •  
assisting management in complying with our proxy statement and annual report disclosure requirements;
 
  •  
approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;
 
  •  
producing a report on executive compensation to be included in our annual proxy statement; and
 
  •  
reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
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-rata 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.
 
-68-
The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.
Nominating and Corporate Governance Committee
We established a nominating and corporate governance committee of the board of directors. The members of our nominating and corporate governance are Messrs. Stotz, Teklu and Folgueira and Mr. Stotz serves as chair of the nominating and corporate governance committee.
We adopted a nominating and corporate governance committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including:
 
  •  
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 nomination for appointment at the annual general meeting or to fill vacancies on the board of directors;
 
  •  
developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;
 
  •  
coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and
 
  •  
reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.
The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, 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 have 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 board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior 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 Committee Interlocks and Insider Participation
None of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors.
Code of Business Conduct and Ethics
We adopted a Code of Business Conduct and Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Business Conduct and Ethics as an exhibit to our registration statement on Form
S-1
(Registration
No. 333-253369),
which was declared effective by the SEC on April 7, 2021. You can review this document by accessing our public filings at the SEC’s web site at
www.sec.gov
. In addition, a copy of the Code of Business Conduct and Ethics and the charters of the committees of our board of directors will be provided without charge upon request from us. If we make any amendments to our Code of Business Conduct and Ethics other than technical, administrative or other
non-substantive
amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this prospectus or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.
 
-69-
Limitation on Liability and Indemnification of Officers and Directors
Cayman Islands law does not limit the extent to which a company’s memorandum and articles of 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.
Except with respect to any public shares they may acquire following our Initial Public Offering (in the event we do not consummate an initial business combination), our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising 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 be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.
Our indemnification obligations 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.
We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.
 
ITEM 11.
EXECUTIVE COMPENSATION.
Officer and Director Compensation
None of our officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities were first listed on Nasdaq 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, 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 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.
 
-70-
After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.
We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.
 
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS.
The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 30, 2022, by:
 
  •  
each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;
 
  •  
each of our officers and directors; and
 
  •  
all our officers and directors as a group.
The following table is based on 43,125,000 ordinary shares of outstanding at March 30, 2022, 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-K.
 
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 % 
Dominik Richter
      —         —    
Roman Kirsch
      —         —    
Spyro Korsanos
      —         —    
Manuel Stotz
      —         —    
Jonathan Teklu
      —         —    
Jeronimo Folgueira
      —         —    
All officers and directors as a group (6 individuals)
      —         —    
 
*
Less than one percent.
(1)
Unless otherwise noted, the business address of each of the following is c/o Tio Tech SPAC Holdings GmbH, Unter den Linden 21, 10117 Berlin, Germany.
(2)
Interests shown consist solely of founder shares, classified as Class B ordinary shares. As described in our registration statement on Form
S-1
(File
No. 333-253369),
the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our 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.
(3)
Tio Tech SPAC Holdings GmbH is the record holder of the shares reported herein. The three managing directors of Tio Tech SPAC Holdings GmbH 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 Tio Tech SPAC Holdings GmbH.
(4)
683 Capital Partners, LP is the record holder of the shares reported herein. 683 Capital Management, LLC is the investment manager of 683 Capital Partners, LP. Mr. Zweiman is the managing member of 683 Capital Management, LLC and thus is deemed to beneficially own the shares held by 683 Capital Partners, LP. The business address for Mr. Zweiman is 3 Columbus Circle, Suite 2205, New York, NY 10019.
(5)
Steadview Capital Management LLC is the record holder of the shares reported herein. Mr. Mehta serves as Managing Director of Steadview Capital Management LLC and thus is deemed to beneficially own the shares held by Steadview Capital Management LLC. The business address for Mr. Mehta is 30 Berkeley Square, 6th Floor, London, United Kingdom, W1J 6EX.
 
-71-
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
On February 10, 2021, our sponsor paid $25,000 to cover certain of our offering costs in consideration for 8,625,000 Class B ordinary shares. Additionally, upon consummation of our initial business combination, our sponsor will transfer up to an aggregate of 255,555 of the founder shares held by our sponsor at the time of the initial business combination to our anchor investors. The founder shares (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 the earlier to occur of (i) one year after the initial business combination or (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share
sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading
day period commencing at least 150 days after the initial Business Combination, the founder shares will be released from the lockup.
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.
 
-72-
If any of 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 currently maintain our executive offices at Unter den Linden 21, 10117 Berlin, Germany. We currently pay our sponsor $15,000 per month from funds held outside the trust account for up to 24 months, which will be paid to our affiliate investment advisor for identifying, investigating and completing an initial business combination. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. We consider our current office space adequate for our current operations.
Commencing 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 paid to our 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 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 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.
In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a
non-interest
basis. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital 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. 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 loans. 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.
Any of the foregoing payments to our sponsor, repayments of loans from our sponsor or repayments of working capital loans prior to our initial business combination will be made using funds held outside the trust account.
After 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 our shareholders, to the extent then known, in the 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 director compensation.
 
 
-73-
We have entered into a registration rights agreement. The holders of the (i) founder shares, which were issued in a private placement prior to the closing of our Initial Public Offering, (ii) private placement warrants, which were issued in a private placement simultaneously with the closing of our Initial Public Offering and 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 Party Transactions Policy
The 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 be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) 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 directors, nominees 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 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES.
The firm of Marcum LLP acts as our independent registered public accounting firm. The following is a summary of fees paid to Marcum LLP for services rendered.
Audit Fees
. During the period from February 8, 2021 (inception) through December 31, 2021, fees for our independent registered public accounting firm were approximately $160,576 for the services Marcum LLP performed in connection with our Initial Public Offering, Forms
10-Q
for the respective period and the audit of our December 31, 2021 financial statements included in this Annual Report on Form
10-K.
 
-74-
Audit-Related Fees.
During 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 the audit or review of financial statements.
Tax Fees
. During the period from February 8, 2021 (inception) through December 31, 2021, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning.
All Other Fees
. During the period from February 8, 2021 (inception) through December 31, 2021, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.
Pre-Approval
Policy
Our 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 a going-forward basis, the audit 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).
 
-75-
PART IV
 
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following documents are filed as part of this Form
10-K:
(1) Financial Statements:
 
    
F-2
  
Financial Statements:
   
    
F-3
  
    
F-4
  
    
F-5
  
    
F-6
  
    
F-7 to F-20
  
(2) Financial Statement Schedules:
None
(3) Exhibits
We hereby file as part of this 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.
 
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)
 
-76-
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 and 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 and 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).
 
*
Filed herewith.
**
Furnished herewith
(1)
Previously filed as an exhibit to our Current Report on Form
8-K
filed on April 12, 2021 (File
No. 001-40317)
and incorporated by reference herein.
 
ITEM 16.
FORM
10-K
SUMMARY.
None.
 
-77-
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
Tio Tech A
Opinion on the Financial Statements
We have audited the accompanying sheet of Tio Tech A (the “Company”) as of December 31, 2021, the related statements of operations, changes in shareholders’ deficit and cash flows for the period from February 8, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the period from February 8, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph - Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements, the Company’s business plan is dependent on the completion of a business combination and the Company’s cash and working capital as of December 31, 2021 are not sufficient to complete its planned activities for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit 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 audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Marcum LLP
We have served as the Company’s auditor since 2021.
Costa Mesa, CA
March 30, 2022
 
F-2
TIO TECH A
BALANCE SHEET
DECEMBER 31, 2021
 
Assets
         
Current Assets:
         
Cash
    $ 763,789  
Prepaid expenses
      250,593  
    
 
 
  
Total current assets
      1,014,382  
Prepaid expenses
- non-current
      62,223  
Investments held in Trust Account
      345,017,891  
    
 
 
  
Total assets
    $ 346,094,496  
    
 
 
  
Liabilities, Class A ordinary shares subject to possible redemption and Shareholders’ Deficit
         
Current liabilities:
         
Accounts payable and accrued expenses
    $ 315,731  
Due to related party
      156,479  
    
 
 
  
Total current liabilities
      472,210  
Warrant liabilities
      15,080,809  
Deferred Underwriters’ discount
      9,450,000  
    
 
 
  
Total liabilities
      25,003,019  
    
 
 
  
Commitments and contingencies
         
Class A ordinary shares subject to possible redemption, 34,500,000 shares at redemption value as of December 31, 2021
      345,000,000  
Shareholders’ Deficit:
         
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
      —    
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) as of December 31, 2021
      —    
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized 8,625,000 shares issued and outstanding
      863  
Additional paid-in
capital
      —    
Accumulated deficit
      (23,909,386 ) 
    
 
 
  
Total shareholders’ deficit
      (23,908,523 ) 
    
 
 
  
Total Liabilities, Class A ordinary shares subject to possible redemption and Shareholders’ Deficit
    $ 346,094,496  
    
 
 
  
          
The accompanying notes are an integral part of these financial statements.
 
F-3
TIO TECH A
STATEMENT OF OPERATIONS FOR THE PERIOD FROM FEBRUARY 8, 2021 (INCEPTION)
THROUGH DECEMBER 31, 2021
 
Formation and operating costs
    $ 1,112,262  
    
 
 
  
Loss from operations
      (1,112,262 ) 
Other income (expense)
         
Income on marketable securities held in trust
      17,891  
Change in fair value of warrant liabilities
      9,066,277  
Offering cost allocated to warrants
      (749,481 ) 
    
 
 
  
Total other income
      8,334,687  
    
 
 
  
Net income
    $ 7,222,425  
    
 
 
  
Weighted average Class A ordinary shares subject to possible redemption outstanding, basic and diluted
      34,448,864  
    
 
 
  
Basic and diluted net income per ordinary share subject to possible redemption
    $ 0.17  
    
 
 
  
Weighted
average non-redeemable Class A
and Class B ordinary shares outstanding
      8,403,462  
    
 
 
  
Basic and diluted net income
per non-redeemable ordinary
share
    $ 0.17  
    
 
 
  
The accompanying notes are an integral part of these financial statements.
 
F-4
TIO TECH A
STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
 
    
Ordinary Shares
     
Additional

Paid-In

Capital
    
Accumulated

Deficit
    
Total

Shareholders’

Deficit
  
    
Class A
     
Class B
  
    
Shares
     
Amount
     
Shares
     
Amount
  
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
) 
    
 
 
     
 
 
     
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
The accompanying notes are an integral part of these financial statements.
 
F-5
TIO TECH A
STATEMENT OF CASH FLOWS
FOR THE PERIOD FEBRUARY 8, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021
 
Cash flows from operating activities:
         
Net income
    $ 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
      (17,891 ) 
Offering costs allocated to warrants
      749,481  
Change in fair value of warrant liabilities
      (9,066,277 ) 
Changes in operating assets and liabilities:
         
Prepaid assets
      (312,816 ) 
Accounts payable and accrued expenses
      315,731  
Due to related party
      156,479  
    
 
 
  
Net cash used in operating activities
      (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
      763,789  
Cash, beginning of the period
      —    
    
 
 
  
Cash, end of the period
    $ 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
    $ 31,197,550  
    
 
 
  
Deferred underwriting commissions charged to additional paid in capital
    $ 9,450,000  
    
 
 
  
The accompanying notes are an integral part of these financial statements.
 
F-6
TIO TECH A
NOTES TO FINANCIAL STATEMENTS
Note 1 — Organization and Business Operations
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, 2021, the Company had not commenced any operations. All activity through December 31, 2021 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-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 45-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 3. Each Unit consists of one Class A ordinary share and
one-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.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 5,083,333 warrants (the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant, in 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 4.
Transaction costs of the Initial Public Offering amounted to $15,383,343 consisting of $5,400,000 of underwriting discount, $9,450,000 of deferred underwriting discount, and $533,343 of other offering costs, of which $749,481 were allocated to warrants and charged to 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-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.
The Company’s management has broad discretion with respect to the specific application of 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.
 
F-7
The Company will provide holders (the “Public Shareholders”) of its Class A ordinary shares sold in the Initial Public Offering (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share).
The 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.”
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 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.
The Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, 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, including liabilities under the Securities Act of 1933, 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 possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent 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-transaction 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.
 
F-8
Risks and Uncertainties
Management continues to evaluate the impact of
the COVID-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.
Liquidity and Capital Resources
As of December 31 2021, the Company had
 
approximately
$763,789 in its operating bank account and working capital of $542,172.
Going Concern
The Company anticipates that the $763,789 outside of the Trust Account as of December 31, 2021, 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 any additional Working Capital Loans (as defined in Note 5) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination.
The Company can raise additional capital through Working Capital Loans from the initial stockholders, the Company’s officers, directors, or their respective affiliates (which is 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 reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements.
Note 2— Significant Accounting Policies Basis of Presentation
The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in 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 auditor 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 shareholder 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 Securities Exchange Act of 1934, as amended (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 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
Use of Estimates
The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions 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 and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2021, the Company had $763,789 in cash and no cash equivalents.
Investments Held in Trust Account
At December 31, 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, 2021, the Company did not withdraw any of the interest income from the Trust Account.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of 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, 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 Costs Associated with the Initial Public Offering
The Company complies with the requirements of
ASC 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, 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 Ordinary Shares Subject to Possible Redemption
The Company accounts 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 features 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,
 
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.
 
F-10
As of December 31, 2021, the Class A Common Stock reflected in the balance sheet is reconciled in the following table:
 
Gross Proceeds
    $ 345,000,000  
Less:
         
Proceeds allocated to public warrants
      (16,563,688 ) 
Issuance costs related to Class A common stock
      (14,633,862 ) 
Plus:
         
Accretion of carrying value to redemption value
      31,197,550  
    
 
 
  
Contingently redeemable Class A common stock
    $ 345,000,000  
Income Taxes
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 than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income Per Ordinary Share
The Company applies the
two-class
method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class 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 IPO 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. Accretion 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.
 
F-11
    
For the

Period from
February 8,
2021
(inception) to

December 31,

2021
  
Class A ordinary shares subject to possible redemption
         
Numerator:
         
Net income allocable to Class A ordinary shares subject to possible redemption
    $ 5,806,087  
Denominator:
         
Weighted Average Redeemable Class A ordinary shares, Basic and Diluted
      34,448,864  
    
 
 
  
Basic and Diluted net income per share, Redeemable Class A Ordinary shares
    $ 0.17  
    
 
 
  
Class A and
Class B non-redeemable
ordinary shares
         
Numerator:
         
Net income allocable to Class B ordinary shares not subject to redemption
    $ 1,416,338  
Denominator:
         
Weighted
Average Non-Redeemable Ordinary
shares, Basic and Diluted
      8,403,462  
    
 
 
  
Basic and diluted net income per share, ordinary shares
    $ 0.17  
    
 
 
  
          
Derivative Financial 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
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 sheet as current
or non-current based
on whether or
not net-cash settlement
or conversion of the instrument could be required within 12 months of the balance sheet date.
FASB
ASC 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.
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 non-financial assets
and liabilities that
are re-measured and
reported at fair value at least annually.
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
 
Level 1 —
    Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
 
Level 2 —
    Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.
 
Level 3 —
    Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
 
F-12
Recent Accounting Standards
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update
(“ASU”) 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)
(“ASU
2020-06”)
to simplify accounting for certain financial instruments.
ASU 2020-06 eliminates
the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.
ASU 2020-06 amends
the diluted earnings per share guidance, including the requirement to use
the if-converted method
for all convertible instruments.
ASU 2020-06 is
effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that
ASU 2020-06 would
have on its financial position, results of operations or cash flows.
Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
Note 3 — Initial Public Offering
The Company consummated its Initial Public Offering of 30,000,000 Units on April 12, 2021. Each Unit consists of one Class A ordinary share, $0.0001 par value per share
and one-third of
one redeemable warrant to purchase one Class A ordinary share. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $300,000,000.
The Company granted the Underwriters in the Initial Public Offering
a 45-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. The exercise of the over-allotment, generated an aggregate of gross proceeds of $45,000,000, and incurred $900,000 in cash underwriting fees. The Company’s previously issued balance sheet as of April 12, 2021 on
Form 8-K should
no longer be relied upon. As such, the Company has adjusted its balance sheet as of April 12, 2021 on
Form 8-K filed
on April 26, 2021.
Upon closing of the Initial Public Offering and the sale of the Over-Allotment Units, a total of $345,000,000 ($10.00 per Unit) was placed in a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee.
Note 4 — Private Placement
Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,083,333 Private Placement Warrants at a price of $1.50 per warrant ($7,625,000 in the aggregate), each Private Placement Warrant is exercisable to purchase one share of Class A ordinary shares at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from our Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.
Private Placement Warrants
The Private Placement Warrants will be identical to the warrants sold as part of the Units in the Initial Public Offering except that the Private Placement Warrants, so long as they are held by the initial shareholders or their respective permitted transferees, (i) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination, subject to certain exceptions, (ii) will not be redeemable by the Company, (iii) may be exercised on a cashless basis, and (iv) will be entitled to registration rights.
If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units being sold in the Initial Public Offering.
 
F-13
Note 5 — Related Party Transactions
Founder Shares
On February 10, 2021, the Company issued 8,625,000 Founder Shares for an aggregate purchase price of $25,000. Up to 1,125,000 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the Underwriter’s over-allotment option is exercised. On April 15, 2021, the Underwriter’s over-allotment option was exercised in full, and the Founder Shares are no longer subject to forfeiture
The Sponsor and certain qualified institutional investors (the “Anchor Investors”) have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for
share sub-divisions, share
capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading day
period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lockup.
Anchor Investor Agreements
The Company’s Anchor Investors purchased an aggregate of $23,000,000 of Units in the Company’s Initial Public Offering. On February 18, 2021, the Company, the Sponsor and the Anchor Investors entered into agreements (the “Anchor Investor Agreements”), pursuant to which upon consummation of the Company’s initial Business Combination, the Sponsor will grant an aggregate of 255,555 of the Founder Shares it holds at the time of the initial Business Combination to the Anchor Investors for no additional consideration. The Anchor Investors have agreed that if they beneficially hold less than the required number of shares per the Anchor Investor Agreements upon consummation of the Company’s initial Business Combination, then they will not be granted any Founder Shares in connection with their expression of interest. In addition, in the event that the Company’s Anchor Investors purchase Units (either in the Initial Public Offering or after) and vote their public shares in favor of the Company’s initial Business Combination, it is possible that no votes from public stockholders would be required to approve the Company’s initial Business Combination, depending on the number of shares that are present at the meeting to approve such transaction.
Due to Related Party
As of December 31, 2021, this balance is comprised of $156,479 
incurred pursuant to the Administrative Service Fee agreement discussed below.
Promissory Note — Related Party
On February 9, 2021, the Company issued a promissory note (the “Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note
is non-interest bearing
and payable on the earlier of (i) December 31, 2021 or (ii) the Initial Public Offering. As of December 31, 2021, there are no borrowings outstanding under the Note.
Working Capital Loans
In order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital 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. Such warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of the initial Business Combination, the Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does 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 the Company’s Trust Account. As of December 31, 2021, the Company had no borrowings under any Working Capital Loans
 
 
F-14
Administrative Service Fee
Commencing on the consummation of the Offering, the Company has agreed to pay the Sponsor a total of $15,000 per month from funds held outside the Trust Account for up to 24 months, which will be paid to the Company’s affiliate investment advisor for identifying, investigating and completing an initial Business Combination. The Sponsor or certain of its shareholders will also pay $35,000 per month to the Company’s 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 the Company 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. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of December 31, 2021,
 $131,500 had been incurred, all of which was outstanding and included in accrued costs and expenses.
Note 6 — Commitments and Contingencies Registration Rights
The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the Initial Public Offering, (ii) Private Placement Warrants, which were issued in a private placement simultaneously with the closing of the Initial Public Offering and 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 the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the Underwriter
a 45-day option
from the date of the final prospectus relating to the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On April 15, 2021, the Underwriter’s over-allotment option was exercised in full.
The Underwriter received an underwriting discount of $0.20 per unit, or $5.4 million in the aggregate upon the closing of the Initial Public Offering and the settlement of the over-allotment option. In addition, $0.35 per unit, or approximately $9.45 million in the aggregate will be payable to the Underwriter for deferred underwriting commissions. The deferred fee will become payable to the Underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The Underwriter did not receive any underwriting discounts or commissions on an aggregate of $75,000,000 of Units purchased by the Anchor Investors or other investors that expressed an interest in purchasing Units in our Initial Public Offering.
 
F-15
Note 7 — Warrants
As of December 31, 2021, the Company had 16,583,333 outstanding warrants (11,500,000 Public Warrants and 5,083,333 Private Placement Warrants). The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement registering the sale, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the transfer of Class A ordinary shares issuable upon exercise of the warrants is not effective by the 90th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s 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 a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain an effective registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify for sale the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price for a warrant by surrendering each such warrant for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361 shares per whole warrant. The “fair market value” shall mean the VWAP (as defined below) of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. “VWAP” per share of the Company’s Class A ordinary shares on any trading day means the per share volume weighted average price as displayed under the heading Bloomberg VWAP on the Bloomberg (or, if Bloomberg ceases to publish such price, any successor service reasonably chosen by the company) page “VAP” (or its equivalent successor if such page is not available) in respect of the period from the open of trading on the relevant trading day until the close of trading on such trading day (or if such volume-weighted average price is unavailable, the market price of one Class A ordinary share on such trading day determined, using a volume weighted average method, by an independent financial advisor retained for such purpose by the company). “VWAP” for a period of multiple trading days means the volume-weighted average of the respective VWAPs for the trading days in such period.
In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.
Once the warrants become exercisable, the Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants):
 
  •  
in whole and not in part;
 
  •  
at a price of $0.01 per warrant;
 
  •  
upon a minimum of 30 days’ prior written notice of redemption; and
 
  •  
if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within
a 30-trading day
period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
 
F-16
In addition, once the warrants become exercisable, the Company may call the warrants for redemption:
 
  •  
in whole and not in part;
 
  •  
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares;
 
  •  
if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within
the 30-trading day
period ending three trading days before the Company sends the notice of redemption to the warrant holders; and
 
  •  
if the closing price of the Class A ordinary shares for any 20 trading days within
a 30-trading day
period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
The “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume-weighted average price of the Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).
If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company does not complete the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
The Company has accounted for the 16,583,333 warrants issued in connection with the Initial Public Offering and Private Placement in accordance with the guidance contained in FASB
ASC 815-40. Such
guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.
The warrant agreement contains an alternative issuance provision that if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Class A ordinary shares (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by shareholders of the Company as provided for in the Charter or as a result of the redemption of Class A ordinary shares by the Company if a proposed initial Business Combination is presented to the shareholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning
of Rule 13d-5(b)(1) under the
Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of
Rule 12b-2 under the
Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning
of Rule 13d-3 under the
Exchange Act (or any successor rule)) more than 50% of the outstanding Class A ordinary shares, the holder of a warrant shall be entitled to receive as the alternative issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Class A ordinary shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for and further, if less than 70% of the consideration receivable by the holders of the Class A ordinary shares in the Business Combination is payable in the form of common equity in the successor entity, and if the holders of the warrants properly exercises the warrants within thirty days following the public disclosure of the consummation of Business Combination by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus(ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of the Class A ordinary shares consists exclusively of cash, the amount of such cash per Class A ordinary shares, and (ii) in all other cases, the volume weighted average price of the Class A ordinary shares as reported during
the ten-trading day
period ending on the trading day prior to the effective date of the Business Combination.
 
 
F-17
The guidance contained in
ASC 815-40 provides
that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability due to the existence of provisions whereby adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of
a “fixed-for-fixed” option
and the existence of the potential for net cash settlement for the warrant holders (but not all shareholders) in the event of a tender offer.
The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of Initial Public Offering. Accordingly, the Company has classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject
to re-measurement at
each balance sheet date. With each
such re-measurement, the
warrant liabilities will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.
Note 8 —  Fair Value of Financial Instruments
The Company’s warrant liabilities were initially valued as of April 12, 2021, the date of the IPO. As of that date, the over-allotment option had not yet been exercised and the funds in the Trust Account were all in cash and not yet invested. On April 15, 2021, the underwriters exercised their over-allotment option in full which contributed an additional 1,500,000 Public warrants.
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
 
    
December 31,
2021
     
Quoted
Priced in

Active

Markets

(Level 1)
     
Significant
Other
Observable
Inputs
Observable
Inputs
(Level 2)
     
Significant
Other
Unobservable
Inputs

(Level 3)
  
Assets:
                                    
U.S. Treasury Securities held in Trust Account
    $ 345,017,891      $ 345,017,891        —        $  —    
Liabilities:
                                    
Public warrant liabilities, including over-allotment
      10,453,500        10,453,500        —          —    
Private warrant liabilities
      4,627,309        —          —          4,627,309  
    
 
 
     
 
 
     
 
 
     
 
 
  
Warrant liabilities
    $ 15,080,809      $ 10,453,500        —        $ 4,627,309  
    
 
 
     
 
 
     
 
 
     
 
 
  
The Company initially utilized the trading value of the public warrants and a Monte Carlo simulation model to value the private placement warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liabilities was initially determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S.
Treasury zero-coupon yield
curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.
 
F-18
The following table provides quantitative information regarding Level 3 fair value measurements:
 
          
April 12, 2021
  
    
December 31,
    
(Initial
  
    
2021
    
Measurement)
  
Share price
    $ 9.74     $ 9.51  
Strike price
    $ 11.50     $ 11.50  
Term (in years)
      5.85       6.09  
Volatility
      14.4 %      24.4 % 
Risk-free rate
      1.34 %      1.14 % 
There were transfers into or out of Level 3 during the period from February 8, 2021 (inception) through December 31, 2021.
The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the liabilities classified as Level 3:
 
    
Warrant

Liability
  
Fair value at December 31, 2020
    $ —    
Initial value of public and private warrant liabilities
      24,147,086  
Public warrants reclassified to Level 1
      (16,563,688 ) 
Change in fair value
      (2,956,089 ) 
    
 
 
  
Fair Value at December 31, 2021
    $ 4,627,309  
    
 
 
  
Note 9 — Shareholders’ Equity
Preference Shares —
 The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2021, there were no preference shares issued or outstanding.
Class
 A Ordinary Shares
 — The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $0.0001 each. At December 31, 2021, there were 0 shares issued and outstanding, excluding 34,500,000 shares subject to possible redemption.
Class
 B Ordinary Shares
 — The Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $0.0001 each. As of December 31, 2021, there were 8,625,000 shares of Class B ordinary shares issued and outstanding.
Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or the rules of The Nasdaq Stock Market LLC then in effect. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act (2020 Revision) of the Cayman Islands or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders.
 
F-19
The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
Note 10 — Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

 
 
F-20
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
  
 
        TIO TECH A
 
 
  
 
  
 
(Registrant)
       
Date: March
30
, 2022
 
  
 
By:
 
/s/ Roman Kirsch
 
 
  
 
  
 
Roman Kirsch
 
 
  
 
  
 
Chief Executive Officer
 
 
  
 
  
 
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
 
Name
 
Position
 
Date
     
/s/ Dominik Richter
 
Chairman, Director
 
March
30
, 2022
Dominik Richter
 
  
 
  
     
/s/ Roman Kirsch
 
Chief Executive Officer and Director
 
March
30
, 2022
Roman Kirsch
 
(Principal Executive Officer, Director)
 
  
     
/s/ Jeronimo Folgueira
 
Director
 
March
30
, 2022
Jeronimo Folgueira
 
  
 
  
     
/s/ Manuel Stotz
 
Director
 
March
30
, 2022
Manuel Stotz
 
  
 
  
     
/s/ Jonathan Teklu
 
Director
 
March
30
, 2022
Jonathan Teklu
 
  
 
  
     
/s/ Spyro Korsanos
 
Chief Financial Officer
 
March
30
, 2022
Spyro Korsanos
 
  
 
EX-4.5 2 d326990dex45.htm EX-4.5 EX-4.5

Exhibit 4.5

DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF

THE SECURITE EXCHANGE ACT OF 1934, AS AMENDED

As of December 31, 2021, Tio Tech A (“we,” “our,” “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its Class A ordinary shares, $0.0001 par value per share (“Class A ordinary shares”), (ii) its redeemable warrants exercisable for one Class A ordinary share for $11.50 per share and (iii) its units, consisting of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at $11.50 per share. This Description of Securities also contains a description of the Company’s Class B ordinary shares, $0.0001 par value per share (the “Class B ordinary shares” or “founder shares”), which are not registered pursuant to Section 12 of the Exchange Act but are convertible into Class A ordinary shares. The description of the Class B ordinary shares is necessary to understand the material terms of the Class A ordinary shares.

We are a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Act and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association, we are authorized to issue 220,000,000 ordinary shares, par value $0.0001 per share, including 200,000,000 Class A ordinary shares and 20,000,000 Class B ordinary shares, as well as 1,000,000 preference shares, par value $0.0001 per share. The following description summarizes certain terms of our shares as set out more particularly in our amended and restated memorandum and articles of association.

Defined terms used herein and not defined herein shall have the meaning assigned to such terms in the Company’s Annual Report on Form 10-K.

Units

Each unit consists of one Class A ordinary share and one-third of one warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of the Company’s Class A ordinary shares. This means only a whole warrant may be exercised at any given time by a warrant holder.

Ordinary Shares

Only holders of Class B ordinary shares will have the right to vote on the appointment or removal of directors prior to the completion of our initial business combination, meaning that holders of Class A ordinary shares will not have the right to appoint any directors until after the completion of our initial business combination. On any other matters submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, with each share entitling the holder to one vote, except that in a vote to continue our company in a jurisdiction outside the Cayman Islands, holders of Class B ordinary shares will have ten votes per share and holders of Class A ordinary shares will have one vote per share, and except as required by law or the applicable stock exchange rules then in effect. Unless specified in our amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that are voted is required to approve any such matter voted on by our shareholders. Approval of certain actions will require a 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 pursuant to our amended and restated memorandum and articles of association; such actions include amending our amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. The provisions of our amended and restated memorandum and articles of association governing the appointment or removal of directors before our initial business combination and our continuation in a jurisdiction outside the Cayman Islands before our initial business combination may only be amended by a special resolution passed by not less than two-thirds of the ordinary shares who attend and vote at our general meeting which shall include the affirmative vote of a simple majority of our Class B ordinary shares.

Our board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being appointed in each year. There is no cumulative voting with respect to the appointment of directors, with the result that the holders of more than 50% of the shares voted for the appointment of directors can appoint all of the directors, provided that only holders of Class B ordinary shares will have the right to vote on the appointment or removal of directors prior to the completion of our initial business combination. Our shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.

We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations and on the conditions described herein. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption rights will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares. Our sponsor, officers, directors and advisors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Unlike many special purpose acquisition companies that hold shareholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required by law, if a shareholder vote is not required by law and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated memorandum and articles of association require these tender offer documents to contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business or other reasons, we will, like many special purpose acquisition companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

 

2

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 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 from redeeming its shares with respect to Excess Shares without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our shareholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination, and such shareholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such shareholders will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And, as a result, such shareholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their shares in open-market transactions, potentially at a loss.

In the event of a liquidation, dissolution or winding up of the company after a business combination, our shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that we will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share price 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, upon the completion of our initial business combination, subject to the limitations and on the conditions described herein.

 

3

Founder Shares

The founder shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares, and holders of founder shares have the same shareholder rights as public shareholders, except that (i) before our initial business combination, only holders of the founder shares have the right to vote to appoint directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; (ii) the founder shares are subject to certain transfer restrictions, as described in more detail below; (iii) in a vote to continue the company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two thirds of the votes of all ordinary shares), holders of our founder shares will have ten votes for every founder share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share; (iv) our sponsor, officers, directors and advisors have entered into a letter agreement with us, pursuant to which they have agreed to (A) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination, (B) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an 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 have not consummated an initial business combination within the timeframe set forth in our amended and restated memorandum and articles of association or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity, (C) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the timeframe set forth in our amended and restated memorandum and articles of association, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within such time period and (D) vote any founder shares held by them (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, and (v) the founder shares are automatically convertible into Class A ordinary shares at the time of the consummation of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as described subject to adjustment as described herein and in our amended and restated memorandum and articles of association, and (vi) the founder shares are entitled to certain registration rights. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of 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. In such case, our sponsor, officers, directors and advisors have agreed to vote any founder shares (including the founder shares they will grant to our anchor investors upon consummation of our initial business combination) and public shares held by them (including public shares purchased in open-market and privately negotiated transactions) in favor of our initial business combination.

The founder shares will automatically convert into Class A ordinary shares at the time of the consummation of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all founder shares (including those granted to our anchor investors by our sponsor at the time of the initial business combination) will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis.

 

4

With certain limited exceptions, the founder shares are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Founder shares that will be transferred to our anchor investors in connection with the consummation of the initial business combination will be subject to similar restrictions.

Warrants

Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of one year from the closing of the initial public offering and 30 days after the completion of our initial business combination, except as discussed in the immediately succeeding paragraph. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

We will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable and we will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.

 

5

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 for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. We will use commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption from registration. Notwithstanding the above, 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 a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering each such warrant for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying such warrant multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume-weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

Redemption of Warrants When the Price Per Class A Ordinary Share Equals or Exceeds $18.00. Once the warrants become exercisable, we may call the warrants for redemption (except as described herein with respect to the private placement warrants):

 

  •  

in whole and not in part;

 

  •  

at a price of $0.01 per warrant

 

  •  

upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and

 

  •  

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) 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 the notice of redemption to the warrant holders.

We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. 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.

 

6

We have established the last of the redemption criteria discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like)) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.

Redemption of Warrants When the Price Per Class A Ordinary Share Equals or Exceeds $10.00. Once the warrants become exercisable, we may call the warrants for redemption:

 

  •  

in whole and not in part;

 

  •  

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below);

 

  •  

if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders; and

 

  •  

if the closing price of the Class A ordinary shares 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 the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

Beginning on the date the notice of redemption is given until the warrants are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis and receive that number of shares determined by reference to the table below. The numbers in the table below represent the number of Class A ordinary shares that a warrant holder will receive upon such cashless exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair market value” of our Class A ordinary shares on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined for these purposes based on the volume-weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption date precedes the expiration date of the warrants, each as set forth in the table below. We will provide our warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends.

 

7

Pursuant to the warrant agreement, references above to Class A ordinary shares shall include a security other than Class A ordinary shares into which the Class A ordinary shares have been converted or exchanged for in the event that we are not the surviving company in our initial business combination. The numbers in the table below will not be adjusted when determining the number of such securities to issue upon exercise of the warrants if we are not the surviving entity following our initial business combination.

The share prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant or the exercise price of a warrant is adjusted.

If the number of shares issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings will equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a warrant as so adjusted. The number of shares in the table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a warrant. If the exercise price of a warrant is adjusted, in the case of an adjustment pursuant to the fifth paragraph under the heading “—Anti-Dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price as set forth under the heading “—Anti-Dilution Adjustments” and the denominator of which is $10.00.

 

     Redemption Fair Market Value of Class Common Stock

Redemption Date (period to expiration of warrants)

    ≤$10.00    $11.00    $12.00    $13.00    $14.00    $15.00    $16.00    $17.00    ≥$18.00

60 months

    0.261    0.280    0.297    0.311    0.324    0.337    0.348    0.358    0.361

57 months

    0.257    0.277    0.294    0.310    0.324    0.337    0.348    0.358    0.361

54 months

    0.252    0.272    0.291    0.307    0.322    0.335    0.347    0.357    0.361

51 months

    0.246    0.268    0.287    0.304    0.320    0.333    0.346    0.357    0.361

48 months

    0.241    0.263    0.283    0.301    0.317    0.332    0.344    0.356    0.361

45 months

    0.235    0.258    0.279    0.298    0.315    0.330    0.343    0.356    0.361

42 months

    0.228    0.252    0.274    0.294    0.312    0.328    0.342    0.355    0.361

39 months

    0.221    0.246    0.269    0.290    0.309    0.325    0.340    0.354    0.361

36 months

    0.213    0.239    0.263    0.285    0.305    0.323    0.339    0.353    0.361

33 months

    0.205    0.232    0.257    0.280    0.301    0.320    0.337    0.352    0.361

30 months

    0.196    0.224    0.250    0.274    0.297    0.316    0.335    0.351    0.361

27 months

    0.185    0.214    0.242    0.268    0.291    0.313    0.332    0.350    0.361

24 months

    0.173    0.204    0.233    0.260    0.285    0.308    0.329    0.348    0.361

21 months

    0.161    0.193    0.223    0.252    0.279    0.304    0.326    0.347    0.361

18 months

    0.146    0.179    0.211    0.242    0.271    0.298    0.322    0.345    0.361

15 months

    0.130    0.164    0.197    0.230    0.262    0.291    0.317    0.342    0.361

12 months

    0.111    0.146    0.181    0.216    0.250    0.282    0.312    0.339    0.361

 

8

     Redemption Fair Market Value of Class Common Stock  

Redemption Date (period to expiration of warrants)

    ≤$10.00      $11.00      $12.00      $13.00      $14.00      $15.00      $16.00      $17.00      ≥$18.00  

9 months

      0.090        0.125        0.162        0.199        0.237        0.272        0.305        0.336        0.361

6 months

      0.065        0.099        0.137        0.178        0.219        0.259        0.296        0.331        0.361

3 months

      0.034        0.065        0.104        0.150        0.197        0.243        0.286        0.326        0.361

0 months

      —          —          0.042        0.115        0.179        0.233        0.281        0.323        0.361  

The exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption date is between two redemption dates in the table, the number of Class A ordinary shares to be issued for each warrant exercised will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable. For example, if the volume-weighted average price of our Class A ordinary shares during the 10 trading immediately following the date on which the notice of redemption is sent to the holders of the warrants is $11.00 per share, and at such time there are 57 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.277 Class A ordinary shares for each whole warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above, if the volume-weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $13.50 per share, and at such time there are 38 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.298 Class A ordinary shares for each whole warrant. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). Finally, as reflected in the table above, if the warrants are out of the money and about to expire, they cannot be exercised on a cashless basis in connection with a redemption by us pursuant to this redemption feature, since they will not be exercisable for any Class A ordinary shares.

This redemption feature differs from the typical warrant redemption features used in many other blank check offerings, which typically only provide for a redemption of warrants for cash (other than the private placement warrants) when the trading price for the Class A ordinary shares equals or exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding warrants to be redeemed when the Class A ordinary shares are trading at or above $10.00 per share, which may be at a time when the trading price of our Class A ordinary shares is below the exercise price of the warrants. We have established this redemption feature to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth above under “— Redemption of Warrants When the Price Per Class A Ordinary Share Equals or Exceeds $18.00.” Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares for their warrants based on an option pricing model with a fixed volatility input as of the date of our initial public offering. This redemption right provides us with an additional mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to (i) our capital structure as the warrants would no longer be outstanding and would have been exercised or redeemed and (ii) the amount of cash provided by the exercise of the warrants and available to use, and also provides a ceiling to the theoretical value of the warrants as it locks in the amount of shares we would deliver to warrant holders that exercise their warrants if we choose to redeem the warrants in this manner. We will be required to pay the applicable redemption price to warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of the warrants if we determine it is in our best interest to do so. As such, we would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure to remove the warrants and pay the redemption price to the warrant holders.

 

9

As stated above, we can redeem the warrants when the Class A ordinary shares are trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide certainty with respect to our capital structure and cash position while providing warrant holders with the opportunity to exercise their warrants on a cashless basis for the applicable number of shares. If we choose to redeem the warrants when the Class A ordinary shares are trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer Class A ordinary shares than they would have received if they had chosen to wait to exercise their warrants for Class A ordinary shares if and when such Class A ordinary shares were trading at a price higher than the exercise price of $11.50.

No fractional Class A ordinary shares will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of Class A ordinary shares to be issued to the holder. If, at the time of exercise, the warrants are exercisable for a security other than the Class A ordinary shares pursuant to the warrant agreement (for instance, if we are not the surviving company in our initial business combination), the warrants may be exercised for such security. At such time as the warrants become exercisable for securities other than the Class A ordinary shares, the surviving company will use its commercially reasonable efforts to register under the Securities Act the securities issuable upon the exercise of the warrants within 15 business days of the closing of an initial business combination.

Redemption Procedures. A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as specified by the holder) of the Class A ordinary shares outstanding immediately after giving effect to such exercise.

Anti-Dilution Adjustments. If the number of outstanding Class A ordinary shares is increased by a share capitalization paid in Class A ordinary shares to all or substantially all holders of Class A ordinary shares, or by a sub-division of ordinary shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights offering to holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the “historical fair market value” (as defined below) will be deemed a share capitalization of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) multiplied by (ii) one minus the quotient of (x) the price per Class A ordinary share paid in such rights offering divided by (y) the historical fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “historical fair market value” means the volume-weighted average price of Class A ordinary shares as reported during the ten-trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

 

10

In addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to all or substantially all holders of Class A ordinary shares on account of such Class A ordinary shares (or other securities into which the warrants are convertible), other than (a) as described above, (b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the Class A ordinary shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any other adjustments and excluding cash dividends or cash distributions that resulted in an adjustment to the exercise price or to the number of Class A ordinary shares issuable on exercise of each warrant), do not exceed $0.50 (being 5% of the offering price of the Units in our initial public offering), (c) to satisfy the redemption rights of the holders of Class A ordinary shares in connection with a proposed initial business combination or extension of the time period in which we must complete an initial business combination, (d) to satisfy the redemption rights of the holders of Class A ordinary shares 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 initial public offering or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity, or (e) in connection with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each Class A ordinary share in respect of such event.

If the number of outstanding Class A ordinary shares is decreased by a consolidation, combination, reverse share sub-division or reclassification of Class A ordinary shares or other similar event, then, on the effective date of such consolidation, combination, reverse share sub-division, reclassification or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding Class A ordinary shares.

Whenever the number of Class A ordinary shares purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of Class A ordinary shares purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of Class A ordinary shares so purchasable immediately thereafter.

 

11

In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume-weighted average trading price of our Class A ordinary shares during the 10-trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) of our Class A ordinary shares is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described under “— Redemption of Warrants When the Price Per Class A Ordinary Share Equals or Exceeds $10.00” and under “— Redemption of Warrants When the Price Per Class A Ordinary Share Equals or Exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

In case of any reclassification or reorganization of the outstanding Class A ordinary shares (other than those described above or that solely affects the par value of such Class A ordinary shares), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our issued and outstanding Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the Class A ordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of Class A ordinary shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. However, if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets for which each warrant will become exercisable will be deemed to be the weighted average of the kind and amount received per share by such holders in such consolidation or merger that affirmatively make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer made by us in connection with redemption rights held by shareholders as provided for in our amended and restated memorandum and articles of association or as a result of the redemption of Class A ordinary shares by us if a proposed initial business combination is presented to our shareholders for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding Class A ordinary shares, the holder of a warrant will be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such warrant holder had exercised the warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Class A ordinary shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustment (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in the warrant agreement. Additionally, if less than 70% of the consideration receivable by the holders of Class A ordinary shares in such a transaction is payable in the form of Class A ordinary shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes Warrant Value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants.

 

12

The warrants are issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correcting any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement, 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 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.

The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of ordinary shares and any voting rights until they exercise their warrants and receive Class A ordinary shares. After the issuance of Class A ordinary shares upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.

 

13

Certain Anti-Takeover Provisions of our Amended and Restated Memorandum and Articles of Association

Our amended and restated memorandum and articles of association provide that our board of directors is classified into three classes of directors. As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual general meetings.

Our authorized but unissued Class A ordinary shares and preference shares are available for future issuances without shareholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved Class A ordinary shares and preference shares could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

 

14

EX-31.1 3 d326990dex311.htm EX-31.1 EX-31.1

Exhibit 31.1

Certification of Principal Executive Officer

Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as

Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Roman Kirsch, certify that:

 

1.

I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2021 of Tio Tech A;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

  a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b.

[Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942];

 

  c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report), that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: March 30, 2022    /s/ Roman Kirsch
   Roman Kirsch
  

Chief Executive Officer

(Principal Executive Officer)

 

 EX-32.1 4 d326990dex321.htm EX-32.1 EX-32.1

Exhibit 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

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Roman Kirsch, Chief Executive Officer of Tio Tech A (the “Company”), hereby certify, that, to my knowledge:

 

1.

the Annual Report on Form 10-K for the year ended December 31, 2021 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

 

2.

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: March 30, 2022    /s/ Roman Kirsch
   Roman Kirsch
   Chief Executive Officer
   (Principal Executive Officer)

 

 EX-101.SCH 5 tioau-20211231.xsd XBRL TAXONOMY EXTENSION SCHEMA 1001 - Document - Cover Page link:presentationLink link:definitionLink link:calculationLink 1002 - Statement - BALANCE SHEET link:presentationLink link:definitionLink link:calculationLink 1003 - Statement - BALANCE SHEET (Parenthetical) link:presentationLink link:definitionLink link:calculationLink 1004 - Statement - STATEMENT OF OPERATIONS link:presentationLink link:definitionLink link:calculationLink 1005 - Statement - STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY link:presentationLink link:definitionLink link:calculationLink 1006 - Statement - STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) link:presentationLink link:definitionLink link:calculationLink 1007 - Statement - STATEMENT OF CASH FLOWS link:presentationLink link:definitionLink link:calculationLink 1008 - Disclosure - Organization and Business Operations link:presentationLink link:definitionLink link:calculationLink 1009 - Disclosure - Significant Accounting Policies Basis of Presentation link:presentationLink link:definitionLink link:calculationLink 1010 - Disclosure - Initial Public Offering link:presentationLink link:definitionLink link:calculationLink 1011 - Disclosure - Private Placement link:presentationLink link:definitionLink link:calculationLink 1012 - Disclosure - Related Party Transactions link:presentationLink link:definitionLink link:calculationLink 1013 - Disclosure - Commitments and Contingencies link:presentationLink link:definitionLink link:calculationLink 1014 - Disclosure - Warrants link:presentationLink link:definitionLink link:calculationLink 1015 - Disclosure - Fair Value of Financial Instruments link:presentationLink link:definitionLink link:calculationLink 1016 - Disclosure - Shareholders' Equity link:presentationLink link:definitionLink link:calculationLink 1017 - Disclosure - Subsequent Events link:presentationLink link:definitionLink link:calculationLink 1018 - Disclosure - Significant Accounting Policies (Policies) link:presentationLink link:definitionLink link:calculationLink 1019 - Disclosure - Significant Accounting Policies Basis of Presentation (Tables) link:presentationLink link:definitionLink link:calculationLink 1020 - Disclosure - Fair Value of Financial Instruments (Tables) link:presentationLink link:definitionLink link:calculationLink 1021 - Disclosure - Organization and Business Operations - Additional Information (Details) link:presentationLink link:definitionLink link:calculationLink 1022 - Disclosure - Significant Accounting Policies Basis of Presentation - Summary of Reconciliation of Net Loss Per Ordinary Share (Details) link:presentationLink link:definitionLink link:calculationLink 1023 - Disclosure - Significant Accounting Policies Basis of Presentation - Summary of Class A Common Stock reflected in the balance sheet (Details) link:presentationLink link:definitionLink link:calculationLink 1024 - Disclosure - Significant Accounting Policies Basis of Presentation - Additional Information (Details) link:presentationLink link:definitionLink link:calculationLink 1025 - Disclosure - Initial Public Offering - Additional Information (Details) link:presentationLink link:definitionLink link:calculationLink 1026 - Disclosure - Private Placement - Additional Information (Details) link:presentationLink link:definitionLink link:calculationLink 1027 - Disclosure - Related Party Transactions - Additional Information (Details) link:presentationLink link:definitionLink link:calculationLink 1028 - Disclosure - Commitments and Contingencies - Additional Information (Details) link:presentationLink link:definitionLink link:calculationLink 1029 - Disclosure - Warrants - Additional Information (Details) link:presentationLink link:definitionLink link:calculationLink 1030 - Disclosure - Fair Value of Financial Instruments - Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) link:presentationLink link:definitionLink link:calculationLink 1031 - Disclosure - Fair Value of Financial Instruments - Summary of Reconciliation of Changes in Fair Value of the Beginning and Ending Balances for the Liabilities Classified as Level 3 (Detail) link:presentationLink link:definitionLink link:calculationLink 1032 - Disclosure - Fair Value of Financial Instruments - Summary of provides quantitative information regarding Level 3 fair value measurements (Details) link:presentationLink link:definitionLink link:calculationLink 1033 - Disclosure - Fair Value of Financial Instruments - Additional Information (Details) link:presentationLink link:definitionLink link:calculationLink 1034 - Disclosure - Shareholders' Equity - Additional Information (Details) link:presentationLink link:definitionLink link:calculationLink EX-101.CAL 6 tioau-20211231_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE EX-101.DEF 7 tioau-20211231_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE EX-101.LAB 8 tioau-20211231_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE EX-101.PRE 9 tioau-20211231_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE XML 10 R1.htm IDEA: XBRL DOCUMENT v3.22.1
Cover Page - USD ($)
 11 Months Ended
Dec. 31, 2021
Mar. 30, 2022
Jun. 30, 2021
Document Information [Line Items]      
Document Type 10-K    
Amendment Flag false    
Document Period End Date Dec. 31, 2021    
Document Fiscal Year Focus 2021    
Document Fiscal Period Focus FY    
Current Fiscal Year End Date --12-31    
Document Annual Report true    
Document Transition Report false    
Entity Registrant Name TIO TECH A    
Entity Central Index Key 0001846163    
Entity File Number 001-40317    
Entity Interactive Data Current Yes    
Entity Current Reporting Status Yes    
Entity Incorporation, State or Country Code E9    
Entity Address, Address Line One Unter den Linden 21    
Entity Address, Address Line Two 10117    
Entity Address, City or Town Berlin    
Entity Address, Country DE    
Entity Address, Postal Zip Code 10117    
City Area Code 49    
Local Phone Number 30 2092 4040    
Entity Tax Identification Number 00-0000000    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company true    
Entity Ex Transition Period false    
Entity Shell Company true    
ICFR Auditor Attestation Flag false    
Entity Public Float     $ 334,650,000
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Auditor Name Marcum LLP    
Auditor Firm ID 688    
Auditor Location New York, NY    
Capital Units [Member]      
Document Information [Line Items]      
Title of 12(b) Security Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant    
Trading Symbol TIOAU    
Security Exchange Name NASDAQ    
Common Class A [Member]      
Document Information [Line Items]      
Title of 12(b) Security Class A ordinary shares, par value $0.0001 par value    
Trading Symbol TIOA    
Security Exchange Name NASDAQ    
Entity Common Stock, Shares Outstanding   34,500,000  
Common Class B [Member]      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   8,625,000  
Warrant [Member]      
Document Information [Line Items]      
Title of 12(b) Security Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share    
Trading Symbol TIOAW    
Security Exchange Name NASDAQ    
XML 11 R2.htm IDEA: XBRL DOCUMENT v3.22.1
BALANCE SHEET
Dec. 31, 2021
USD ($)
Current Assets:  
Cash $ 763,789
Prepaid Expenses 250,593
Total current assets 1,014,382
Prepaid expenses - non-current 62,223
Investments held in Trust Account 345,017,891
Total Assets 346,094,496
Current liabilities:  
Accounts payable and accrued expenses 315,731
Due to related party 156,479
Total current liabilities 472,210
Warrant liabilities 15,080,809
Deferred Underwriters' discount 9,450,000
Total liabilities 25,003,019
Commitments and contingencies
Class A ordinary shares subject to possible redemption, 34,500,000 shares at redemption value as of December 31, 2021 345,000,000
Shareholders' Deficit:  
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital
Accumulated deficit (23,909,386)
Total shareholders' deficit (23,908,523)
Total Liabilities, Class A ordinary shares subject to possible redemption and Shareholders' Deficit 346,094,496
Common Class A [Member]  
Shareholders' Deficit:  
Common stock value
Common Class B [Member]  
Shareholders' Deficit:  
Common stock value $ 863
XML 12 R3.htm IDEA: XBRL DOCUMENT v3.22.1
BALANCE SHEET (Parenthetical)
Dec. 31, 2021
$ / shares
shares
Preferred stock par or stated value per share | $ / shares $ 0.0001
Preferred stock shares authorized 1,000,000
Preferred stock shares issued 0
Preferred stock shares outstanding 0
Common Class A [Member]  
Temporary equity shares outstanding 34,500,000
Common stock par or stated value per share | $ / shares $ 0.0001
Common stock shares authorized 200,000,000
Common stock shares issued 0
Common stock shares outstanding 0
Common Class B [Member]  
Common stock par or stated value per share | $ / shares $ 0.0001
Common stock shares authorized 20,000,000
Common stock shares issued 8,625,000
Common stock shares outstanding 8,625,000
XML 13 R4.htm IDEA: XBRL DOCUMENT v3.22.1
STATEMENT OF OPERATIONS
 11 Months Ended
Dec. 31, 2021
USD ($)
$ / shares
shares
Formation and operating costs $ 1,112,262
Loss from operations (1,112,262)
Income on marketable securities held in trust 17,891
Net Income 7,222,425
Change in fair value of warrant liabilities 9,066,277
Offering costs allocated to warrants (749,481)
Total other income $ 8,334,687
Class A redeemable ordinary shares [Member]  
Weighted average shares outstanding | shares 34,448,864
Basic and diluted net income per ordinary share | $ / shares $ 0.17
Class A and Class B non-redeemable ordinary shares [Member]  
Weighted average shares outstanding | shares 8,403,462
Basic and diluted net income per ordinary share | $ / shares $ 0.17
XML 14 R5.htm IDEA: XBRL DOCUMENT v3.22.1
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - 11 months ended Dec. 31, 2021 - USD ($)
Total
Ordinary Shares [Member]
Class A [Member]
Ordinary Shares [Member]
Class B [Member]
Additional Paid-in Capital [Member]
Accumulated Deficit [Member]
Beginning Balance (Shares) at Feb. 07, 2021   0 0    
Beginning Balance at Feb. 07, 2021
Issuance of Founder shares 25,000   $ 863 24,137  
Issuance of Founder shares (Shares)     8,625,000    
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 (31,197,550)     $ (65,739) (31,131,811)
Net (income) loss 7,222,425       7,222,425
Ending balance at Dec. 31, 2021 $ (23,908,523)   $ 863   $ (23,909,386)
Ending Balance (Shares) at Dec. 31, 2021     8,625,000    
XML 15 R6.htm IDEA: XBRL DOCUMENT v3.22.1
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical)
Apr. 12, 2021
shares
Private placement warrants [Member]  
Class of warrants and rights issued during the period 5,083,333
XML 16 R7.htm IDEA: XBRL DOCUMENT v3.22.1
STATEMENT OF CASH FLOWS
 11 Months Ended
Dec. 31, 2021
USD ($)
Cash Flows from Operating Activities:  
Net income $ 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 (17,891)
Offering costs allocated to warrants 749,481
Change in fair value of warrant liabilities (9,066,277)
Changes in operating assets and liabilities:  
Prepaid assets (312,816)
Accounts payable and accrued expenses 315,731
Due to related party 156,479
Net cash used in operating activities (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 763,789
Cash, beginning of the period 0
Cash, end of the period 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 31,197,550
Deferred underwriting commissions charged to additional paid in capital $ 9,450,000
XML 17 R8.htm IDEA: XBRL DOCUMENT v3.22.1
Organization and Business Operations
 11 Months Ended
Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Business Operations
Note 1 — Organization and Business Operations
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, 2021, the Company had not commenced any operations. All activity through December 31, 2021 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-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 45-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 3. Each Unit consists of one Class A ordinary share and
one-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.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 5,083,333 warrants (the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant, in 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 4.
Transaction costs of the Initial Public Offering amounted to $15,383,343 consisting of $5,400,000 of underwriting discount, $9,450,000 of deferred underwriting discount, and $533,343 of other offering costs, of which $749,481 were allocated to warrants and charged to 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-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.
The Company’s management has broad discretion with respect to the specific application of 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.
The Company will provide holders (the “Public Shareholders”) of its Class A ordinary shares sold in the Initial Public Offering (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share).
The 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.”
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 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.
The Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, 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, including liabilities under the Securities Act of 1933, 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 possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent 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-transaction 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.
Risks and Uncertainties
Management continues to evaluate the impact of
the COVID-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.
Liquidity and Capital Resources
As of December 31 2021, the Company had
 
approximately
$763,789 in its operating bank account and working capital of $542,172.
Going Concern
The Company anticipates that the $763,789 outside of the Trust Account as of December 31, 2021, 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 any additional Working Capital Loans (as defined in Note 5) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination.
The Company can raise additional capital through Working Capital Loans from the initial stockholders, the Company’s officers, directors, or their respective affiliates (which is 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 reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements.
XML 18 R9.htm IDEA: XBRL DOCUMENT v3.22.1
Significant Accounting Policies Basis of Presentation
 11 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Significant Accounting Policies Basis of Presentation
Note 2— Significant Accounting Policies Basis of Presentation
The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in 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 auditor 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 shareholder 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 Securities Exchange Act of 1934, as amended (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 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.
Use of Estimates
The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions 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 and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2021, the Company had $763,789 in cash and no cash equivalents.
Investments Held in Trust Account
At December 31, 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, 2021, the Company did not withdraw any of the interest income from the Trust Account.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of 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, 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 Costs Associated with the Initial Public Offering
The Company complies with the requirements of
ASC 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, 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 Ordinary Shares Subject to Possible Redemption
The Company accounts 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 features 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,
 
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 of December 31, 2021, the Class A Common Stock reflected in the balance sheet is reconciled in the following table:
 
Gross Proceeds
    $ 345,000,000  
Less:
         
Proceeds allocated to public warrants
      (16,563,688 ) 
Issuance costs related to Class A common stock
      (14,633,862 ) 
Plus:
         
Accretion of carrying value to redemption value
      31,197,550  
    
 
 
  
Contingently redeemable Class A common stock
    $ 345,000,000  
Income Taxes
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 than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income Per Ordinary Share
The Company applies the
two-class
method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class 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 IPO 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. Accretion 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.
    
For the

Period from
February 8,
2021
(inception) to

December 31,

2021
  
Class A ordinary shares subject to possible redemption
         
Numerator:
         
Net income allocable to Class A ordinary shares subject to possible redemption
    $ 5,806,087  
Denominator:
         
Weighted Average Redeemable Class A ordinary shares, Basic and Diluted
      34,448,864  
    
 
 
  
Basic and Diluted net income per share, Redeemable Class A Ordinary shares
    $ 0.17  
    
 
 
  
Class A and
Class B non-redeemable
ordinary shares
         
Numerator:
         
Net income allocable to Class B ordinary shares not subject to redemption
    $ 1,416,338  
Denominator:
         
Weighted
Average Non-Redeemable Ordinary
shares, Basic and Diluted
      8,403,462  
    
 
 
  
Basic and diluted net income per share, ordinary shares
    $ 0.17  
    
 
 
  
          
Derivative Financial 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
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 sheet as current
or non-current based
on whether or
not net-cash settlement
or conversion of the instrument could be required within 12 months of the balance sheet date.
FASB
ASC 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.
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 non-financial assets
and liabilities that
are re-measured and
reported at fair value at least annually.
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
 
Level 1 —
    Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
 
Level 2 —
    Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.
 
Level 3 —
    Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
Recent Accounting Standards
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update
(“ASU”) 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)
(“ASU
2020-06”)
to simplify accounting for certain financial instruments.
ASU 2020-06 eliminates
the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.
ASU 2020-06 amends
the diluted earnings per share guidance, including the requirement to use
the if-converted method
for all convertible instruments.
ASU 2020-06 is
effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that
ASU 2020-06 would
have on its financial position, results of operations or cash flows.
Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
XML 19 R10.htm IDEA: XBRL DOCUMENT v3.22.1
Initial Public Offering
 11 Months Ended
Dec. 31, 2021
Stockholders' Equity Note [Abstract]  
Initial Public Offering
Note 3 — Initial Public Offering
The Company consummated its Initial Public Offering of 30,000,000 Units on April 12, 2021. Each Unit consists of one Class A ordinary share, $0.0001 par value per share
and one-third of
one redeemable warrant to purchase one Class A ordinary share. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $300,000,000.
The Company granted the Underwriters in the Initial Public Offering
a 45-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. The exercise of the over-allotment, generated an aggregate of gross proceeds of $45,000,000, and incurred $900,000 in cash underwriting fees. The Company’s previously issued balance sheet as of April 12, 2021 on
Form 8-K should
no longer be relied upon. As such, the Company has adjusted its balance sheet as of April 12, 2021 on
Form 8-K filed
on April 26, 2021.
Upon closing of the Initial Public Offering and the sale of the Over-Allotment Units, a total of $345,000,000 ($10.00 per Unit) was placed in a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee.
XML 20 R11.htm IDEA: XBRL DOCUMENT v3.22.1
Private Placement
 11 Months Ended
Dec. 31, 2021
Private Placement [Abstract]  
Private Placement
Note 4 — Private Placement
Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,083,333 Private Placement Warrants at a price of $1.50 per warrant ($7,625,000 in the aggregate), each Private Placement Warrant is exercisable to purchase one share of Class A ordinary shares at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from our Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.
Private Placement Warrants
The Private Placement Warrants will be identical to the warrants sold as part of the Units in the Initial Public Offering except that the Private Placement Warrants, so long as they are held by the initial shareholders or their respective permitted transferees, (i) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination, subject to certain exceptions, (ii) will not be redeemable by the Company, (iii) may be exercised on a cashless basis, and (iv) will be entitled to registration rights.
If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units being sold in the Initial Public Offering.
XML 21 R12.htm IDEA: XBRL DOCUMENT v3.22.1
Related Party Transactions
 11 Months Ended
Dec. 31, 2021
Related Party Transactions [Abstract]  
Related Party Transactions
Note 5 — Related Party Transactions
Founder Shares
On February 10, 2021, the Company issued 8,625,000 Founder Shares for an aggregate purchase price of $25,000. Up to 1,125,000 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the Underwriter’s over-allotment option is exercised. On April 15, 2021, the Underwriter’s over-allotment option was exercised in full, and the Founder Shares are no longer subject to forfeiture
The Sponsor and certain qualified institutional investors (the “Anchor Investors”) have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for
share sub-divisions, share
capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading day
period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lockup.
Anchor Investor Agreements
The Company’s Anchor Investors purchased an aggregate of $23,000,000 of Units in the Company’s Initial Public Offering. On February 18, 2021, the Company, the Sponsor and the Anchor Investors entered into agreements (the “Anchor Investor Agreements”), pursuant to which upon consummation of the Company’s initial Business Combination, the Sponsor will grant an aggregate of 255,555 of the Founder Shares it holds at the time of the initial Business Combination to the Anchor Investors for no additional consideration. The Anchor Investors have agreed that if they beneficially hold less than the required number of shares per the Anchor Investor Agreements upon consummation of the Company’s initial Business Combination, then they will not be granted any Founder Shares in connection with their expression of interest. In addition, in the event that the Company’s Anchor Investors purchase Units (either in the Initial Public Offering or after) and vote their public shares in favor of the Company’s initial Business Combination, it is possible that no votes from public stockholders would be required to approve the Company’s initial Business Combination, depending on the number of shares that are present at the meeting to approve such transaction.
Due to Related Party
As of December 31, 2021, this balance is comprised of $156,479 
incurred pursuant to the Administrative Service Fee agreement discussed below.
Promissory Note — Related Party
On February 9, 2021, the Company issued a promissory note (the “Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note
is non-interest bearing
and payable on the earlier of (i) December 31, 2021 or (ii) the Initial Public Offering. As of December 31, 2021, there are no borrowings outstanding under the Note.
Working Capital Loans
In order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital 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. Such warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of the initial Business Combination, the Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does 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 the Company’s Trust Account. As of December 31, 2021, the Company had no borrowings under any Working Capital Loans
Administrative Service Fee
Commencing on the consummation of the Offering, the Company has agreed to pay the Sponsor a total of $15,000 per month from funds held outside the Trust Account for up to 24 months, which will be paid to the Company’s affiliate investment advisor for identifying, investigating and completing an initial Business Combination. The Sponsor or certain of its shareholders will also pay $35,000 per month to the Company’s 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 the Company 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. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of December 31, 2021,
 $131,500 had been incurred, all of which was outstanding and included in accrued costs and expenses.
XML 22 R13.htm IDEA: XBRL DOCUMENT v3.22.1
Commitments and Contingencies
 11 Months Ended
Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
Note 6 — Commitments and Contingencies Registration Rights
The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the Initial Public Offering, (ii) Private Placement Warrants, which were issued in a private placement simultaneously with the closing of the Initial Public Offering and 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 the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the Underwriter
a 45-day option
from the date of the final prospectus relating to the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On April 15, 2021, the Underwriter’s over-allotment option was exercised in full.
The Underwriter received an underwriting discount of $0.20 per unit, or $5.4 million in the aggregate upon the closing of the Initial Public Offering and the settlement of the over-allotment option. In addition, $0.35 per unit, or approximately $9.45 million in the aggregate will be payable to the Underwriter for deferred underwriting commissions. The deferred fee will become payable to the Underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The Underwriter did not receive any underwriting discounts or commissions on an aggregate of $75,000,000 of Units purchased by the Anchor Investors or other investors that expressed an interest in purchasing Units in our Initial Public Offering.
XML 23 R14.htm IDEA: XBRL DOCUMENT v3.22.1
Warrants
 11 Months Ended
Dec. 31, 2021
Warrants and Rights Note Disclosure [Abstract]  
Warrants
Note 7 — Warrants
As of December 31, 2021, the Company had 16,583,333 outstanding warrants (11,500,000 Public Warrants and 5,083,333 Private Placement Warrants). The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement registering the sale, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the transfer of Class A ordinary shares issuable upon exercise of the warrants is not effective by the 90th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s 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 a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain an effective registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify for sale the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price for a warrant by surrendering each such warrant for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361 shares per whole warrant. The “fair market value” shall mean the VWAP (as defined below) of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. “VWAP” per share of the Company’s Class A ordinary shares on any trading day means the per share volume weighted average price as displayed under the heading Bloomberg VWAP on the Bloomberg (or, if Bloomberg ceases to publish such price, any successor service reasonably chosen by the company) page “VAP” (or its equivalent successor if such page is not available) in respect of the period from the open of trading on the relevant trading day until the close of trading on such trading day (or if such volume-weighted average price is unavailable, the market price of one Class A ordinary share on such trading day determined, using a volume weighted average method, by an independent financial advisor retained for such purpose by the company). “VWAP” for a period of multiple trading days means the volume-weighted average of the respective VWAPs for the trading days in such period.
In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.
Once the warrants become exercisable, the Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants):
 
  •  
in whole and not in part;
 
  •  
at a price of $0.01 per warrant;
 
  •  
upon a minimum of 30 days’ prior written notice of redemption; and
 
  •  
if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within
a 30-trading day
period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
In addition, once the warrants become exercisable, the Company may call the warrants for redemption:
 
  •  
in whole and not in part;
 
  •  
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares;
 
  •  
if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within
the 30-trading day
period ending three trading days before the Company sends the notice of redemption to the warrant holders; and
 
  •  
if the closing price of the Class A ordinary shares for any 20 trading days within
a 30-trading day
period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
The “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume-weighted average price of the Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).
If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company does not complete the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
The Company has accounted for the 16,583,333 warrants issued in connection with the Initial Public Offering and Private Placement in accordance with the guidance contained in FASB
ASC 815-40. Such
guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.
The warrant agreement contains an alternative issuance provision that if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Class A ordinary shares (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by shareholders of the Company as provided for in the Charter or as a result of the redemption of Class A ordinary shares by the Company if a proposed initial Business Combination is presented to the shareholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning
of Rule 13d-5(b)(1) under the
Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of
Rule 12b-2 under the
Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning
of Rule 13d-3 under the
Exchange Act (or any successor rule)) more than 50% of the outstanding Class A ordinary shares, the holder of a warrant shall be entitled to receive as the alternative issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Class A ordinary shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for and further, if less than 70% of the consideration receivable by the holders of the Class A ordinary shares in the Business Combination is payable in the form of common equity in the successor entity, and if the holders of the warrants properly exercises the warrants within thirty days following the public disclosure of the consummation of Business Combination by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus(ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of the Class A ordinary shares consists exclusively of cash, the amount of such cash per Class A ordinary shares, and (ii) in all other cases, the volume weighted average price of the Class A ordinary shares as reported during
the ten-trading day
period ending on the trading day prior to the effective date of the Business Combination.
The guidance contained in
ASC 815-40 provides
that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability due to the existence of provisions whereby adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of
a “fixed-for-fixed” option
and the existence of the potential for net cash settlement for the warrant holders (but not all shareholders) in the event of a tender offer.
The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of Initial Public Offering. Accordingly, the Company has classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject
to re-measurement at
each balance sheet date. With each
such re-measurement, the
warrant liabilities will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.
XML 24 R15.htm IDEA: XBRL DOCUMENT v3.22.1
Fair Value of Financial Instruments
 11 Months Ended
Dec. 31, 2021
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments
Note 8 —  Fair Value of Financial Instruments
The Company’s warrant liabilities were initially valued as of April 12, 2021, the date of the IPO. As of that date, the over-allotment option had not yet been exercised and the funds in the Trust Account were all in cash and not yet invested. On April 15, 2021, the underwriters exercised their over-allotment option in full which contributed an additional 1,500,000 Public warrants.
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
 
    
December 31,
2021
     
Quoted
Priced in

Active

Markets

(Level 1)
     
Significant
Other
Observable
Inputs
Observable
Inputs
(Level 2)
     
Significant
Other
Unobservable
Inputs

(Level 3)
  
Assets:
                                    
U.S. Treasury Securities held in Trust Account
    $ 345,017,891      $ 345,017,891        —        $  —    
Liabilities:
                                    
Public warrant liabilities, including over-allotment
      10,453,500        10,453,500        —          —    
Private warrant liabilities
      4,627,309        —          —          4,627,309  
    
 
 
     
 
 
     
 
 
     
 
 
  
Warrant liabilities
    $ 15,080,809      $ 10,453,500        —        $ 4,627,309  
    
 
 
     
 
 
     
 
 
     
 
 
  
The Company initially utilized the trading value of the public warrants and a Monte Carlo simulation model to value the private placement warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liabilities was initially determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S.
Treasury zero-coupon yield
curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.
The following table provides quantitative information regarding Level 3 fair value measurements:
 
          
April 12, 2021
  
    
December 31,
    
(Initial
  
    
2021
    
Measurement)
  
Share price
    $ 9.74     $ 9.51  
Strike price
    $ 11.50     $ 11.50  
Term (in years)
      5.85       6.09  
Volatility
      14.4 %      24.4 % 
Risk-free rate
      1.34 %      1.14 % 
There were transfers into or out of Level 3 during the period from February 8, 2021 (inception) through December 31, 2021.
The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the liabilities classified as Level 3:
 
    
Warrant

Liability
  
Fair value at December 31, 2020
    $ —    
Initial value of public and private warrant liabilities
      24,147,086  
Public warrants reclassified to Level 1
      (16,563,688 ) 
Change in fair value
      (2,956,089 ) 
    
 
 
  
Fair Value at December 31, 2021
    $ 4,627,309  
    
 
 
  
XML 25 R16.htm IDEA: XBRL DOCUMENT v3.22.1
Shareholders' Equity
 11 Months Ended
Dec. 31, 2021
Stockholders' Equity Note [Abstract]  
Stockholders' Equity
Note 9 — Shareholders’ Equity
Preference Shares —
 The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2021, there were no preference shares issued or outstanding.
Class
 A Ordinary Shares
 — The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $0.0001 each. At December 31, 2021, there were 0 shares issued and outstanding, excluding 34,500,000 shares subject to possible redemption.
Class
 B Ordinary Shares
 — The Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $0.0001 each. As of December 31, 2021, there were 8,625,000 shares of Class B ordinary shares issued and outstanding.
Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or the rules of The Nasdaq Stock Market LLC then in effect. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act (2020 Revision) of the Cayman Islands or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders.
The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
XML 26 R17.htm IDEA: XBRL DOCUMENT v3.22.1
Subsequent Events
 11 Months Ended
Dec. 31, 2021
Subsequent Events [Abstract]  
Subsequent Events
Note 10 — Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

XML 27 R18.htm IDEA: XBRL DOCUMENT v3.22.1
Significant Accounting Policies (Policies)
 11 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Emerging Growth Company Status
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in 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 auditor 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 shareholder 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 Securities Exchange Act of 1934, as amended (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 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.
Use of Estimates
Use of Estimates
The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions 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 and Cash Equivalents
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2021, the Company had $763,789 in cash and no cash equivalents.
Investments Held in Trust Account
Investments Held in Trust Account
At December 31, 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, 2021, the Company did not withdraw any of the interest income from the Trust Account.
Concentration of Credit Risk
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of 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, 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 Costs Associated with the Initial Public Offering
Offering Costs Associated with the Initial Public Offering
The Company complies with the requirements of
ASC 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, 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 Ordinary Shares Subject to Possible Redemption
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts 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 features 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,
 
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 of December 31, 2021, the Class A Common Stock reflected in the balance sheet is reconciled in the following table:
 
Gross Proceeds
    $ 345,000,000  
Less:
         
Proceeds allocated to public warrants
      (16,563,688 ) 
Issuance costs related to Class A common stock
      (14,633,862 ) 
Plus:
         
Accretion of carrying value to redemption value
      31,197,550  
    
 
 
  
Contingently redeemable Class A common stock
    $ 345,000,000  
Income Taxes
Income Taxes
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 than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income Per Ordinary Share
Net Income Per Ordinary Share
The Company applies the
two-class
method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class 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 IPO 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. Accretion 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.
    
For the

Period from
February 8,
2021
(inception) to

December 31,

2021
  
Class A ordinary shares subject to possible redemption
         
Numerator:
         
Net income allocable to Class A ordinary shares subject to possible redemption
    $ 5,806,087  
Denominator:
         
Weighted Average Redeemable Class A ordinary shares, Basic and Diluted
      34,448,864  
    
 
 
  
Basic and Diluted net income per share, Redeemable Class A Ordinary shares
    $ 0.17  
    
 
 
  
Class A and
Class B non-redeemable
ordinary shares
         
Numerator:
         
Net income allocable to Class B ordinary shares not subject to redemption
    $ 1,416,338  
Denominator:
         
Weighted
Average Non-Redeemable Ordinary
shares, Basic and Diluted
      8,403,462  
    
 
 
  
Basic and diluted net income per share, ordinary shares
    $ 0.17  
    
 
 
  
          
Derivative Financial Instruments
Derivative Financial 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
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 sheet as current
or non-current based
on whether or
not net-cash settlement
or conversion of the instrument could be required within 12 months of the balance sheet date.
FASB
ASC 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.
Fair Value Measurements
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 non-financial assets
and liabilities that
are re-measured and
reported at fair value at least annually.
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
 
Level 1 —
    Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
 
Level 2 —
    Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.
 
Level 3 —
    Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
Recent Accounting Standards
Recent Accounting Standards
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update
(“ASU”) 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)
(“ASU
2020-06”)
to simplify accounting for certain financial instruments.
ASU 2020-06 eliminates
the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.
ASU 2020-06 amends
the diluted earnings per share guidance, including the requirement to use
the if-converted method
for all convertible instruments.
ASU 2020-06 is
effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that
ASU 2020-06 would
have on its financial position, results of operations or cash flows.
Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
XML 28 R19.htm IDEA: XBRL DOCUMENT v3.22.1
Significant Accounting Policies Basis of Presentation (Tables)
 11 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Summary of Reconciliation of Net Loss Per Ordinary Share
    
For the

Period from
February 8,
2021
(inception) to

December 31,

2021
  
Class A ordinary shares subject to possible redemption
         
Numerator:
         
Net income allocable to Class A ordinary shares subject to possible redemption
    $ 5,806,087  
Denominator:
         
Weighted Average Redeemable Class A ordinary shares, Basic and Diluted
      34,448,864  
    
 
 
  
Basic and Diluted net income per share, Redeemable Class A Ordinary shares
    $ 0.17  
    
 
 
  
Class A and
Class B non-redeemable
ordinary shares
         
Numerator:
         
Net income allocable to Class B ordinary shares not subject to redemption
    $ 1,416,338  
Denominator:
         
Weighted
Average Non-Redeemable Ordinary
shares, Basic and Diluted
      8,403,462  
    
 
 
  
Basic and diluted net income per share, ordinary shares
    $ 0.17  
    
 
 
  
          
Summary of reconciliation of ordinary shares subject to possible redemption
As of December 31, 2021, the Class A Common Stock reflected in the balance sheet is reconciled in the following table:
 
Gross Proceeds
    $ 345,000,000  
Less:
         
Proceeds allocated to public warrants
      (16,563,688 ) 
Issuance costs related to Class A common stock
      (14,633,862 ) 
Plus:
         
Accretion of carrying value to redemption value
      31,197,550  
    
 
 
  
Contingently redeemable Class A common stock
    $ 345,000,000  
XML 29 R20.htm IDEA: XBRL DOCUMENT v3.22.1
Fair Value of Financial Instruments (Tables)
 11 Months Ended
Dec. 31, 2021
Fair Value Disclosures [Abstract]  
Summary of assets and liabilities measured at fair value on a recurring basis
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
 
    
December 31,
2021
     
Quoted
Priced in

Active

Markets

(Level 1)
     
Significant
Other
Observable
Inputs
Observable
Inputs
(Level 2)
     
Significant
Other
Unobservable
Inputs

(Level 3)
  
Assets:
                                    
U.S. Treasury Securities held in Trust Account
    $ 345,017,891      $ 345,017,891        —        $  —    
Liabilities:
                                    
Public warrant liabilities, including over-allotment
      10,453,500        10,453,500        —          —    
Private warrant liabilities
      4,627,309        —          —          4,627,309  
    
 
 
     
 
 
     
 
 
     
 
 
  
Warrant liabilities
    $ 15,080,809      $ 10,453,500        —        $ 4,627,309  
    
 
 
     
 
 
     
 
 
     
 
 
  
Summary of provides quantitative information regarding Level 3 fair value measurements
The following table provides quantitative information regarding Level 3 fair value measurements:
 
          
April 12, 2021
  
    
December 31,
    
(Initial
  
    
2021
    
Measurement)
  
Share price
    $ 9.74     $ 9.51  
Strike price
    $ 11.50     $ 11.50  
Term (in years)
      5.85       6.09  
Volatility
      14.4 %      24.4 % 
Risk-free rate
      1.34 %      1.14 % 
Summary of Reconciliation of Changes in Fair Value of the Beginning and Ending Balances for the Liabilities Classified as Level 3
The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the liabilities classified as Level 3:
 
    
Warrant

Liability
  
Fair value at December 31, 2020
    $ —    
Initial value of public and private warrant liabilities
      24,147,086  
Public warrants reclassified to Level 1
      (16,563,688 ) 
Change in fair value
      (2,956,089 ) 
    
 
 
  
Fair Value at December 31, 2021
    $ 4,627,309  
    
 
 
  
XML 30 R21.htm IDEA: XBRL DOCUMENT v3.22.1
Organization and Business Operations - Additional Information (Details) - USD ($)
 11 Months Ended
Apr. 15, 2021
Apr. 12, 2021
Dec. 31, 2021
Proceeds from initial public offering, net of underwriters' discount     $ 339,600,000
Other offering costs     533,343
Payment made towards restricted investments $ 345,000,000   $ 345,000,000
Term of restricted investments 185 days    
Percentage of the fair value of assets in the trust account of the prospective acquiree excluding deferred underwriting commission and discount   80.00%  
Equity method investment ownership percentage   50.00%  
Estimated expenses payable on dissolution   $ 100,000  
Period within which business combination shall be consummated from the consummation of initial public offer     24 months
Operating bank account     $ 763,789
Net working capital     542,172
Allocated To Warrants And Charged To Expense     749,481
Cash outside of the trust account     $ 763,789
Minimum [Member]      
Equity method investment ownership percentage     50.00%
Temporary equity redemption price per share   $ 10.00  
Maximum [Member]      
Equity method investment ownership percentage     100.00%
IPO [Member]      
Adjustments to additional paid in capital stock issuance costs   $ 15,383,343  
Underwriting discount   5,400,000  
Deferred underwriting discount   9,450,000  
Other offering costs   533,343  
Allocated To Warrants And Charged To Expense   $ 749,481  
Over-Allotment Option [Member]      
Stock shares issued during the period shares 4,500,000    
Underwriter option days 45 days    
Over-Allotment Option [Member] | Deutsche Bank Securities Inc [Member]      
Stock shares issued during the period shares     4,500,000
Underwriter option days     45 days
Private Placement [Member]      
Class of warrants or rights issue of warrants during the period   5,083,333  
Class of warrants or rights issue price per share   $ 1.50  
Proceeds from Issuance of warrants   $ 7,625,000  
Common Class A [Member]      
Proceeds from initial public offering, net of underwriters' discount     $ 345,000,000
Common Class A [Member] | Public warrants [Member]      
Share price $ 11.50    
Common Class A [Member] | IPO [Member]      
Stock shares issued during the period shares   30,000,000  
Sale of stock issue price per share $ 10.00    
Proceeds from initial public offering, net of underwriters' discount $ 345,000,000 $ 345,000,000  
Common Class A [Member] | Over-Allotment Option [Member]      
Stock shares issued during the period shares 4,500,000 4,500,000  
XML 31 R22.htm IDEA: XBRL DOCUMENT v3.22.1
Significant Accounting Policies Basis of Presentation - Summary of Reconciliation of Net Loss Per Ordinary Share (Details)
 11 Months Ended
Dec. 31, 2021
USD ($)
$ / shares
shares
Class A and Class B non-redeemable ordinary shares [Member]  
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]  
Weighted Average Redeemable Class A ordinary shares, Basic and Diluted | shares 8,403,462
Basic and Diluted net income per share, Redeemable Class A Ordinary shares | $ / shares $ 0.17
Weighted Average Non-Redeemable Ordinary shares, Basic and Diluted | shares 8,403,462
Basic and diluted net income per share, ordinary shares | $ / shares $ 0.17
Numerator:  
Net income allocable to Class B ordinary shares not subject to redemption | $ $ 1,416,338
Common Class A [Member]  
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]  
Weighted Average Redeemable Class A ordinary shares, Basic and Diluted | shares 34,448,864
Basic and Diluted net income per share, Redeemable Class A Ordinary shares | $ / shares $ 0.17
Weighted Average Non-Redeemable Ordinary shares, Basic and Diluted | shares 34,448,864
Basic and diluted net income per share, ordinary shares | $ / shares $ 0.17
Numerator:  
Net income allocable to Class A ordinary shares subject to possible redemption | $ $ 5,806,087
XML 32 R23.htm IDEA: XBRL DOCUMENT v3.22.1
Significant Accounting Policies Basis of Presentation - Summary of Class A Common Stock reflected in the balance sheet (Details)
 11 Months Ended
Dec. 31, 2021
USD ($)
Proceeds from initial public offering, net of underwriters' discount $ 339,600,000
Proceeds allocated to public warrants (16,563,688)
Issuance costs related to Class A common stock (14,633,862)
Accretion of carrying value to redemption value 31,197,550
Contingently redeemable Class A common stock 345,000,000
Common Class A [Member]  
Proceeds from initial public offering, net of underwriters' discount $ 345,000,000
XML 33 R24.htm IDEA: XBRL DOCUMENT v3.22.1
Significant Accounting Policies Basis of Presentation - Additional Information (Details) - USD ($)
 11 Months Ended
Dec. 31, 2021
Apr. 12, 2021
Debt Conversion Converted Instrument Term 12 months  
Unrecognized Tax Benefits $ 0  
Accrued for interest and penalties 0  
FDIC Insured Amount 250,000  
Cash 763,789  
Offering costs 15,383,343  
Payments for underwriting expense 5,400,000  
Deferred underwriting commissions noncurrent 9,450,000 $ 9,450,000
Other offering costs 533,343  
Allocation of warrant costs charged to expense $ 749,481  
Common Class A [Member]    
Shares subject to possible redemption 34,500,000  
XML 34 R25.htm IDEA: XBRL DOCUMENT v3.22.1
Initial Public Offering - Additional Information (Details) - USD ($)
 11 Months Ended
Apr. 15, 2021
Apr. 12, 2021
Dec. 31, 2021
Share Issue Price   $ 10.00  
Proceeds From Issuance Of IPO     $ 339,600,000
IPO [Member]      
Common stock par or stated value per share   $ 0.0001  
Stock issued during period   $ 300,000,000  
Number of shares in unit   1  
Number of warrants in unit   0.33  
Over-Allotment Option [Member]      
Stock Issued During Period Shares 4,500,000    
Cash underwriting fees $ 900,000    
Stock issued during period $ 45,000,000    
Underwriter option days 45 days    
Common stock shares subscribed but not issued 4,500,000    
Common Class A [Member]      
Proceeds From Issuance Of IPO     $ 345,000,000
Common stock par or stated value per share     $ 0.0001
Common Class A [Member] | Public warrants [Member]      
Exercise price of warrant   $ 11.50  
Shares issuable per warrant   1  
Common Class A [Member] | IPO [Member]      
Stock Issued During Period Shares   30,000,000  
Share Issue Price   $ 10.00  
Proceeds From Issuance Of IPO $ 345,000,000 $ 345,000,000  
Common Class A [Member] | Over-Allotment Option [Member]      
Stock Issued During Period Shares 4,500,000 4,500,000  
XML 35 R26.htm IDEA: XBRL DOCUMENT v3.22.1
Private Placement - Additional Information (Details) - Private placement warrants [Member]
Apr. 12, 2021
USD ($)
$ / shares
shares
Private Placement [Line Items]  
Class of warrants and rights issued during the period | shares 5,083,333
Class of warrants and rights issued, price per warrant | $ / shares $ 1.50
Proceeds from Issuance of warrants | $ $ 7,625,000
Common Class A [Member]  
Private Placement [Line Items]  
Shares issuable per warrant | shares 1
Exercise Price of Warrants or Rights | $ / shares $ 11.50
XML 36 R27.htm IDEA: XBRL DOCUMENT v3.22.1
Related Party Transactions - Additional Information (Details) - USD ($)
 11 Months Ended 12 Months Ended
Apr. 12, 2021
Feb. 18, 2021
Feb. 10, 2021
Dec. 31, 2021
Dec. 31, 2021
Feb. 09, 2021
Stock shares issued during the period for services value       $ 25,000    
Number of consecutive trading days for determining share price       20 days    
Accrued Costs and Expenses       $ 131,500 $ 131,500  
Related Party Administrative Fee Agreement       156,479    
Anchor Investment Agreement [Member]            
Shares to be transferred   255,555        
IPO [Member]            
Stock issued during period $ 300,000,000          
IPO [Member] | Anchor Investors [Member]            
Stock issued during period   $ 23,000,000        
Working Capital Loan [Member]            
Debt Instrument Convertible Into Warrants       $ 1,500,000 $ 1,500,000  
Debt Instrument Conversion Price       $ 1.50 $ 1.50  
Events of Initial Public Offering Transactions [Member]            
Related Party Transaction, Amounts of Transaction         $ 40,000  
Sponsor [Member] | Promissory Note [Member]            
Debt face amount           $ 300,000
Debt Instrument Interest Rate           0.00%
Due to Related Parties       $ 0 0  
Sponsor [Member] | Services Agreement [Member]            
Related Party Transaction, Amounts of Transaction       15,000    
Affiliate investment advisor [Member] | Services Agreement [Member]            
Related Party Transaction, Amounts of Transaction       $ 35,000    
Related party service agreement term of contract       24 months    
Affiliate investment advisor [Member] | Services Agreement [Member] | Minimum [Member]            
Due to Related Parties       $ 1,500,000 $ 1,500,000  
Common Class A [Member]            
Temporary equity shares outstanding       34,500,000 34,500,000  
Common Class A [Member] | Share Price More Than Or Equals To USD Twelve [Member] | Sponsor [Member]            
Share transfer, trigger price price per share       $ 12.00 $ 12.00  
Number of consecutive trading days for determining share price       30 days    
Number of trading days for determining share price       20 days    
Threshold number of trading days for determining share price from date of business combination       150 days    
Founder Shares [Member] | Common Class F [Member] | Sponsor [Member]            
Stock shares issued during the period for services value     $ 25,000      
Stock shares issued during the period for services Shares     8,625,000      
Founder Shares [Member] | Common Class A [Member]            
Temporary equity shares outstanding     1,125,000      
XML 37 R28.htm IDEA: XBRL DOCUMENT v3.22.1
Commitments and Contingencies - Additional Information (Details) - USD ($)
 11 Months Ended
Apr. 15, 2021
Apr. 12, 2021
Dec. 31, 2021
Underwriting Expense Paid     $ 5,400,000
Deferred underwriting commission per unit   $ 0.35  
Deferred underwriting commissions noncurrent   $ 9,450,000 $ 9,450,000
Anchor Investors [Member]      
Underwriting commissions not received   75,000,000  
Over-Allotment Option [Member]      
Stock shares issued during the period 4,500,000    
Underwriting Expense Paid   $ 5,400,000  
Underwriting discount paid per unit   $ 0.20  
Common Class A [Member] | Over-Allotment Option [Member]      
Overallotment option vesting period   45 days  
Stock shares issued during the period 4,500,000 4,500,000  
XML 38 R29.htm IDEA: XBRL DOCUMENT v3.22.1
Warrants - Additional Information (Details) - $ / shares
 11 Months Ended
Dec. 31, 2021
Apr. 15, 2021
Number of days after which business combination within which securities registration shall be effective 90 days  
Minimum lock In period For SEC Registration From Date Of Business Combination 20 days  
Number of consecutive trading days for determining share price 20 days  
Number of warrants or rights outstanding 16,583,333  
Redemption of warrants [Member]    
Common shares convertible per warrant 0.361 shares per whole warrant  
Private placement warrants [Member]    
Number of warrants or rights outstanding 5,083,333  
Public warrants [Member]    
Number of warrants or rights outstanding 11,500,000  
Common Class A [Member]    
Minimum lock In period For SEC Registration From Date Of Business Combination 30 days  
Common Class A [Member] | Redemption of warrants [Member]    
Class of warrants, redemption notice period 10 days  
Common shares convertible per warrant 0.361 Class A ordinary shares per warrant  
Common Class A [Member] | Private placement warrants [Member] | Share Price Equal or Less than Eighteen Rupees per dollar [Member]    
Share Price $ 18.00  
Number of consecutive trading days for determining share price 20 days  
Number of trading days for determining share price 30 days  
Common Class A [Member] | Public warrants [Member]    
Share Price   $ 11.50
Common Class A [Member] | Public warrants [Member] | Share Price Equal or Exceeds Ten point Zero Rupees per dollar [Member]    
Class of warrants, redemption price per unit $ 0.10  
Class of warrants, redemption notice period 30 days  
Share Price $ 10.00  
Number of consecutive trading days for determining share price 20 days  
Number of trading days for determining share price 30 days  
Common Class A [Member] | Public warrants [Member] | Share Price Equal or Exceeds Eighteen Rupees per dollar [Member]    
Class of warrants, redemption price per unit $ 0.01  
Class of warrants, redemption notice period 30 days  
Share Price $ 18.00  
Number of trading days for determining share price 30 days  
XML 39 R30.htm IDEA: XBRL DOCUMENT v3.22.1
Fair Value of Financial Instruments - Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring [Member]
Dec. 31, 2021
USD ($)
Liabilities:  
Warrant Liabilities $ 15,080,809
Public warrants [Member]  
Liabilities:  
Warrant Liabilities 10,453,500
Private placement warrants [Member]  
Liabilities:  
Warrant Liabilities 4,627,309
U.S. Treasury Securities held in Trust Account [Member]  
Assets:  
Investments, Fair Value Disclosure 345,017,891
Fair Value, Inputs, Level 1 [Member]  
Liabilities:  
Warrant Liabilities 10,453,500
Fair Value, Inputs, Level 1 [Member] | Public warrants [Member]  
Liabilities:  
Warrant Liabilities 10,453,500
Fair Value, Inputs, Level 1 [Member] | Private placement warrants [Member]  
Liabilities:  
Warrant Liabilities 0
Fair Value, Inputs, Level 1 [Member] | U.S. Treasury Securities held in Trust Account [Member]  
Assets:  
Investments, Fair Value Disclosure 345,017,891
Fair Value, Inputs, Level 2 [Member]  
Liabilities:  
Warrant Liabilities 0
Fair Value, Inputs, Level 2 [Member] | Public warrants [Member]  
Liabilities:  
Warrant Liabilities 0
Fair Value, Inputs, Level 2 [Member] | Private placement warrants [Member]  
Liabilities:  
Warrant Liabilities 0
Fair Value, Inputs, Level 2 [Member] | U.S. Treasury Securities held in Trust Account [Member]  
Assets:  
Investments, Fair Value Disclosure 0
Fair Value, Inputs, Level 3 [Member]  
Liabilities:  
Warrant Liabilities 4,627,309
Fair Value, Inputs, Level 3 [Member] | Public warrants [Member]  
Liabilities:  
Warrant Liabilities 0
Fair Value, Inputs, Level 3 [Member] | Private placement warrants [Member]  
Liabilities:  
Warrant Liabilities 4,627,309
Fair Value, Inputs, Level 3 [Member] | U.S. Treasury Securities held in Trust Account [Member]  
Assets:  
Investments, Fair Value Disclosure $ 0
XML 40 R31.htm IDEA: XBRL DOCUMENT v3.22.1
Fair Value of Financial Instruments - Summary of Reconciliation of Changes in Fair Value of the Beginning and Ending Balances for the Liabilities Classified as Level 3 (Detail) - Level 3 [Member]
 12 Months Ended
Dec. 31, 2021
USD ($)
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Beginning Balance $ 0
Initial value of public and private warrant liabilities 24,147,086
Public warrants reclassified to Level 1 (16,563,688)
Change in fair value (2,956,089)
Ending Balance $ 4,627,309
XML 41 R32.htm IDEA: XBRL DOCUMENT v3.22.1
Fair Value of Financial Instruments - Summary of provides quantitative information regarding Level 3 fair value measurements (Details)
Dec. 31, 2021
yr
Apr. 12, 2021
yr
Share price [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warrants and Rights Outstanding, Measurement Input 9.74 9.51
Strike price [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warrants and Rights Outstanding, Measurement Input 11.50 11.50
Expected Term [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warrants and Rights Outstanding, Measurement Input 5.85 6.09
Volatility [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warrants and Rights Outstanding, Measurement Input 14.4 24.4
Risk-free rate [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warrants and Rights Outstanding, Measurement Input 1.34 1.14
XML 42 R33.htm IDEA: XBRL DOCUMENT v3.22.1
Fair Value of Financial Instruments - Additional Information (Details)
Apr. 15, 2021
shares
Over-Allotment Option [Member] | Public warrants [Member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Class of warrants or rights, warrants issued during period 1,500,000
XML 43 R34.htm IDEA: XBRL DOCUMENT v3.22.1
Shareholders' Equity - Additional Information (Details)
 11 Months Ended
Dec. 31, 2021
$ / shares
shares
Preferred stock shares authorized 1,000,000
Preferred stock par or stated value per share | $ / shares $ 0.0001
Preferred stock shares issued 0
Preferred stock shares outstanding 0
Common Class A [Member]  
Common stock shares authorized 200,000,000
Common stock par or stated value per share | $ / shares $ 0.0001
Common stock shares issued 0
Common stock shares outstanding 0
Temporary equity shares outstanding 34,500,000
Common Class A [Member] | Founder [Member]  
Percentage of common stock issued and outstanding 20.00%
Stock Conversion Basis one-for-one basis
Common Class B [Member]  
Common stock shares authorized 20,000,000
Common stock par or stated value per share | $ / shares $ 0.0001
Common stock shares issued 8,625,000
Common stock shares outstanding 8,625,000
XML 44 d326990d10k_htm.xml IDEA: XBRL DOCUMENT 0001846163 2021-02-08 2021-12-31 0001846163 2021-12-31 0001846163 2021-04-12 2021-04-12 0001846163 2021-04-12 0001846163 2021-04-15 2021-04-15 0001846163 2021-06-30 0001846163 2021-02-07 0001846163 us-gaap:CommonClassAMember 2021-12-31 0001846163 us-gaap:CommonClassBMember 2021-12-31 0001846163 tioau:PublicWarrantsMember us-gaap:CommonClassAMember tioau:SharePriceEqualOrExceedsEighteenRupeesPerDollarMember 2021-12-31 0001846163 tioau:PublicWarrantsMember us-gaap:CommonClassAMember tioau:SharePriceEqualOrExceedsTenPointZeroRupeesPerDollarMember 2021-12-31 0001846163 tioau:PrivatePlacementWarrantsMember us-gaap:CommonClassAMember tioau:SharePriceEqualOrLessThanEighteenRupeesPerDollarMember 2021-12-31 0001846163 tioau:SponsorMember us-gaap:CommonClassAMember tioau:SharePriceMoreThanOrEqualsToUsdTwelveMember 2021-12-31 0001846163 srt:MinimumMember tioau:ServicesAgreementMember tioau:AffiliateInvestmentAdvisorMember 2021-12-31 0001846163 tioau:PromissoryNoteMember tioau:SponsorMember 2021-12-31 0001846163 tioau:WorkingCapitalLoanMember 2021-12-31 0001846163 tioau:PrivatePlacementWarrantsMember 2021-12-31 0001846163 tioau:PublicWarrantsMember 2021-12-31 0001846163 srt:MaximumMember 2021-12-31 0001846163 srt:MinimumMember 2021-12-31 0001846163 tioau:FounderMember us-gaap:CommonClassAMember 2021-12-31 0001846163 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001846163 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001846163 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001846163 us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001846163 tioau:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001846163 tioau:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001846163 tioau:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001846163 tioau:PrivatePlacementWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001846163 tioau:PublicWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001846163 tioau:PublicWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001846163 tioau:PublicWarrantsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001846163 tioau:PublicWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001846163 us-gaap:MeasurementInputRiskFreeInterestRateMember 2021-12-31 0001846163 us-gaap:MeasurementInputPriceVolatilityMember 2021-12-31 0001846163 us-gaap:MeasurementInputExpectedTermMember 2021-12-31 0001846163 us-gaap:MeasurementInputExercisePriceMember 2021-12-31 0001846163 us-gaap:MeasurementInputSharePriceMember 2021-12-31 0001846163 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2021-12-31 0001846163 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2021-12-31 0001846163 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2021-12-31 0001846163 us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2021-12-31 0001846163 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-02-08 2021-12-31 0001846163 us-gaap:AdditionalPaidInCapitalMember 2021-02-08 2021-12-31 0001846163 us-gaap:CommonClassAMember 2021-02-08 2021-12-31 0001846163 tioau:PublicWarrantsMember us-gaap:CommonClassAMember tioau:SharePriceEqualOrExceedsEighteenRupeesPerDollarMember 2021-02-08 2021-12-31 0001846163 tioau:PublicWarrantsMember us-gaap:CommonClassAMember tioau:SharePriceEqualOrExceedsTenPointZeroRupeesPerDollarMember 2021-02-08 2021-12-31 0001846163 tioau:RedemptionOfWarrantsMember us-gaap:CommonClassAMember 2021-02-08 2021-12-31 0001846163 tioau:PrivatePlacementWarrantsMember us-gaap:CommonClassAMember tioau:SharePriceEqualOrLessThanEighteenRupeesPerDollarMember 2021-02-08 2021-12-31 0001846163 us-gaap:CapitalUnitsMember 2021-02-08 2021-12-31 0001846163 us-gaap:WarrantMember 2021-02-08 2021-12-31 0001846163 tioau:SponsorMember us-gaap:CommonClassAMember tioau:SharePriceMoreThanOrEqualsToUsdTwelveMember 2021-02-08 2021-12-31 0001846163 tioau:ServicesAgreementMember tioau:SponsorMember 2021-02-08 2021-12-31 0001846163 tioau:ServicesAgreementMember tioau:AffiliateInvestmentAdvisorMember 2021-02-08 2021-12-31 0001846163 tioau:DeutscheBankSecuritiesIncMember us-gaap:OverAllotmentOptionMember 2021-02-08 2021-12-31 0001846163 tioau:ClassARedeemableCommonStockMember 2021-02-08 2021-12-31 0001846163 tioau:ClassAAndClassBNonRedeemableCommonStockMember 2021-02-08 2021-12-31 0001846163 tioau:FounderMember us-gaap:CommonClassAMember 2021-02-08 2021-12-31 0001846163 us-gaap:RetainedEarningsMember 2021-02-08 2021-12-31 0001846163 tioau:RedemptionOfWarrantsMember 2021-02-08 2021-12-31 0001846163 us-gaap:CommonClassAMember us-gaap:OverAllotmentOptionMember 2021-04-12 2021-04-12 0001846163 us-gaap:OverAllotmentOptionMember 2021-04-12 2021-04-12 0001846163 us-gaap:CommonClassAMember us-gaap:IPOMember 2021-04-12 2021-04-12 0001846163 tioau:PrivatePlacementWarrantsMember 2021-04-12 2021-04-12 0001846163 us-gaap:PrivatePlacementMember 2021-04-12 2021-04-12 0001846163 us-gaap:IPOMember 2021-04-12 2021-04-12 0001846163 us-gaap:OverAllotmentOptionMember 2021-04-15 2021-04-15 0001846163 us-gaap:CommonClassAMember us-gaap:OverAllotmentOptionMember 2021-04-15 2021-04-15 0001846163 us-gaap:CommonClassAMember us-gaap:IPOMember 2021-04-15 2021-04-15 0001846163 tioau:PublicWarrantsMember us-gaap:OverAllotmentOptionMember 2021-04-15 2021-04-15 0001846163 us-gaap:CommonClassAMember us-gaap:IPOMember 2021-04-15 0001846163 tioau:PublicWarrantsMember us-gaap:CommonClassAMember 2021-04-15 0001846163 us-gaap:OverAllotmentOptionMember 2021-04-15 0001846163 tioau:AnchorInvestorsMember 2021-04-12 0001846163 us-gaap:CommonClassAMember us-gaap:IPOMember 2021-04-12 0001846163 us-gaap:IPOMember 2021-04-12 0001846163 tioau:PublicWarrantsMember us-gaap:CommonClassAMember 2021-04-12 0001846163 tioau:PrivatePlacementWarrantsMember us-gaap:CommonClassAMember 2021-04-12 0001846163 us-gaap:PrivatePlacementMember 2021-04-12 0001846163 srt:MinimumMember 2021-04-12 0001846163 us-gaap:MeasurementInputRiskFreeInterestRateMember 2021-04-12 0001846163 us-gaap:MeasurementInputPriceVolatilityMember 2021-04-12 0001846163 us-gaap:MeasurementInputExpectedTermMember 2021-04-12 0001846163 us-gaap:MeasurementInputExercisePriceMember 2021-04-12 0001846163 us-gaap:MeasurementInputSharePriceMember 2021-04-12 0001846163 tioau:SponsorMember tioau:CommonClassFMember tioau:FounderSharesMember 2021-02-10 2021-02-10 0001846163 us-gaap:CommonClassAMember tioau:FounderSharesMember 2021-02-10 0001846163 tioau:AnchorInvestorsMember us-gaap:IPOMember 2021-02-18 2021-02-18 0001846163 tioau:AnchorInvestmentAgreementMember 2021-02-18 0001846163 tioau:PromissoryNoteMember tioau:SponsorMember 2021-02-09 0001846163 tioau:EventsOfInitialPublicOfferingTransactionsMember 2021-01-01 2021-12-31 0001846163 us-gaap:FairValueInputsLevel3Member 2021-01-01 2021-12-31 0001846163 us-gaap:CommonClassAMember 2022-03-30 0001846163 us-gaap:CommonClassBMember 2022-03-30 0001846163 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-02-07 0001846163 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-02-07 0001846163 us-gaap:AdditionalPaidInCapitalMember 2021-02-07 0001846163 us-gaap:RetainedEarningsMember 2021-02-07 0001846163 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-12-31 0001846163 us-gaap:RetainedEarningsMember 2021-12-31 0001846163 us-gaap:FairValueInputsLevel3Member 2020-12-31 0001846163 us-gaap:FairValueInputsLevel3Member 2021-12-31 iso4217:USD shares utr:Day utr:Month pure iso4217:USD shares utr:Year utr:Y false FY 0001846163 00-0000000 0.33 10-K true 2021-12-31 --12-31 2021 false 001-40317 TIO TECH A E9 Unter den Linden 21 10117 Berlin DE 10117 49 30 2092 4040 Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant TIOAU NASDAQ Class A ordinary shares, par value $0.0001 par value TIOA NASDAQ Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share TIOAW NASDAQ No No Yes Yes 688 Marcum LLP New York, NY Non-accelerated Filer true true false false true 334650000 34500000 8625000 763789 250593 1014382 62223 345017891 346094496 315731 156479 472210 15080809 9450000 25003019 34500000 345000000 0.0001 1000000 0 0 0.0001 200000000 0 0 34500000 0.0001 20000000 8625000 8625000 863 -23909386 -23908523 346094496 1112262 -1112262 17891 -9066277 749481 8334687 7222425 34448864 0.17 8403462 0.17 0 0 8625000 863 24137 25000 5083333 41602 41602 -65739 -31131811 -31197550 7222425 7222425 8625000 863 -23909386 -23908523 7222425 17891 749481 -9066277 312816 315731 156479 -952868 345000000 -345000000 339600000 7625000 174890 149890 533343 346716657 763789 0 763789 24147086 345000000 31197550 9450000 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Note 1 — Organization and Business Operations </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">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. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">As of December 31, 2021, the Company had not commenced any operations. All activity through December 31, 2021 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 <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">generate non-operating income</div> 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. </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">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”), <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">a 45-day option</div> 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 3. Each Unit consists of one Class A ordinary share and <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">one-third</div> 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. </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 5,083,333 warrants (the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant, in 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 4. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Transaction costs of the Initial Public Offering amounted to $15,383,343 consisting of $5,400,000 of underwriting discount, $9,450,000 of deferred underwriting discount, and $533,343 of other offering costs, of which $749,481 were allocated to warrants and charged to expense. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">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 <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Rule 2a-7 promulgated</div> 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. </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company’s management has broad discretion with respect to the specific application of 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. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">The Company will provide holders (the “Public Shareholders”) of its Class A ordinary shares sold in the Initial Public Offering (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">The per-share amount</div> 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.” </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">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 <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">a per-share price,</div> 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. </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, 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, including liabilities under the Securities Act of 1933, 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 possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent 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. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company anticipates structuring the Business Combination so that the post-transaction 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. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-indent: 0px;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Risks and Uncertainties </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt; text-indent: 0px;">Management continues to evaluate the impact of <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">the COVID-19 pandemic</div> 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. </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt; text-indent: 0px;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Liquidity and Capital Resources </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt; text-indent: 0px;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">As of December 31 2021, the Company had<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><div style="font-size: 10pt; font-family: &quot;Times New Roman&quot;, &quot;serif&quot;; letter-spacing: 0px; top: 0px;;display:inline;">approximately</div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"> $763,789 in its operating bank account and working capital of $542,172. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt; text-indent: 0px;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Going Concern</div></div> </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt; text-indent: 0px;"><div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company anticipates that the $763,789 outside of the Trust Account as of December 31, 2021, 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 any additional Working Capital Loans (as defined in Note 5) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination. </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-indent: 0px;"><div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company can raise additional capital through Working Capital Loans from the initial stockholders, the Company’s officers, directors, or their respective affiliates (which is 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 reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. </div></div></div> 30000000 P45D 4500000 4500000 10.00 345000000 11.50 5083333 1.50 7625000 15383343 5400000 9450000 533343 749481 345000000 P185D 0.80 0.50 10.00 P24M 100000 1 0.50 763789 542172 763789 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Note 2— Significant Accounting Policies Basis of Presentation </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Emerging Growth Company Status </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company is an “emerging growth company,” as defined in 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 auditor 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 shareholder approval of any golden parachute payments not previously approved. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">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 Securities Exchange Act of 1934, as amended (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 <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">to non-emerging growth</div> 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. </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Use of Estimates </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions 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. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Cash and Cash Equivalents </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2021, the Company had $763,789 in cash and no cash equivalents. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Investments Held in Trust Account </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt; text-indent: 0px;"><div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">At December 31, 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, 2021, the Company did not withdraw any of the interest income from the Trust Account. </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Concentration of Credit Risk </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Financial instruments that potentially subject the Company to concentrations of 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, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Offering Costs Associated with the Initial Public Offering </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">The Company complies with the requirements of <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">ASC 340-10-S99-1 and</div></div></div> 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, 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. </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Class A Ordinary Shares Subject to Possible Redemption </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company accounts 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 features 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,<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div><div style="letter-spacing: 0px; top: 0px;;display:inline;">2021,</div> 34,500,000 </div><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px; text-indent: 0px;;display:inline;">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.</div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">As of December 31, 2021, the Class A Common Stock reflected in the balance sheet is reconciled in the following table: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 68%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 83%; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 4%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Gross Proceeds</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">345,000,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Less:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Proceeds allocated to public warrants</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(16,563,688</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Issuance costs related to Class A common stock</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(14,633,862</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Plus:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Accretion of carrying value to redemption value</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">31,197,550</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Contingently redeemable Class A common stock</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">345,000,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> </table> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Income Taxes </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">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 than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Net Income Per Ordinary Share </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">The Company applies the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">two-class</div> method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class 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 IPO 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. Accretion 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. </div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 68%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 84%;"/> <td style="width: 6%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">For the</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Period from<br/> February 8,<br/> 2021<br/> (inception) to</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2021</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Class A ordinary shares subject to possible redemption</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Numerator:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Net income allocable to Class A ordinary shares subject to possible redemption</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5,806,087</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Denominator:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Weighted Average Redeemable Class A ordinary shares, Basic and Diluted</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">34,448,864</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic and Diluted net income per share, Redeemable Class A Ordinary shares</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.17</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;">Class A and <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Class B non-redeemable</div> ordinary shares</div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Numerator:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Net income allocable to Class B ordinary shares not subject to redemption</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1,416,338</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Denominator:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;">Weighted <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Average Non-Redeemable Ordinary</div> shares, Basic and Diluted</div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">8,403,462</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic and diluted net income per share, ordinary shares</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.17</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> </table> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Derivative Financial Instruments </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">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 <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">re-valued</div> 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 sheet as current <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">or non-current based</div> on whether or <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">not net-cash settlement</div> or conversion of the instrument could be required within 12 months of the balance sheet date. </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">FASB <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">ASC 470-20, Debt</div> 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. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Fair Value Measurements </div></div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">are re-measured and</div> reported at fair value at each reporting period, <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">and non-financial assets</div> and liabilities that <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">are re-measured and</div> reported at fair value at least annually. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: </div></div> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 8%; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 1%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 91%; font-family: &quot;Times New Roman&quot;;"/> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Level 1 —</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;">Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.</td> </tr> </table> <div style="clear: both; max-height: 0px;"/> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 8%; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 1%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 91%; font-family: &quot;Times New Roman&quot;;"/> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Level 2 —</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;">Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.</td> </tr> </table> <div style="clear: both; max-height: 0px;"/> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 8%; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 1%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 91%; font-family: &quot;Times New Roman&quot;;"/> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Level 3 —</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;">Valuations based on inputs that are unobservable and significant to the overall fair value measurement.</td> </tr> </table> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Recent Accounting Standards </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">(“ASU”) 2020-06, Debt</div> — Debt with Conversion and Other Options <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">(Subtopic 470-20) and</div> Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">815-40)</div> (“ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2020-06”)</div> to simplify accounting for certain financial instruments. <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">ASU 2020-06 eliminates</div> the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">ASU 2020-06 amends</div> the diluted earnings per share guidance, including the requirement to use <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">the if-converted method</div> for all convertible instruments. <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">ASU 2020-06 is</div> effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">ASU 2020-06 would</div> have on its financial position, results of operations or cash flows. </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Emerging Growth Company Status </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company is an “emerging growth company,” as defined in 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 auditor 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 shareholder approval of any golden parachute payments not previously approved. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">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 Securities Exchange Act of 1934, as amended (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 <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">to non-emerging growth</div> 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. </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Use of Estimates </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions 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. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Cash and Cash Equivalents </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2021, the Company had $763,789 in cash and no cash equivalents. </div></div> 763789 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Investments Held in Trust Account </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt; text-indent: 0px;"><div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">At December 31, 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, 2021, the Company did not withdraw any of the interest income from the Trust Account. </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Concentration of Credit Risk </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Financial instruments that potentially subject the Company to concentrations of 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, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. </div></div> 250000 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Offering Costs Associated with the Initial Public Offering </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">The Company complies with the requirements of <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">ASC 340-10-S99-1 and</div></div></div> 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, 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. </div> 15383343 5400000 9450000 533343 749481 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Class A Ordinary Shares Subject to Possible Redemption </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company accounts 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 features 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,<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div><div style="letter-spacing: 0px; top: 0px;;display:inline;">2021,</div> 34,500,000 </div><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px; text-indent: 0px;;display:inline;">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.</div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">As of December 31, 2021, the Class A Common Stock reflected in the balance sheet is reconciled in the following table: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 68%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 83%; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 4%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Gross Proceeds</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">345,000,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Less:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Proceeds allocated to public warrants</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(16,563,688</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Issuance costs related to Class A common stock</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(14,633,862</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Plus:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Accretion of carrying value to redemption value</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">31,197,550</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Contingently redeemable Class A common stock</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">345,000,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> </table> 34500000 <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">As of December 31, 2021, the Class A Common Stock reflected in the balance sheet is reconciled in the following table: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 68%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 83%; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 4%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Gross Proceeds</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">345,000,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Less:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Proceeds allocated to public warrants</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(16,563,688</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Issuance costs related to Class A common stock</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(14,633,862</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Plus:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Accretion of carrying value to redemption value</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">31,197,550</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Contingently redeemable Class A common stock</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">345,000,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> </table> 345000000 -16563688 -14633862 31197550 345000000 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Income Taxes </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">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 than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. </div></div> 0 0 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Net Income Per Ordinary Share </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">The Company applies the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">two-class</div> method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class 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 IPO 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. Accretion 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. </div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 68%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 84%;"/> <td style="width: 6%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">For the</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Period from<br/> February 8,<br/> 2021<br/> (inception) to</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2021</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Class A ordinary shares subject to possible redemption</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Numerator:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Net income allocable to Class A ordinary shares subject to possible redemption</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5,806,087</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Denominator:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Weighted Average Redeemable Class A ordinary shares, Basic and Diluted</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">34,448,864</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic and Diluted net income per share, Redeemable Class A Ordinary shares</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.17</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;">Class A and <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Class B non-redeemable</div> ordinary shares</div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Numerator:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Net income allocable to Class B ordinary shares not subject to redemption</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1,416,338</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Denominator:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;">Weighted <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Average Non-Redeemable Ordinary</div> shares, Basic and Diluted</div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">8,403,462</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic and diluted net income per share, ordinary shares</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.17</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 68%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 84%;"/> <td style="width: 6%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">For the</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Period from<br/> February 8,<br/> 2021<br/> (inception) to</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2021</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Class A ordinary shares subject to possible redemption</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Numerator:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Net income allocable to Class A ordinary shares subject to possible redemption</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5,806,087</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Denominator:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Weighted Average Redeemable Class A ordinary shares, Basic and Diluted</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">34,448,864</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic and Diluted net income per share, Redeemable Class A Ordinary shares</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.17</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;">Class A and <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Class B non-redeemable</div> ordinary shares</div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Numerator:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Net income allocable to Class B ordinary shares not subject to redemption</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1,416,338</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Denominator:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;">Weighted <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Average Non-Redeemable Ordinary</div> shares, Basic and Diluted</div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">8,403,462</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic and diluted net income per share, ordinary shares</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.17</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> </table> 5806087 34448864 0.17 1416338 8403462 0.17 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Derivative Financial Instruments </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">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 <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">re-valued</div> 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 sheet as current <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">or non-current based</div> on whether or <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">not net-cash settlement</div> or conversion of the instrument could be required within 12 months of the balance sheet date. </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">FASB <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">ASC 470-20, Debt</div> 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. </div></div> P12M <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Fair Value Measurements </div></div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">are re-measured and</div> reported at fair value at each reporting period, <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">and non-financial assets</div> and liabilities that <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">are re-measured and</div> reported at fair value at least annually. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: </div></div> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 8%; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 1%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 91%; font-family: &quot;Times New Roman&quot;;"/> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Level 1 —</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;">Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.</td> </tr> </table> <div style="clear: both; max-height: 0px;"/> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 8%; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 1%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 91%; font-family: &quot;Times New Roman&quot;;"/> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Level 2 —</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;">Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.</td> </tr> </table> <div style="clear: both; max-height: 0px;"/> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 8%; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 1%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 91%; font-family: &quot;Times New Roman&quot;;"/> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Level 3 —</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;">Valuations based on inputs that are unobservable and significant to the overall fair value measurement.</td> </tr> </table> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Recent Accounting Standards </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">(“ASU”) 2020-06, Debt</div> — Debt with Conversion and Other Options <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">(Subtopic 470-20) and</div> Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">815-40)</div> (“ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2020-06”)</div> to simplify accounting for certain financial instruments. <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">ASU 2020-06 eliminates</div> the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">ASU 2020-06 amends</div> the diluted earnings per share guidance, including the requirement to use <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">the if-converted method</div> for all convertible instruments. <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">ASU 2020-06 is</div> effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">ASU 2020-06 would</div> have on its financial position, results of operations or cash flows. </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Note 3 — Initial Public Offering </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">The Company consummated its Initial Public Offering of 30,000,000 Units on April 12, 2021. Each Unit consists of one Class A ordinary share, $0.0001 par value per share <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">and <span style="-sec-ix-hidden:hidden41513735">one-thir</span>d of</div> one redeemable warrant to purchase one Class A ordinary share. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $300,000,000. </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">The Company granted the Underwriters in the Initial Public Offering <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">a 45-day option</div> 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. The exercise of the over-allotment, generated an aggregate of gross proceeds of $45,000,000, and incurred $900,000 in cash underwriting fees. The Company’s previously issued balance sheet as of April 12, 2021 on <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Form 8-K should</div> no longer be relied upon. As such, the Company has adjusted its balance sheet as of April 12, 2021 on <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Form 8-K filed</div> on April 26, 2021. </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Upon closing of the Initial Public Offering and the sale of the Over-Allotment Units, a total of $345,000,000 ($10.00 per Unit) was placed in a U.S.-based trust account, with Continental Stock Transfer &amp; Trust Company acting as trustee. </div></div> 30000000 1 0.0001 1 11.50 10.00 300000000 P45D 4500000 4500000 10.00 45000000 900000 345000000 10.00 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Note 4 — Private Placement </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,083,333 Private Placement Warrants at a price of $1.50 per warrant ($7,625,000 in the aggregate), each Private Placement Warrant is exercisable to purchase one share of Class A ordinary shares at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from our Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Private Placement Warrants </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Private Placement Warrants will be identical to the warrants sold as part of the Units in the Initial Public Offering except that the Private Placement Warrants, so long as they are held by the initial shareholders or their respective permitted transferees, (i) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination, subject to certain exceptions, (ii) will not be redeemable by the Company, (iii) may be exercised on a cashless basis, and (iv) will be entitled to registration rights. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units being sold in the Initial Public Offering. </div></div> 5083333 1.50 7625000 1 11.50 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-indent: 0px;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Note 5 — Related Party Transactions </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt; text-indent: 0px;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Founder Shares </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt; text-indent: 0px;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">On February 10, 2021, the Company issued 8,625,000 Founder Shares for an aggregate purchase price of $25,000. Up to 1,125,000 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the Underwriter’s over-allotment option is exercised. On April 15, 2021, the Underwriter’s over-allotment option was exercised in full, and the Founder Shares are no longer subject to forfeiture </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-indent: 0px;">The Sponsor and certain qualified institutional investors (the “Anchor Investors”) have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">share sub-divisions, share</div> capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">any 30-trading day</div> period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lockup. </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt; text-indent: 0px;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Anchor Investor Agreements </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt; text-indent: 0px;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company’s Anchor Investors purchased an aggregate of $23,000,000 of Units in the Company’s Initial Public Offering. On February 18, 2021, the Company, the Sponsor and the Anchor Investors entered into agreements (the “Anchor Investor Agreements”), pursuant to which upon consummation of the Company’s initial Business Combination, the Sponsor will grant an aggregate of 255,555 of the Founder Shares it holds at the time of the initial Business Combination to the Anchor Investors for no additional consideration. The Anchor Investors have agreed that if they beneficially hold less than the required number of shares per the Anchor Investor Agreements upon consummation of the Company’s initial Business Combination, then they will not be granted any Founder Shares in connection with their expression of interest. In addition, in the event that the Company’s Anchor Investors purchase Units (either in the Initial Public Offering or after) and vote their public shares in favor of the Company’s initial Business Combination, it is possible that no votes from public stockholders would be required to approve the Company’s initial Business Combination, depending on the number of shares that are present at the meeting to approve such transaction. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt; text-indent: 0px;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Due to Related Party </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt; text-indent: 0px;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">As of December 31, 2021, this balance is comprised of $156,479 </div><div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px; text-indent: 0px;;display:inline;">incurred pursuant to the Administrative Service Fee agreement discussed below.</div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt; text-indent: 0px;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Promissory Note — Related Party </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt; text-indent: 0px;">On February 9, 2021, the Company issued a promissory note (the “Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">is non-interest bearing</div> and payable on the earlier of (i) December 31, 2021 or (ii) the Initial Public Offering. As of December 31, 2021, there are no borrowings outstanding under the Note. </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt; text-indent: 0px;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Working Capital Loans </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt; text-indent: 0px;">In order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital 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. Such warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of the initial Business Combination, the Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does 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 the Company’s Trust Account. As of December 31, 2021, the Company had no borrowings under any Working Capital Loans </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Administrative Service Fee </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">Commencing on the consummation of the Offering, the Company has agreed to pay the Sponsor a total of $15,000 per month from funds held outside the Trust Account for up to 24 months, which will be paid to the Company’s affiliate investment advisor for identifying, investigating and completing an initial Business Combination. The Sponsor or certain of its shareholders will also pay $35,000 per month to the Company’s affiliate investment advisor for up to 24 months and will pay a fee of $1,500,000 <div style="text-indent: 0px;;display:inline;">in the event of a successful business combination, less (i) the amounts previously paid by the Company 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. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of December 31, 2021,</div> $131,500 had been incurred, all of which was outstanding and included in accrued costs and expenses. </div> 8625000 25000 1125000 12.00 P20D P30D P150D 23000000 255555 156479 300000 0 0 1500000 1.50 15000 P24M 35000 1500000 40000 131500 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Note 6 — Commitments and Contingencies Registration Rights </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the Initial Public Offering, (ii) Private Placement Warrants, which were issued in a private placement simultaneously with the closing of the Initial Public Offering and 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 the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Underwriting Agreement </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">The Company granted the Underwriter <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">a 45-day option</div> from the date of the final prospectus relating to the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On April 15, 2021, the Underwriter’s over-allotment option was exercised in full. </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Underwriter received an underwriting discount of $0.20 per unit, or $5.4 million in the aggregate upon the closing of the Initial Public Offering and the settlement of the over-allotment option. In addition, $0.35 per unit, or approximately $9.45 million in the aggregate will be payable to the Underwriter for deferred underwriting commissions. The deferred fee will become payable to the Underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The Underwriter did not receive any underwriting discounts or commissions on an aggregate of $75,000,000 of Units purchased by the Anchor Investors or other investors that expressed an interest in purchasing Units in our Initial Public Offering. </div></div> P45D 4500000 0.20 5400000 0.35 9450000 75000000 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Note 7 — Warrants </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">As of December 31, 2021, the Company had 16,583,333 outstanding warrants (11,500,000 Public Warrants and 5,083,333 Private Placement Warrants). The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement registering the sale, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the transfer of Class A ordinary shares issuable upon exercise of the warrants is not effective by the 90th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s 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 a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain an effective registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify for sale the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price for a warrant by surrendering each such warrant for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361 shares per whole warrant. The “fair market value” shall mean the VWAP (as defined below) of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. “VWAP” per share of the Company’s Class A ordinary shares on any trading day means the per share volume weighted average price as displayed under the heading Bloomberg VWAP on the Bloomberg (or, if Bloomberg ceases to publish such price, any successor service reasonably chosen by the company) page “VAP” (or its equivalent successor if such page is not available) in respect of the period from the open of trading on the relevant trading day until the close of trading on such trading day (or if such volume-weighted average price is unavailable, the market price of one Class A ordinary share on such trading day determined, using a volume weighted average method, by an independent financial advisor retained for such purpose by the company). “VWAP” for a period of multiple trading days means the volume-weighted average of the respective VWAPs for the trading days in such period. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Once the warrants become exercisable, the Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants): </div></div> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="page-break-inside: avoid;"> <td style="width: 5%;"> </td> <td style="width: 3%; vertical-align: top;;text-align:left;">•</td> <td style="width: 1%; vertical-align: top;"> </td> <td style="vertical-align: top;;text-align:left;"><div style="text-align: left; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">in whole and not in part; </div></div></td></tr></table> <div style="clear: both; max-height: 0px;"/> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="page-break-inside: avoid;"> <td style="width: 5%;"> </td> <td style="width: 3%; vertical-align: top;;text-align:left;">•</td> <td style="width: 1%; vertical-align: top;"> </td> <td style="vertical-align: top;;text-align:left;"><div style="text-align: left; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">at a price of $0.01 per warrant; </div></div></td></tr></table> <div style="clear: both; max-height: 0px;"/> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="page-break-inside: avoid;"> <td style="width: 5%;"> </td> <td style="width: 3%; vertical-align: top;;text-align:left;">•</td> <td style="width: 1%; vertical-align: top;"> </td> <td style="vertical-align: top;;text-align:left;"><div style="text-align: left; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">upon a minimum of 30 days’ prior written notice of redemption; and </div></div></td></tr></table> <div style="clear: both; max-height: 0px;"/> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="page-break-inside: avoid;"> <td style="width: 5%;"> </td> <td style="width: 3%; vertical-align: top;;text-align:left;">•</td> <td style="width: 1%; vertical-align: top;"> </td> <td style="vertical-align: top;;text-align:left;"><div style="text-align: left; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;">if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">a 30-trading day</div> period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. </div></td></tr></table> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">In addition, once the warrants become exercisable, the Company may call the warrants for redemption: </div></div> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="page-break-inside: avoid;"> <td style="width: 5%;"> </td> <td style="width: 3%; vertical-align: top;;text-align:left;">•</td> <td style="width: 1%; vertical-align: top;"> </td> <td style="vertical-align: top;;text-align:left;"><div style="text-align: left; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">in whole and not in part; </div></div></td></tr></table> <div style="clear: both; max-height: 0px;"/> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="page-break-inside: avoid;"> <td style="width: 5%;"> </td> <td style="width: 3%; vertical-align: top;;text-align:left;">•</td> <td style="width: 1%; vertical-align: top;"> </td> <td style="vertical-align: top;;text-align:left;"><div style="text-align: left; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares; </div></div></td></tr></table> <div style="clear: both; max-height: 0px;"/> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="page-break-inside: avoid;"> <td style="width: 5%;"> </td> <td style="width: 3%; vertical-align: top;;text-align:left;">•</td> <td style="width: 1%; vertical-align: top;"> </td> <td style="vertical-align: top;;text-align:left;"><div style="text-align: left; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;">if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">the 30-trading day</div> period ending three trading days before the Company sends the notice of redemption to the warrant holders; and </div></td></tr></table> <div style="clear: both; max-height: 0px;"/> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="page-break-inside: avoid;"> <td style="width: 5%;"> </td> <td style="width: 3%; vertical-align: top;;text-align:left;">•</td> <td style="width: 1%; vertical-align: top;"> </td> <td style="vertical-align: top;;text-align:left;"><div style="text-align: left; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;">if the closing price of the Class A ordinary shares for any 20 trading days within <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">a 30-trading day</div> period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. </div></td></tr></table> <div style="clear: both; max-height: 0px;"/> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume-weighted average price of the Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company does not complete the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">The Company has accounted for the 16,583,333 warrants issued in connection with the Initial Public Offering and Private Placement in accordance with the guidance contained in FASB <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">ASC 815-40. Such</div> guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">The warrant agreement contains an alternative issuance provision that if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Class A ordinary shares (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by shareholders of the Company as provided for in the Charter or as a result of the redemption of Class A ordinary shares by the Company if a proposed initial Business Combination is presented to the shareholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">of Rule 13d-5(b)(1) under the</div> Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of</div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Rule 12b-2 under the</div> Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">of Rule 13d-3 under the</div> Exchange Act (or any successor rule)) more than 50% of the outstanding Class A ordinary shares, the holder of a warrant shall be entitled to receive as the alternative issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Class A ordinary shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for and further, if less than 70% of the consideration receivable by the holders of the Class A ordinary shares in the Business Combination is payable in the form of common equity in the successor entity, and if the holders of the warrants properly exercises the warrants within thirty days following the public disclosure of the consummation of Business Combination by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus(ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of the Class A ordinary shares consists exclusively of cash, the amount of such cash per Class A ordinary shares, and (ii) in all other cases, the volume weighted average price of the Class A ordinary shares as reported during <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">the ten-trading day</div> period ending on the trading day prior to the effective date of the Business Combination. </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">The guidance contained in <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">ASC 815-40 provides</div> that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability due to the existence of provisions whereby adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">a “fixed-for-fixed” option</div></div> and the existence of the potential for net cash settlement for the warrant holders (but not all shareholders) in the event of a tender offer. </div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of Initial Public Offering. Accordingly, the Company has classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">to re-measurement at</div> each balance sheet date. With each <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">such re-measurement, the</div> warrant liabilities will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. </div> 16583333 11500000 5083333 P30D P20D P90D 0.361 shares per whole warrant P10D 0.01 P30D 18.00 P20D P30D 0.10 P30D 10.00 P20D P30D P20D P30D 18.00 P10D 0.361 Class A ordinary shares per warrant 16583333 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Note 8 —  Fair Value of Financial Instruments </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company’s warrant liabilities were initially valued as of April 12, 2021, the date of the IPO. As of that date, the over-allotment option had not yet been exercised and the funds in the Trust Account were all in cash and not yet invested. On April 15, 2021, the underwriters exercised their over-allotment option in full which contributed an additional 1,500,000 Public warrants. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 92%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 53%;"/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,<br/> 2021</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Quoted<br/> Priced in</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Active</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Markets</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">(Level 1)</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Significant<br/> Other<br/> Observable<br/> Inputs<br/> Observable<br/> Inputs<br/> (Level 2)</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Significant<br/> Other<br/> Unobservable<br/> Inputs</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">(Level 3)</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Assets:</div></div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">U.S. Treasury Securities held in Trust Account</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">345,017,891</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">345,017,891</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;"> —  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Liabilities:</div></div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Public warrant liabilities, including over-allotment</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">10,453,500</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">10,453,500</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Private warrant liabilities</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">4,627,309</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">4,627,309</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Warrant liabilities</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">15,080,809</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">10,453,500</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">4,627,309</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td></tr></table> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">The Company initially utilized the trading value of the public warrants and a Monte Carlo simulation model to value the private placement warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liabilities was initially determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Treasury zero-coupon yield</div> curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table provides quantitative information regarding Level 3 fair value measurements: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 73%;"/> <td style="width: 10%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 9%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;">  </td> <td colspan="2" style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"> </td> <td colspan="2" style="vertical-align: bottom;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">April 12, 2021</div></div></td> <td style="vertical-align: bottom;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;">  </td> <td colspan="2" style="vertical-align: bottom;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,</div></div></td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"> </td> <td colspan="2" style="vertical-align: bottom;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">(Initial</div></div></td> <td style="vertical-align: bottom;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;">  </td> <td colspan="2" style="vertical-align: bottom;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2021</div></div></td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"> </td> <td colspan="2" style="vertical-align: bottom;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Measurement)</div></div></td> <td style="vertical-align: bottom;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Share price</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">9.74</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">9.51</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Strike price</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">11.50</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">11.50</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Term (in years)</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5.85</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">6.09</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Volatility</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">14.4</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">24.4</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Risk-free rate</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1.34</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1.14</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> </tr> </table> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">There were transfers into or out of Level 3 during the period from February 8, 2021 (inception) through December 31, 2021. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the liabilities classified as Level 3: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 68%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 83%;"/> <td style="width: 7%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Warrant</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Liability</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Fair value at December 31, 2020</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Initial value of public and private warrant liabilities</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">24,147,086</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Public warrants reclassified to Level 1</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(16,563,688</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Change in fair value</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(2,956,089</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Fair Value at December 31, 2021</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">4,627,309</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> </table> 1500000 <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 92%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 53%;"/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,<br/> 2021</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Quoted<br/> Priced in</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Active</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Markets</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">(Level 1)</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Significant<br/> Other<br/> Observable<br/> Inputs<br/> Observable<br/> Inputs<br/> (Level 2)</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Significant<br/> Other<br/> Unobservable<br/> Inputs</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">(Level 3)</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Assets:</div></div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">U.S. Treasury Securities held in Trust Account</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">345,017,891</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">345,017,891</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;"> —  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Liabilities:</div></div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Public warrant liabilities, including over-allotment</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">10,453,500</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">10,453,500</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Private warrant liabilities</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">4,627,309</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">4,627,309</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Warrant liabilities</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">15,080,809</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">10,453,500</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">4,627,309</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td></tr></table> 345017891 345017891 0 0 10453500 10453500 0 0 4627309 0 0 4627309 15080809 10453500 0 4627309 <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table provides quantitative information regarding Level 3 fair value measurements: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 73%;"/> <td style="width: 10%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 9%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;">  </td> <td colspan="2" style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"> </td> <td colspan="2" style="vertical-align: bottom;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">April 12, 2021</div></div></td> <td style="vertical-align: bottom;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;">  </td> <td colspan="2" style="vertical-align: bottom;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,</div></div></td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"> </td> <td colspan="2" style="vertical-align: bottom;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">(Initial</div></div></td> <td style="vertical-align: bottom;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;">  </td> <td colspan="2" style="vertical-align: bottom;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2021</div></div></td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"> </td> <td colspan="2" style="vertical-align: bottom;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Measurement)</div></div></td> <td style="vertical-align: bottom;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Share price</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">9.74</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">9.51</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Strike price</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">11.50</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">11.50</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Term (in years)</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5.85</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">6.09</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Volatility</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">14.4</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">24.4</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Risk-free rate</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1.34</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1.14</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> </tr> </table> 9.74 9.51 11.50 11.50 5.85 6.09 14.4 24.4 1.34 1.14 <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the liabilities classified as Level 3: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 68%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 83%;"/> <td style="width: 7%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Warrant</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Liability</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Fair value at December 31, 2020</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Initial value of public and private warrant liabilities</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">24,147,086</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Public warrants reclassified to Level 1</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(16,563,688</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Change in fair value</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(2,956,089</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Fair Value at December 31, 2021</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">4,627,309</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> </table> 0 24147086 -16563688 -2956089 4627309 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Note 9 — Shareholders’ Equity </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Preference Shares —</div></div></div></div> The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2021, there were no preference shares issued or outstanding. </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Class</div></div></div></div><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;"> A Ordinary Shares</div></div></div></div> — The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $0.0001 each. At December 31, 2021, there were 0 shares issued and outstanding, excluding 34,500,000 shares subject to possible redemption. </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Class</div></div></div></div><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;"> B Ordinary Shares</div></div></div></div> — The Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $0.0001 each. As of December 31, 2021, there were 8,625,000 shares of Class B ordinary shares issued and outstanding. </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or the rules of The Nasdaq Stock Market LLC then in effect. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act (2020 Revision) of the Cayman Islands or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-indent: 0px;">The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.</div> 1000000 0.0001 0 0 200000000 0.0001 0 0 34500000 20000000 0.0001 8625000 8625000 one-for-one basis 0.20 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt; text-indent: 0px;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Note 10 — Subsequent Events </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt; text-indent: 0px;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. </div><br/></div> EXCEL 45 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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end XML 46 Show.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 47 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 48 FilingSummary.xml IDEA: XBRL DOCUMENT 3.22.1 html 102 203 1 false 43 0 false 8 false false R1.htm 1001 - Document - Cover Page Sheet http://tio.com/role/CoverPage Cover Page Cover 1 false false R2.htm 1002 - Statement - BALANCE SHEET Sheet http://tio.com/role/BalanceSheet BALANCE SHEET Statements 2 false false R3.htm 1003 - Statement - BALANCE SHEET (Parenthetical) Sheet http://tio.com/role/BalanceSheetParenthetical BALANCE SHEET (Parenthetical) Statements 3 false false R4.htm 1004 - Statement - STATEMENT OF OPERATIONS Sheet http://tio.com/role/StatementOfOperations STATEMENT OF OPERATIONS Statements 4 false false R5.htm 1005 - Statement - STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY Sheet http://tio.com/role/StatementOfChangesInShareholdersEquity STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY Statements 5 false false R6.htm 1006 - Statement - STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) Sheet http://tio.com/role/StatementOfChangesInShareholdersEquityParenthetical STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) Statements 6 false false R7.htm 1007 - Statement - STATEMENT OF CASH FLOWS Sheet http://tio.com/role/StatementOfCashFlows STATEMENT OF CASH FLOWS Statements 7 false false R8.htm 1008 - Disclosure - Organization and Business Operations Sheet http://tio.com/role/OrganizationAndBusinessOperations Organization and Business Operations Notes 8 false false R9.htm 1009 - Disclosure - Significant Accounting Policies Basis of Presentation Sheet http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentation Significant Accounting Policies Basis of Presentation Notes 9 false false R10.htm 1010 - Disclosure - Initial Public Offering Sheet http://tio.com/role/InitialPublicOffering Initial Public Offering Notes 10 false false R11.htm 1011 - Disclosure - Private Placement Sheet http://tio.com/role/PrivatePlacement Private Placement Notes 11 false false R12.htm 1012 - Disclosure - Related Party Transactions Sheet http://tio.com/role/RelatedPartyTransactions Related Party Transactions Notes 12 false false R13.htm 1013 - Disclosure - Commitments and Contingencies Sheet http://tio.com/role/CommitmentsAndContingencies Commitments and Contingencies Notes 13 false false R14.htm 1014 - Disclosure - Warrants Sheet http://tio.com/role/Warrants Warrants Notes 14 false false R15.htm 1015 - Disclosure - Fair Value of Financial Instruments Sheet http://tio.com/role/FairValueOfFinancialInstruments Fair Value of Financial Instruments Notes 15 false false R16.htm 1016 - Disclosure - Shareholders' Equity Sheet http://tio.com/role/ShareholdersEquity Shareholders' Equity Notes 16 false false R17.htm 1017 - Disclosure - Subsequent Events Sheet http://tio.com/role/SubsequentEvents Subsequent Events Notes 17 false false R18.htm 1018 - Disclosure - Significant Accounting Policies (Policies) Sheet http://tio.com/role/SignificantAccountingPoliciesPolicies Significant Accounting Policies (Policies) Policies http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentation 18 false false R19.htm 1019 - Disclosure - Significant Accounting Policies Basis of Presentation (Tables) Sheet http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationTables Significant Accounting Policies Basis of Presentation (Tables) Tables http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentation 19 false false R20.htm 1020 - Disclosure - Fair Value of Financial Instruments (Tables) Sheet http://tio.com/role/FairValueOfFinancialInstrumentsTables Fair Value of Financial Instruments (Tables) Tables http://tio.com/role/FairValueOfFinancialInstruments 20 false false R21.htm 1021 - Disclosure - Organization and Business Operations - Additional Information (Details) Sheet http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails Organization and Business Operations - Additional Information (Details) Details 21 false false R22.htm 1022 - Disclosure - Significant Accounting Policies Basis of Presentation - Summary of Reconciliation of Net Loss Per Ordinary Share (Details) Sheet http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationSummaryOfReconciliationOfNetLossPerOrdinaryShareDetails Significant Accounting Policies Basis of Presentation - Summary of Reconciliation of Net Loss Per Ordinary Share (Details) Details 22 false false R23.htm 1023 - Disclosure - Significant Accounting Policies Basis of Presentation - Summary of Class A Common Stock reflected in the balance sheet (Details) Sheet http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationSummaryOfClassACommonStockReflectedInTheBalanceSheetDetails Significant Accounting Policies Basis of Presentation - Summary of Class A Common Stock reflected in the balance sheet (Details) Details 23 false false R24.htm 1024 - Disclosure - Significant Accounting Policies Basis of Presentation - Additional Information (Details) Sheet http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationAdditionalInformationDetails Significant Accounting Policies Basis of Presentation - Additional Information (Details) Details 24 false false R25.htm 1025 - Disclosure - Initial Public Offering - Additional Information (Details) Sheet http://tio.com/role/InitialPublicOfferingAdditionalInformationDetails Initial Public Offering - Additional Information (Details) Details 25 false false R26.htm 1026 - Disclosure - Private Placement - Additional Information (Details) Sheet http://tio.com/role/PrivatePlacementAdditionalInformationDetails Private Placement - Additional Information (Details) Details 26 false false R27.htm 1027 - Disclosure - Related Party Transactions - Additional Information (Details) Sheet http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails Related Party Transactions - Additional Information (Details) Details 27 false false R28.htm 1028 - Disclosure - Commitments and Contingencies - Additional Information (Details) Sheet http://tio.com/role/CommitmentsAndContingenciesAdditionalInformationDetails Commitments and Contingencies - Additional Information (Details) Details 28 false false R29.htm 1029 - Disclosure - Warrants - Additional Information (Details) Sheet http://tio.com/role/WarrantsAdditionalInformationDetails Warrants - Additional Information (Details) Details 29 false false R30.htm 1030 - Disclosure - Fair Value of Financial Instruments - Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) Sheet http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueOnARecurringBasisDetails Fair Value of Financial Instruments - Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) Details 30 false false R31.htm 1031 - Disclosure - Fair Value of Financial Instruments - Summary of Reconciliation of Changes in Fair Value of the Beginning and Ending Balances for the Liabilities Classified as Level 3 (Detail) Sheet http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfReconciliationOfChangesInFairValueOfTheBeginningAndEndingBalancesForTheLiabilitiesClassifiedAsLevel3Detail Fair Value of Financial Instruments - Summary of Reconciliation of Changes in Fair Value of the Beginning and Ending Balances for the Liabilities Classified as Level 3 (Detail) Details 31 false false R32.htm 1032 - Disclosure - Fair Value of Financial Instruments - Summary of provides quantitative information regarding Level 3 fair value measurements (Details) Sheet http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfProvidesQuantitativeInformationRegardingLevel3FairValueMeasurementsDetails Fair Value of Financial Instruments - Summary of provides quantitative information regarding Level 3 fair value measurements (Details) Details 32 false false R33.htm 1033 - Disclosure - Fair Value of Financial Instruments - Additional Information (Details) Sheet http://tio.com/role/FairValueOfFinancialInstrumentsAdditionalInformationDetails Fair Value of Financial Instruments - Additional Information (Details) Details 33 false false R34.htm 1034 - Disclosure - Shareholders' Equity - Additional Information (Details) Sheet http://tio.com/role/ShareholdersEquityAdditionalInformationDetails Shareholders' Equity - Additional Information (Details) Details 34 false false All Reports Book All Reports d326990d10k.htm d326990dex311.htm d326990dex321.htm d326990dex45.htm tioau-20211231.xsd tioau-20211231_cal.xml tioau-20211231_def.xml tioau-20211231_lab.xml tioau-20211231_pre.xml http://fasb.org/us-gaap/2021-01-31 http://xbrl.sec.gov/dei/2021q4 true true JSON 51 MetaLinks.json IDEA: XBRL DOCUMENT { "instance": { "d326990d10k.htm": { "axisCustom": 3, "axisStandard": 13, "contextCount": 102, "dts": { "calculationLink": { "local": [ "tioau-20211231_cal.xml" ] }, "definitionLink": { "local": [ "tioau-20211231_def.xml" ] }, "inline": { "local": [ "d326990d10k.htm" ] }, "labelLink": { "local": [ "tioau-20211231_lab.xml" ] }, "presentationLink": { "local": [ "tioau-20211231_pre.xml" ] }, "schema": { "local": [ "tioau-20211231.xsd" ], "remote": [ "http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd", "http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd", "http://www.xbrl.org/2003/xl-2003-12-31.xsd", "http://www.xbrl.org/2003/xlink-2003-12-31.xsd", "http://www.xbrl.org/2005/xbrldt-2005.xsd", "http://www.xbrl.org/2006/ref-2006-02-27.xsd", "http://www.xbrl.org/lrr/arcrole/factExplanatory-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/negated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/net-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/reference-2009-12-16.xsd", "https://www.xbrl.org/2020/extensible-enumerations-2.0.xsd", "https://www.xbrl.org/dtr/type/2020-01-21/types.xsd", "https://xbrl.fasb.org/srt/2021/elts/srt-2021-01-31.xsd", "https://xbrl.fasb.org/srt/2021/elts/srt-roles-2021-01-31.xsd", "https://xbrl.fasb.org/srt/2021/elts/srt-types-2021-01-31.xsd", "https://xbrl.fasb.org/us-gaap/2021/elts/us-gaap-2021-01-31.xsd", "https://xbrl.fasb.org/us-gaap/2021/elts/us-roles-2021-01-31.xsd", "https://xbrl.fasb.org/us-gaap/2021/elts/us-types-2021-01-31.xsd", "https://xbrl.sec.gov/country/2021/country-2021.xsd", "https://xbrl.sec.gov/currency/2021/currency-2021.xsd", "https://xbrl.sec.gov/dei/2021q4/dei-2021q4.xsd", "https://xbrl.sec.gov/exch/2021/exch-2021.xsd", "https://xbrl.sec.gov/naics/2021/naics-2021.xsd", "https://xbrl.sec.gov/sic/2021/sic-2021.xsd", "https://xbrl.sec.gov/stpr/2021/stpr-2021.xsd" ] } }, "elementCount": 326, "entityCount": 1, "hidden": { "http://tio.com/20211231": 1, "http://xbrl.sec.gov/dei/2021q4": 4, "total": 5 }, "keyCustom": 56, "keyStandard": 147, "memberCustom": 21, "memberStandard": 22, "nsprefix": "tioau", "nsuri": "http://tio.com/20211231", "report": { "R1": { "firstAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "true", "longName": "1001 - Document - Cover Page", "role": "http://tio.com/role/CoverPage", "shortName": "Cover Page", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R10": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "tioau:InitialPublicOfferingDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1010 - Disclosure - Initial Public Offering", "role": "http://tio.com/role/InitialPublicOffering", "shortName": "Initial Public Offering", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "tioau:InitialPublicOfferingDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R11": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "tioau:PrivatePlacementDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1011 - Disclosure - Private Placement", "role": "http://tio.com/role/PrivatePlacement", "shortName": "Private Placement", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "tioau:PrivatePlacementDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R12": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1012 - Disclosure - Related Party Transactions", "role": "http://tio.com/role/RelatedPartyTransactions", "shortName": "Related Party Transactions", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R13": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1013 - Disclosure - Commitments and Contingencies", "role": "http://tio.com/role/CommitmentsAndContingencies", "shortName": "Commitments and Contingencies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R14": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "tioau:WarrantLiabilitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1014 - Disclosure - Warrants", "role": "http://tio.com/role/Warrants", "shortName": "Warrants", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "tioau:WarrantLiabilitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R15": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1015 - Disclosure - Fair Value of Financial Instruments", "role": "http://tio.com/role/FairValueOfFinancialInstruments", "shortName": "Fair Value of Financial Instruments", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R16": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1016 - Disclosure - Shareholders' Equity", "role": "http://tio.com/role/ShareholdersEquity", "shortName": "Shareholders' Equity", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R17": { "firstAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1017 - Disclosure - Subsequent Events", "role": "http://tio.com/role/SubsequentEvents", "shortName": "Subsequent Events", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R18": { "firstAnchor": { "ancestors": [ "us-gaap:SignificantAccountingPoliciesTextBlock", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "tioau:EmergingGrowthCompanyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1018 - Disclosure - Significant Accounting Policies (Policies)", "role": "http://tio.com/role/SignificantAccountingPoliciesPolicies", "shortName": "Significant Accounting Policies (Policies)", "subGroupType": "policies", "uniqueAnchor": { "ancestors": [ "us-gaap:SignificantAccountingPoliciesTextBlock", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "tioau:EmergingGrowthCompanyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R19": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1019 - Disclosure - Significant Accounting Policies Basis of Presentation (Tables)", "role": "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationTables", "shortName": "Significant Accounting Policies Basis of Presentation (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R2": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "PAsOn12_31_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:Cash", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1002 - Statement - BALANCE SHEET", "role": "http://tio.com/role/BalanceSheet", "shortName": "BALANCE SHEET", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "PAsOn12_31_2021", "decimals": "0", "lang": null, "name": "us-gaap:PrepaidExpenseCurrent", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R20": { "firstAnchor": { "ancestors": [ "us-gaap:FairValueDisclosuresTextBlock", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1020 - Disclosure - Fair Value of Financial Instruments (Tables)", "role": "http://tio.com/role/FairValueOfFinancialInstrumentsTables", "shortName": "Fair Value of Financial Instruments (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:FairValueDisclosuresTextBlock", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R21": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:ProceedsFromIssuanceInitialPublicOffering", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1021 - Disclosure - Organization and Business Operations - Additional Information (Details)", "role": "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails", "shortName": "Organization and Business Operations - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "us-gaap:OrganizationConsolidationBasisOfPresentationBusinessDescriptionAndAccountingPoliciesTextBlock", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P04_15_2021To04_15_2021", "decimals": "0", "lang": null, "name": "us-gaap:PaymentsToAcquireRestrictedInvestments", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R22": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021_ClassAAndClassBNonRedeemableCommonStockMemberusgaapStatementClassOfStockAxis", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:WeightedAverageNumberOfShareOutstandingBasicAndDiluted", "reportCount": 1, "unitRef": "Unit_shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1022 - Disclosure - Significant Accounting Policies Basis of Presentation - Summary of Reconciliation of Net Loss Per Ordinary Share (Details)", "role": "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationSummaryOfReconciliationOfNetLossPerOrdinaryShareDetails", "shortName": "Significant Accounting Policies Basis of Presentation - Summary of Reconciliation of Net Loss Per Ordinary Share (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "ix:continuation", "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021_ClassAAndClassBNonRedeemableCommonStockMemberusgaapStatementClassOfStockAxis", "decimals": "0", "lang": null, "name": "us-gaap:NetIncomeLossAvailableToCommonStockholdersBasic", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R23": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:ProceedsFromIssuanceInitialPublicOffering", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1023 - Disclosure - Significant Accounting Policies Basis of Presentation - Summary of Class A Common Stock reflected in the balance sheet (Details)", "role": "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationSummaryOfClassACommonStockReflectedInTheBalanceSheetDetails", "shortName": "Significant Accounting Policies Basis of Presentation - Summary of Class A Common Stock reflected in the balance sheet (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "ix:continuation", "us-gaap:TemporaryEquityTableTextBlock", "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": "0", "lang": null, "name": "tioau:ProceedsAllocatedToPublicWarrants", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R24": { "firstAnchor": { "ancestors": [ "div", "us-gaap:DerivativesPolicyTextBlock", "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "tioau:DebtConversionConvertedInstrumentTerm", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1024 - Disclosure - Significant Accounting Policies Basis of Presentation - Additional Information (Details)", "role": "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationAdditionalInformationDetails", "shortName": "Significant Accounting Policies Basis of Presentation - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "us-gaap:DerivativesPolicyTextBlock", "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "tioau:DebtConversionConvertedInstrumentTerm", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R25": { "firstAnchor": { "ancestors": [ "div", "tioau:InitialPublicOfferingDisclosureTextBlock", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "PAsOn04_12_2021", "decimals": "2", "first": true, "lang": null, "name": "us-gaap:SharesIssuedPricePerShare", "reportCount": 1, "unique": true, "unitRef": "Unit_USD_per_Share", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1025 - Disclosure - Initial Public Offering - Additional Information (Details)", "role": "http://tio.com/role/InitialPublicOfferingAdditionalInformationDetails", "shortName": "Initial Public Offering - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "tioau:InitialPublicOfferingDisclosureTextBlock", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "PAsOn04_12_2021", "decimals": "2", "first": true, "lang": null, "name": "us-gaap:SharesIssuedPricePerShare", "reportCount": 1, "unique": true, "unitRef": "Unit_USD_per_Share", "xsiNil": "false" } }, "R26": { "firstAnchor": { "ancestors": [ "div", "div", "tioau:PrivatePlacementDisclosureTextBlock", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P04_12_2021To04_12_2021_PrivatePlacementWarrantsMemberusgaapClassOfWarrantOrRightAxis", "decimals": "INF", "first": true, "lang": null, "name": "tioau:ClassOfWarrantsAndRightsIssuedDuringThePeriod", "reportCount": 1, "unitRef": "Unit_shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1026 - Disclosure - Private Placement - Additional Information (Details)", "role": "http://tio.com/role/PrivatePlacementAdditionalInformationDetails", "shortName": "Private Placement - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "div", "tioau:PrivatePlacementDisclosureTextBlock", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P04_12_2021To04_12_2021_PrivatePlacementWarrantsMemberusgaapClassOfWarrantOrRightAxis", "decimals": "2", "lang": null, "name": "tioau:ClassOfWarrantsAndRightsIssuedPricePerWarrant", "reportCount": 1, "unique": true, "unitRef": "Unit_USD_per_Share", "xsiNil": "false" } }, "R27": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:StockIssuedDuringPeriodValueIssuedForServices", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1027 - Disclosure - Related Party Transactions - Additional Information (Details)", "role": "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails", "shortName": "Related Party Transactions - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "div", "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": "0", "lang": null, "name": "us-gaap:RelatedPartyTransactionSellingGeneralAndAdministrativeExpensesFromTransactionsWithRelatedParty", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R28": { "firstAnchor": { "ancestors": [ "div", "tioau:OfferingCostsAssociatedWithInitialPublicOfferingPolicyTextBlock", "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:PaymentsForUnderwritingExpense", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1028 - Disclosure - Commitments and Contingencies - Additional Information (Details)", "role": "http://tio.com/role/CommitmentsAndContingenciesAdditionalInformationDetails", "shortName": "Commitments and Contingencies - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "div", "us-gaap:CommitmentsDisclosureTextBlock", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P04_12_2021To04_12_2021", "decimals": "INF", "lang": null, "name": "tioau:DeferredUnderwritingCommissionPerUnit", "reportCount": 1, "unique": true, "unitRef": "Unit_USD_per_Share", "xsiNil": "false" } }, "R29": { "firstAnchor": { "ancestors": [ "div", "div", "tioau:WarrantLiabilitiesDisclosureTextBlock", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "tioau:NumberOfDaysAfterWhichBusinessCombinationWithinWhichSecuritiesRegistrationShallBeEffective", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1029 - Disclosure - Warrants - Additional Information (Details)", "role": "http://tio.com/role/WarrantsAdditionalInformationDetails", "shortName": "Warrants - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "div", "tioau:WarrantLiabilitiesDisclosureTextBlock", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "tioau:NumberOfDaysAfterWhichBusinessCombinationWithinWhichSecuritiesRegistrationShallBeEffective", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R3": { "firstAnchor": { "ancestors": [ "div", "div", "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "PAsOn12_31_2021", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:PreferredStockParOrStatedValuePerShare", "reportCount": 1, "unitRef": "Unit_USD_per_Share", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1003 - Statement - BALANCE SHEET (Parenthetical)", "role": "http://tio.com/role/BalanceSheetParenthetical", "shortName": "BALANCE SHEET (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": null }, "R30": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "us-gaap:FairValueDisclosuresTextBlock", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "PAsOn12_31_2021_FairValueMeasurementsRecurringMemberusgaapFairValueByMeasurementFrequencyAxis", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DerivativeLiabilities", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1030 - Disclosure - Fair Value of Financial Instruments - Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details)", "role": "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueOnARecurringBasisDetails", "shortName": "Fair Value of Financial Instruments - Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "us-gaap:FairValueDisclosuresTextBlock", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "PAsOn12_31_2021_FairValueMeasurementsRecurringMemberusgaapFairValueByMeasurementFrequencyAxis", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DerivativeLiabilities", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R31": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputReconciliationTableTextBlock", "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "PAsOn12_31_2020_FairValueInputsLevel3MemberusgaapFairValueByFairValueHierarchyLevelAxis", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisWithUnobservableInputs", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1031 - Disclosure - Fair Value of Financial Instruments - Summary of Reconciliation of Changes in Fair Value of the Beginning and Ending Balances for the Liabilities Classified as Level 3 (Detail)", "role": "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfReconciliationOfChangesInFairValueOfTheBeginningAndEndingBalancesForTheLiabilitiesClassifiedAsLevel3Detail", "shortName": "Fair Value of Financial Instruments - Summary of Reconciliation of Changes in Fair Value of the Beginning and Ending Balances for the Liabilities Classified as Level 3 (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputReconciliationTableTextBlock", "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "PAsOn12_31_2020_FairValueInputsLevel3MemberusgaapFairValueByFairValueHierarchyLevelAxis", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisWithUnobservableInputs", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R32": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock", "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "PAsOn12_31_2021_MeasurementInputSharePriceMemberusgaapMeasurementInputTypeAxis", "decimals": "2", "first": true, "lang": null, "name": "us-gaap:WarrantsAndRightsOutstandingMeasurementInput", "reportCount": 1, "unique": true, "unitRef": "Unit_pure", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1032 - Disclosure - Fair Value of Financial Instruments - Summary of provides quantitative information regarding Level 3 fair value measurements (Details)", "role": "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfProvidesQuantitativeInformationRegardingLevel3FairValueMeasurementsDetails", "shortName": "Fair Value of Financial Instruments - Summary of provides quantitative information regarding Level 3 fair value measurements (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock", "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "PAsOn12_31_2021_MeasurementInputSharePriceMemberusgaapMeasurementInputTypeAxis", "decimals": "2", "first": true, "lang": null, "name": "us-gaap:WarrantsAndRightsOutstandingMeasurementInput", "reportCount": 1, "unique": true, "unitRef": "Unit_pure", "xsiNil": "false" } }, "R33": { "firstAnchor": { "ancestors": [ "div", "div", "us-gaap:FairValueDisclosuresTextBlock", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P04_15_2021To04_15_2021_OverAllotmentOptionMemberusgaapSubsidiarySaleOfStockAxis_PublicWarrantsMemberusgaapClassOfWarrantOrRightAxis", "decimals": "0", "first": true, "lang": null, "name": "tioau:ClassOfWarrantsOrRightsWarrantsIssuedDuringPeriod", "reportCount": 1, "unique": true, "unitRef": "Unit_shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1033 - Disclosure - Fair Value of Financial Instruments - Additional Information (Details)", "role": "http://tio.com/role/FairValueOfFinancialInstrumentsAdditionalInformationDetails", "shortName": "Fair Value of Financial Instruments - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "div", "us-gaap:FairValueDisclosuresTextBlock", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P04_15_2021To04_15_2021_OverAllotmentOptionMemberusgaapSubsidiarySaleOfStockAxis_PublicWarrantsMemberusgaapClassOfWarrantOrRightAxis", "decimals": "0", "first": true, "lang": null, "name": "tioau:ClassOfWarrantsOrRightsWarrantsIssuedDuringPeriod", "reportCount": 1, "unique": true, "unitRef": "Unit_shares", "xsiNil": "false" } }, "R34": { "firstAnchor": { "ancestors": [ "div", "div", "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "PAsOn12_31_2021", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:PreferredStockSharesAuthorized", "reportCount": 1, "unitRef": "Unit_shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1034 - Disclosure - Shareholders' Equity - Additional Information (Details)", "role": "http://tio.com/role/ShareholdersEquityAdditionalInformationDetails", "shortName": "Shareholders' Equity - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "PAsOn12_31_2021_CommonClassAMemberusgaapStatementClassOfStockAxis_FounderMemberusgaapRelatedPartyTransactionsByRelatedPartyAxis", "decimals": "2", "lang": null, "name": "tioau:PercentageOfCommonStockIssuedAndOutstanding", "reportCount": 1, "unique": true, "unitRef": "Unit_pure", "xsiNil": "false" } }, "R4": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": "0", "first": true, "lang": null, "name": "tioau:FormationAndOperatingCosts", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1004 - Statement - STATEMENT OF OPERATIONS", "role": "http://tio.com/role/StatementOfOperations", "shortName": "STATEMENT OF OPERATIONS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": "0", "first": true, "lang": null, "name": "tioau:FormationAndOperatingCosts", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R5": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "PAsOn02_07_2021_CommonClassAMemberusgaapStatementClassOfStockAxis_CommonStockMemberusgaapStatementEquityComponentsAxis", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:SharesOutstanding", "reportCount": 1, "unique": true, "unitRef": "Unit_shares", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1005 - Statement - STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY", "role": "http://tio.com/role/StatementOfChangesInShareholdersEquity", "shortName": "STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "PAsOn02_07_2021_CommonClassAMemberusgaapStatementClassOfStockAxis_CommonStockMemberusgaapStatementEquityComponentsAxis", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:SharesOutstanding", "reportCount": 1, "unique": true, "unitRef": "Unit_shares", "xsiNil": "false" } }, "R6": { "firstAnchor": { "ancestors": [ "div", "div", "tioau:PrivatePlacementDisclosureTextBlock", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P04_12_2021To04_12_2021_PrivatePlacementWarrantsMemberusgaapClassOfWarrantOrRightAxis", "decimals": "INF", "first": true, "lang": null, "name": "tioau:ClassOfWarrantsAndRightsIssuedDuringThePeriod", "reportCount": 1, "unitRef": "Unit_shares", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1006 - Statement - STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical)", "role": "http://tio.com/role/StatementOfChangesInShareholdersEquityParenthetical", "shortName": "STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": null }, "R7": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1007 - Statement - STATEMENT OF CASH FLOWS", "role": "http://tio.com/role/StatementOfCashFlows", "shortName": "STATEMENT OF CASH FLOWS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": "0", "lang": null, "name": "us-gaap:IncreaseDecreaseInPrepaidExpense", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R8": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OrganizationConsolidationBasisOfPresentationBusinessDescriptionAndAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1008 - Disclosure - Organization and Business Operations", "role": "http://tio.com/role/OrganizationAndBusinessOperations", "shortName": "Organization and Business Operations", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OrganizationConsolidationBasisOfPresentationBusinessDescriptionAndAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R9": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1009 - Disclosure - Significant Accounting Policies Basis of Presentation", "role": "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentation", "shortName": "Significant Accounting Policies Basis of Presentation", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d326990d10k.htm", "contextRef": "P02_08_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } } }, "segmentCount": 43, "tag": { "dei_AmendmentFlag": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.", "label": "Amendment Flag", "terseLabel": "Amendment Flag" } } }, "localname": "AmendmentFlag", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_AuditorFirmId": { "auth_ref": [ "r337", "r338", "r339" ], "lang": { "en-us": { "role": { "documentation": "PCAOB issued Audit Firm Identifier", "label": "Auditor Firm ID" } } }, "localname": "AuditorFirmId", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "nonemptySequenceNumberItemType" }, "dei_AuditorLocation": { "auth_ref": [ "r337", "r338", "r339" ], "lang": { "en-us": { "role": { "label": "Auditor Location" } } }, "localname": "AuditorLocation", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "internationalNameItemType" }, "dei_AuditorName": { "auth_ref": [ "r337", "r338", "r339" ], "lang": { "en-us": { "role": { "label": "Auditor Name" } } }, "localname": "AuditorName", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "internationalNameItemType" }, "dei_CityAreaCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Area code of city", "label": "City Area Code", "terseLabel": "City Area Code" } } }, "localname": "CityAreaCode", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_CoverAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cover page.", "label": "Cover [Abstract]" } } }, "localname": "CoverAbstract", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "xbrltype": "stringItemType" }, "dei_CurrentFiscalYearEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "End date of current fiscal year in the format --MM-DD.", "label": "Current Fiscal Year End Date", "terseLabel": "Current Fiscal Year End Date" } } }, "localname": "CurrentFiscalYearEndDate", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "gMonthDayItemType" }, "dei_DocumentAnnualReport": { "auth_ref": [ "r337", "r338", "r339" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as an annual report.", "label": "Document Annual Report" } } }, "localname": "DocumentAnnualReport", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_DocumentFiscalPeriodFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.", "label": "Document Fiscal Period Focus", "terseLabel": "Document Fiscal Period Focus" } } }, "localname": "DocumentFiscalPeriodFocus", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "fiscalPeriodItemType" }, "dei_DocumentFiscalYearFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "This is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.", "label": "Document Fiscal Year Focus", "terseLabel": "Document Fiscal Year Focus" } } }, "localname": "DocumentFiscalYearFocus", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "gYearItemType" }, "dei_DocumentInformationLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Document Information [Line Items]" } } }, "localname": "DocumentInformationLineItems", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "stringItemType" }, "dei_DocumentInformationTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Container to support the formal attachment of each official or unofficial, public or private document as part of a submission package.", "label": "Document Information [Table]" } } }, "localname": "DocumentInformationTable", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "stringItemType" }, "dei_DocumentPeriodEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.", "label": "Document Period End Date", "terseLabel": "Document Period End Date" } } }, "localname": "DocumentPeriodEndDate", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "dateItemType" }, "dei_DocumentTransitionReport": { "auth_ref": [ "r340" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as a transition report.", "label": "Document Transition Report", "terseLabel": "Document Transition Report" } } }, "localname": "DocumentTransitionReport", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_DocumentType": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.", "label": "Document Type", "terseLabel": "Document Type" } } }, "localname": "DocumentType", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "submissionTypeItemType" }, "dei_EntityAddressAddressLine1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Address Line 1 such as Attn, Building Name, Street Name", "label": "Entity Address, Address Line One", "terseLabel": "Entity Address, Address Line One" } } }, "localname": "EntityAddressAddressLine1", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressAddressLine2": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Address Line 2 such as Street or Suite number", "label": "Entity Address, Address Line Two", "terseLabel": "Entity Address, Address Line Two" } } }, "localname": "EntityAddressAddressLine2", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressCityOrTown": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the City or Town", "label": "Entity Address, City or Town", "terseLabel": "Entity Address, City or Town" } } }, "localname": "EntityAddressCityOrTown", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressCountry": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "ISO 3166-1 alpha-2 country code.", "label": "Entity Address, Country", "terseLabel": "Entity Address, Country" } } }, "localname": "EntityAddressCountry", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "countryCodeItemType" }, "dei_EntityAddressPostalZipCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Code for the postal or zip code", "label": "Entity Address, Postal Zip Code", "terseLabel": "Entity Address, Postal Zip Code" } } }, "localname": "EntityAddressPostalZipCode", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityCentralIndexKey": { "auth_ref": [ "r335" ], "lang": { "en-us": { "role": { "documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.", "label": "Entity Central Index Key", "terseLabel": "Entity Central Index Key" } } }, "localname": "EntityCentralIndexKey", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "centralIndexKeyItemType" }, "dei_EntityCommonStockSharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.", "label": "Entity Common Stock, Shares Outstanding", "terseLabel": "Entity Common Stock, Shares Outstanding" } } }, "localname": "EntityCommonStockSharesOutstanding", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "sharesItemType" }, "dei_EntityCurrentReportingStatus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' whether registrants (1) have filed all reports 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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Current Reporting Status", "terseLabel": "Entity Current Reporting Status" } } }, "localname": "EntityCurrentReportingStatus", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_EntityEmergingGrowthCompany": { "auth_ref": [ "r335" ], "lang": { "en-us": { "role": { "documentation": "Indicate if registrant meets the emerging growth company criteria.", "label": "Entity Emerging Growth Company", "terseLabel": "Entity Emerging Growth Company" } } }, "localname": "EntityEmergingGrowthCompany", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntityExTransitionPeriod": { "auth_ref": [ "r350" ], "lang": { "en-us": { "role": { "documentation": "Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.", "label": "Entity Ex Transition Period", "terseLabel": "Entity Ex Transition Period" } } }, "localname": "EntityExTransitionPeriod", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntityFileNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.", "label": "Entity File Number", "terseLabel": "Entity File Number" } } }, "localname": "EntityFileNumber", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "fileNumberItemType" }, "dei_EntityFilerCategory": { "auth_ref": [ "r335" ], "lang": { "en-us": { "role": { "documentation": "Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Filer Category", "terseLabel": "Entity Filer Category" } } }, "localname": "EntityFilerCategory", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "filerCategoryItemType" }, "dei_EntityIncorporationStateCountryCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two-character EDGAR code representing the state or country of incorporation.", "label": "Entity Incorporation, State or Country Code", "terseLabel": "Entity Incorporation, State or Country Code" } } }, "localname": "EntityIncorporationStateCountryCode", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "edgarStateCountryItemType" }, "dei_EntityInteractiveDataCurrent": { "auth_ref": [ "r348" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).", "label": "Entity Interactive Data Current", "terseLabel": "Entity Interactive Data Current" } } }, "localname": "EntityInteractiveDataCurrent", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_EntityPublicFloat": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.", "label": "Entity Public Float" } } }, "localname": "EntityPublicFloat", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "monetaryItemType" }, "dei_EntityRegistrantName": { "auth_ref": [ "r335" ], "lang": { "en-us": { "role": { "documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.", "label": "Entity Registrant Name", "terseLabel": "Entity Registrant Name" } } }, "localname": "EntityRegistrantName", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityShellCompany": { "auth_ref": [ "r335" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.", "label": "Entity Shell Company", "terseLabel": "Entity Shell Company" } } }, "localname": "EntityShellCompany", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntitySmallBusiness": { "auth_ref": [ "r335" ], "lang": { "en-us": { "role": { "documentation": "Indicates that the company is a Smaller Reporting Company (SRC).", "label": "Entity Small Business", "terseLabel": "Entity Small Business" } } }, "localname": "EntitySmallBusiness", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntityTaxIdentificationNumber": { "auth_ref": [ "r335" ], "lang": { "en-us": { "role": { "documentation": "The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.", "label": "Entity Tax Identification Number", "terseLabel": "Entity Tax Identification Number" } } }, "localname": "EntityTaxIdentificationNumber", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "employerIdItemType" }, "dei_EntityVoluntaryFilers": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.", "label": "Entity Voluntary Filers" } } }, "localname": "EntityVoluntaryFilers", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_EntityWellKnownSeasonedIssuer": { "auth_ref": [ "r349" ], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.", "label": "Entity Well-known Seasoned Issuer" } } }, "localname": "EntityWellKnownSeasonedIssuer", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_IcfrAuditorAttestationFlag": { "auth_ref": [ "r337", "r338", "r339" ], "lang": { "en-us": { "role": { "label": "ICFR Auditor Attestation Flag" } } }, "localname": "IcfrAuditorAttestationFlag", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_LocalPhoneNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Local phone number for entity.", "label": "Local Phone Number", "terseLabel": "Local Phone Number" } } }, "localname": "LocalPhoneNumber", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_Security12bTitle": { "auth_ref": [ "r334" ], "lang": { "en-us": { "role": { "documentation": "Title of a 12(b) registered security.", "label": "Title of 12(b) Security", "terseLabel": "Title of 12(b) Security" } } }, "localname": "Security12bTitle", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "securityTitleItemType" }, "dei_SecurityExchangeName": { "auth_ref": [ "r336" ], "lang": { "en-us": { "role": { "documentation": "Name of the Exchange on which a security is registered.", "label": "Security Exchange Name", "terseLabel": "Security Exchange Name" } } }, "localname": "SecurityExchangeName", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "edgarExchangeCodeItemType" }, "dei_TradingSymbol": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Trading symbol of an instrument as listed on an exchange.", "label": "Trading Symbol", "terseLabel": "Trading Symbol" } } }, "localname": "TradingSymbol", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "tradingSymbolItemType" }, "srt_CounterpartyNameAxis": { "auth_ref": [ "r31", "r33", "r65", "r66", "r154", "r166" ], "lang": { "en-us": { "role": { "label": "Counterparty Name [Axis]" } } }, "localname": "CounterpartyNameAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "srt_MaximumMember": { "auth_ref": [ "r153", "r165", "r194", "r195", "r271", "r272", "r273", "r274", "r275", "r276", "r295", "r322", "r323", "r332", "r333" ], "lang": { "en-us": { "role": { "label": "Maximum [Member]" } } }, "localname": "MaximumMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "srt_MinimumMember": { "auth_ref": [ "r153", "r165", "r194", "r195", "r271", "r272", "r273", "r274", "r275", "r276", "r295", "r322", "r323", "r332", "r333" ], "lang": { "en-us": { "role": { "label": "Minimum [Member]", "terseLabel": "Minimum [Member]" } } }, "localname": "MinimumMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails", "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "srt_OwnershipAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Ownership [Axis]" } } }, "localname": "OwnershipAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://tio.com/role/CommitmentsAndContingenciesAdditionalInformationDetails", "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails", "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "srt_OwnershipDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Ownership [Domain]" } } }, "localname": "OwnershipDomain", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://tio.com/role/CommitmentsAndContingenciesAdditionalInformationDetails", "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails", "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "srt_RangeAxis": { "auth_ref": [ "r153", "r165", "r184", "r194", "r195", "r271", "r272", "r273", "r274", "r275", "r276", "r295", "r322", "r323", "r332", "r333" ], "lang": { "en-us": { "role": { "label": "Statistical Measurement [Axis]" } } }, "localname": "RangeAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails", "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "srt_RangeMember": { "auth_ref": [ "r153", "r165", "r184", "r194", "r195", "r271", "r272", "r273", "r274", "r275", "r276", "r295", "r322", "r323", "r332", "r333" ], "lang": { "en-us": { "role": { "label": "Statistical Measurement [Domain]" } } }, "localname": "RangeMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails", "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "srt_RepurchaseAgreementCounterpartyNameDomain": { "auth_ref": [ "r32", "r33", "r65", "r66", "r154", "r166" ], "lang": { "en-us": { "role": { "label": "Counterparty Name [Domain]" } } }, "localname": "RepurchaseAgreementCounterpartyNameDomain", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "tioau_AccretionOfCommonStockToRedemptionValueNonCashTransaction": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accretion of common stock to redemption value non cash transaction.", "label": "Accretion Of Common Stock To Redemption Value Non Cash Transaction", "terseLabel": "Accretion of Class A ordinary shares to redemption value" } } }, "localname": "AccretionOfCommonStockToRedemptionValueNonCashTransaction", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "tioau_AccruedExpensesAndFormationCost": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Accrued expenses and formation cost.", "label": "Accrued Expenses and Formation Cost", "terseLabel": "Accrued Costs and Expenses" } } }, "localname": "AccruedExpensesAndFormationCost", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "tioau_AdjustmentsToAdditionalPaidInCapitalAllocationOfWarrantCostsChargedToExpense": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Adjustments to additional paid in capital allocation of warrant costs charged to expense.", "label": "Adjustments To Additional Paid In Capital Allocation Of Warrant Costs Charged To Expense", "terseLabel": "Allocation of warrant costs charged to expense", "verboseLabel": "Allocated To Warrants And Charged To Expense" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalAllocationOfWarrantCostsChargedToExpense", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails", "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "tioau_AdjustmentsToAdditionalPaidInCapitalExcessCashReceivedOnSaleOfPrivatePlacementWarrants": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Adjustments to additional paid In capital excess cash received on sale of private placement warrants.", "label": "Adjustments To Additional Paid In Capital Excess Cash Received On Sale Of Private Placement Warrants", "terseLabel": "Excess cash received on sale of 5,083,333 Private Placement Warrants on April 12, 2021" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalExcessCashReceivedOnSaleOfPrivatePlacementWarrants", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/StatementOfChangesInShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "tioau_AffiliateInvestmentAdvisorMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Affiliate Investment Advisor [Member]", "terseLabel": "Affiliate investment advisor [Member]" } } }, "localname": "AffiliateInvestmentAdvisorMember", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "tioau_AgreementAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Agreement.", "label": "Agreement [Axis]" } } }, "localname": "AgreementAxis", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails", "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "tioau_AgreementDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Agreement.", "label": "Agreement [Domain]" } } }, "localname": "AgreementDomain", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails", "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "tioau_AnchorInvestmentAgreementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Anchor Investment Agreement.", "label": "Anchor Investment Agreement [Member]", "terseLabel": "Anchor Investment Agreement [Member]" } } }, "localname": "AnchorInvestmentAgreementMember", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "tioau_AnchorInvestorsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Anchor Investors [Member]", "terseLabel": "Anchor Investors [Member]" } } }, "localname": "AnchorInvestorsMember", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/CommitmentsAndContingenciesAdditionalInformationDetails", "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "tioau_CashOutsideOfTheTrustAccount": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Cash outside of the trust account.", "label": "Cash Outside of the Trust Account", "terseLabel": "Cash outside of the trust account" } } }, "localname": "CashOutsideOfTheTrustAccount", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "tioau_ClassAAndClassBNonRedeemableCommonStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class A and class B non redeemable common stock.", "label": "Class A and Class B Non Redeemable Common Stock [Member]", "terseLabel": "Class A and Class B non-redeemable ordinary shares [Member]" } } }, "localname": "ClassAAndClassBNonRedeemableCommonStockMember", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationSummaryOfReconciliationOfNetLossPerOrdinaryShareDetails", "http://tio.com/role/StatementOfOperations" ], "xbrltype": "domainItemType" }, "tioau_ClassARedeemableCommonStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class A redeemable common stock.", "label": "Class A Redeemable Common Stock [Member]", "terseLabel": "Class A redeemable ordinary shares [Member]" } } }, "localname": "ClassARedeemableCommonStockMember", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/StatementOfOperations" ], "xbrltype": "domainItemType" }, "tioau_ClassOfWarrantsAndRightsIssuedDuringThePeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class of warrants and rights issued during the Period.", "label": "Class Of Warrants and Rights Issued During the Period", "terseLabel": "Class of warrants and rights issued during the period", "verboseLabel": "Class of warrants and rights issued during the period" } } }, "localname": "ClassOfWarrantsAndRightsIssuedDuringThePeriod", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/PrivatePlacementAdditionalInformationDetails", "http://tio.com/role/StatementOfChangesInShareholdersEquityParenthetical" ], "xbrltype": "sharesItemType" }, "tioau_ClassOfWarrantsAndRightsIssuedPricePerWarrant": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class of warrants and rights issued, price per warrant.", "label": "Class Of Warrants and Rights Issued Price Per Warrant", "terseLabel": "Class of warrants and rights issued, price per warrant" } } }, "localname": "ClassOfWarrantsAndRightsIssuedPricePerWarrant", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/PrivatePlacementAdditionalInformationDetails" ], "xbrltype": "perShareItemType" }, "tioau_ClassOfWarrantsOrRightsIssueOfWarrantsDuringThePeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class of warrants or rights issue of warrants during the period.", "label": "Class Of Warrants Or Rights Issue Of Warrants During The Period", "terseLabel": "Class of warrants or rights issue of warrants during the period" } } }, "localname": "ClassOfWarrantsOrRightsIssueOfWarrantsDuringThePeriod", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "tioau_ClassOfWarrantsOrRightsIssuePricePerShare": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class of warrants or rights issue price per share.", "label": "Class Of Warrants Or Rights Issue Price Per Share", "terseLabel": "Class of warrants or rights issue price per share" } } }, "localname": "ClassOfWarrantsOrRightsIssuePricePerShare", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails" ], "xbrltype": "perShareItemType" }, "tioau_ClassOfWarrantsOrRightsWarrantsIssuedDuringPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class of warrants or rights, warrants issued during period.", "label": "Class Of Warrants Or Rights Warrants Issued During Period", "terseLabel": "Class of warrants or rights, warrants issued during period" } } }, "localname": "ClassOfWarrantsOrRightsWarrantsIssuedDuringPeriod", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "tioau_ClassOfWarrantsRedemptionNoticePeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class of warrants, redemption notice period", "label": "Class of warrants redemption notice period", "verboseLabel": "Class of warrants, redemption notice period" } } }, "localname": "ClassOfWarrantsRedemptionNoticePeriod", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/WarrantsAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "tioau_ClassOfWarrantsRedemptionPricePerUnit": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class of warrants, redemption price per unit", "label": "Class of warrants redemption price per unit", "verboseLabel": "Class of warrants, redemption price per unit" } } }, "localname": "ClassOfWarrantsRedemptionPricePerUnit", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/WarrantsAdditionalInformationDetails" ], "xbrltype": "perShareItemType" }, "tioau_CommonClassFMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Common Class F [Member]", "terseLabel": "Common Class F [Member]" } } }, "localname": "CommonClassFMember", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "tioau_CommonSharesConvertiblePerWarrant": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Common shares convertible per warrant.", "label": "Common Shares Convertible Per Warrant", "terseLabel": "Common shares convertible per warrant" } } }, "localname": "CommonSharesConvertiblePerWarrant", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/WarrantsAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "tioau_DebtConversionConvertedInstrumentTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Debt conversion converted instrument term.", "label": "Debt Conversion Converted Instrument Term", "terseLabel": "Debt Conversion Converted Instrument Term" } } }, "localname": "DebtConversionConvertedInstrumentTerm", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "tioau_DeferredUnderwritersDiscountNoncurrent": { "auth_ref": [], "calculation": { "http://tio.com/role/BalanceSheet": { "order": 13.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Deferred underwriters' discount.", "label": "Deferred Underwriters Discount Noncurrent", "verboseLabel": "Deferred Underwriters' discount" } } }, "localname": "DeferredUnderwritersDiscountNoncurrent", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "tioau_DeferredUnderwritingCommissionChargedToAdditionalPaidInCapital": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Deferred underwriting commission charged to additional paid in capital.", "label": "Deferred Underwriting Commission Charged To Additional Paid In Capital", "terseLabel": "Deferred underwriting commissions charged to additional paid in capital" } } }, "localname": "DeferredUnderwritingCommissionChargedToAdditionalPaidInCapital", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "tioau_DeferredUnderwritingCommissionPerUnit": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Deferred underwriting commission per unit.", "label": "Deferred Underwriting Commission Per Unit", "terseLabel": "Deferred underwriting commission per unit" } } }, "localname": "DeferredUnderwritingCommissionPerUnit", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/CommitmentsAndContingenciesAdditionalInformationDetails" ], "xbrltype": "perShareItemType" }, "tioau_DeferredUnderwritingCommissionsNoncurrent": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Deferred underwriting commissions noncurrent.", "label": "Deferred Underwriting Commissions Noncurrent", "terseLabel": "Deferred underwriting commissions noncurrent" } } }, "localname": "DeferredUnderwritingCommissionsNoncurrent", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/CommitmentsAndContingenciesAdditionalInformationDetails", "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "tioau_DeferredUnderwritingDiscount": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Deferred underwriting discount.", "label": "Deferred Underwriting Discount", "terseLabel": "Deferred underwriting discount" } } }, "localname": "DeferredUnderwritingDiscount", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "tioau_DeutscheBankSecuritiesIncMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Deutsche Bank Securities Inc .", "label": "Deutsche Bank Securities Inc [Member]" } } }, "localname": "DeutscheBankSecuritiesIncMember", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "tioau_EmergingGrowthCompanyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Emerging growth company.", "label": "Emerging Growth Company [Policy Text Block]", "verboseLabel": "Emerging Growth Company Status" } } }, "localname": "EmergingGrowthCompanyPolicyTextBlock", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "tioau_EventsOfInitialPublicOfferingTransactionsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Events of initial public offering transactions.", "label": "Events of Initial Public Offering Transactions [Member]" } } }, "localname": "EventsOfInitialPublicOfferingTransactionsMember", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "tioau_FormationAndOperatingCosts": { "auth_ref": [], "calculation": { "http://tio.com/role/StatementOfOperations": { "order": 2.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Formation and operating costs.", "label": "Formation And Operating Costs", "terseLabel": "Formation and operating costs" } } }, "localname": "FormationAndOperatingCosts", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/StatementOfOperations" ], "xbrltype": "monetaryItemType" }, "tioau_FounderMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Founder [Member].", "label": "Founder [Member]", "terseLabel": "Founder [Member]" } } }, "localname": "FounderMember", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/ShareholdersEquityAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "tioau_FounderSharesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Founder Shares [Member]", "terseLabel": "Founder Shares [Member]" } } }, "localname": "FounderSharesMember", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "tioau_InitialClassificationOfCommonStockSubjectToPossibleRedemption": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Initial classification of common stock subject to possible redemption.", "label": "Initial Classification Of Common Stock Subject To Possible Redemption", "terseLabel": "Initial classification of Class\u00a0A ordinary shares subject to possible redemption" } } }, "localname": "InitialClassificationOfCommonStockSubjectToPossibleRedemption", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "tioau_InitialClassificationOfWarrantLiability": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Initial classification of warrant liability.", "label": "Initial Classification Of Warrant Liability", "terseLabel": "Initial classification of warrant liabilities" } } }, "localname": "InitialClassificationOfWarrantLiability", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "tioau_InitialPublicOfferingDisclosureTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Initial Public Offering", "label": "Initial Public Offering Disclosure [Text Block]", "terseLabel": "Initial Public Offering" } } }, "localname": "InitialPublicOfferingDisclosureTextBlock", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/InitialPublicOffering" ], "xbrltype": "textBlockItemType" }, "tioau_InvestmentHeldInTrustAccountPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Investment held in trust account .", "label": "Investment Held In Trust Account [Policy Text Block]", "terseLabel": "Investments Held in Trust Account" } } }, "localname": "InvestmentHeldInTrustAccountPolicyTextBlock", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "tioau_IssuanceCostsRelatedCommonStock": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Issuance costs related common stock.", "label": "Issuance Costs Related Common Stock", "terseLabel": "Issuance costs related to Class\u00a0A common stock" } } }, "localname": "IssuanceCostsRelatedCommonStock", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationSummaryOfClassACommonStockReflectedInTheBalanceSheetDetails" ], "xbrltype": "monetaryItemType" }, "tioau_MinimumLockInPeriodforSecRegistrationFromDateOfBusinessCombination": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Minimum lock In period\u00a0For SEC Registration From Date Of Business Combination", "label": "Minimum lock In periodFor SEC Registration From Date Of Business Combination", "verboseLabel": "Minimum lock In period\u00a0For SEC Registration From Date Of Business Combination" } } }, "localname": "MinimumLockInPeriodforSecRegistrationFromDateOfBusinessCombination", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/WarrantsAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "tioau_NetWorkingCapital": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Net working capital.", "label": "Net Working Capital", "terseLabel": "Net working capital" } } }, "localname": "NetWorkingCapital", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "tioau_NumberOfConsecutiveTradingDaysForDeterminingSharePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of consecutive trading days for determining share price", "label": "Number of consecutive trading days for determining share price", "terseLabel": "Number of consecutive trading days for determining share price", "verboseLabel": "Number of consecutive trading days for determining share price" } } }, "localname": "NumberOfConsecutiveTradingDaysForDeterminingSharePrice", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails", "http://tio.com/role/WarrantsAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "tioau_NumberOfDaysAfterWhichBusinessCombinationWithinWhichSecuritiesRegistrationShallBeEffective": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of days after which business combination within which securities registration shall be effective.", "label": "Number Of Days After Which Business Combination Within Which Securities Registration Shall Be Effective", "terseLabel": "Number of days after which business combination within which securities registration shall be effective" } } }, "localname": "NumberOfDaysAfterWhichBusinessCombinationWithinWhichSecuritiesRegistrationShallBeEffective", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/WarrantsAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "tioau_NumberOfTradingDaysForDeterminingSharePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of trading days for determining share price.", "label": "Number of Trading Days for Determining Share Price", "terseLabel": "Number of trading days for determining share price" } } }, "localname": "NumberOfTradingDaysForDeterminingSharePrice", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails", "http://tio.com/role/WarrantsAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "tioau_OfferingCosts": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Offering costs.", "label": "Offering Costs", "terseLabel": "Offering costs" } } }, "localname": "OfferingCosts", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "tioau_OfferingCostsAllocatedToWarrant": { "auth_ref": [], "calculation": { "http://tio.com/role/StatementOfCashFlows": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://tio.com/role/StatementOfOperations": { "order": 6.0, "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Offering costs allocated to warrants.", "label": "Offering Costs Allocated To Warrant", "negatedLabel": "Offering costs allocated to warrants", "terseLabel": "Offering costs allocated to warrants" } } }, "localname": "OfferingCostsAllocatedToWarrant", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/StatementOfCashFlows", "http://tio.com/role/StatementOfOperations" ], "xbrltype": "monetaryItemType" }, "tioau_OfferingCostsAssociatedWithInitialPublicOfferingPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Offering costs associated with initial public offering [PolicyTextBlock].", "label": "Offering Costs Associated With Initial Public Offering [Policy Text Block]", "terseLabel": "Offering Costs Associated with the Initial Public Offering" } } }, "localname": "OfferingCostsAssociatedWithInitialPublicOfferingPolicyTextBlock", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "tioau_OtherOfferingCosts": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Other offering costs.", "label": "Other Offering Costs", "terseLabel": "Other offering costs" } } }, "localname": "OtherOfferingCosts", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails", "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "tioau_OverallotmentOptionVestingPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Overallotment option vesting period.", "label": "Overallotment Option Vesting Period", "terseLabel": "Overallotment option vesting period" } } }, "localname": "OverallotmentOptionVestingPeriod", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/CommitmentsAndContingenciesAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "tioau_PaymentOfUnderwriterFees": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Payment of underwriter fees.", "label": "Payment of Underwriter Fees", "terseLabel": "Cash underwriting fees" } } }, "localname": "PaymentOfUnderwriterFees", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/InitialPublicOfferingAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "tioau_PercentageOfCommonStockIssuedAndOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage holding of common stock eligible for voting of directors.", "label": "Percentage Of Common Stock Issued And Outstanding", "terseLabel": "Percentage of common stock issued and outstanding" } } }, "localname": "PercentageOfCommonStockIssuedAndOutstanding", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/ShareholdersEquityAdditionalInformationDetails" ], "xbrltype": "percentItemType" }, "tioau_PercentageOfTheFairValueOfAssetsInTheTrustAccountOfTheProspectiveAcquireeExcludingDeferredUnderwritingCommissionAndDiscount": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage of the fair value of assets in the trust account of the prospective acquiree excluding deferred underwriting commission and discount.", "label": "Percentage Of The Fair Value Of Assets In The Trust Account Of The Prospective Acquiree Excluding Deferred Underwriting Commission And Discount", "terseLabel": "Percentage of the fair value of assets in the trust account of the prospective acquiree excluding deferred underwriting commission and discount" } } }, "localname": "PercentageOfTheFairValueOfAssetsInTheTrustAccountOfTheProspectiveAcquireeExcludingDeferredUnderwritingCommissionAndDiscount", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails" ], "xbrltype": "percentItemType" }, "tioau_PeriodWithinWhichBusinessCombinationShallBeConsummatedFromTheConsummationOfInitialPublicOffer": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Period within which business combination shall be consummated from the consummation of initial public offer.", "label": "Period Within Which Business Combination Shall Be Consummated From The Consummation Of Initial Public Offer", "terseLabel": "Period within which business combination shall be consummated from the consummation of initial public offer" } } }, "localname": "PeriodWithinWhichBusinessCombinationShallBeConsummatedFromTheConsummationOfInitialPublicOffer", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "tioau_PrivatePlacementAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Private placement.", "label": "Private Placement [Abstract]" } } }, "localname": "PrivatePlacementAbstract", "nsuri": "http://tio.com/20211231", "xbrltype": "stringItemType" }, "tioau_PrivatePlacementDisclosureTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Private Placement", "label": "Private Placement Disclosure [Text Block]", "terseLabel": "Private Placement" } } }, "localname": "PrivatePlacementDisclosureTextBlock", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/PrivatePlacement" ], "xbrltype": "textBlockItemType" }, "tioau_PrivatePlacementLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Private placement.", "label": "Private Placement [Line Items]" } } }, "localname": "PrivatePlacementLineItems", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/PrivatePlacementAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "tioau_PrivatePlacementTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Private placement.", "label": "Private Placement [Table]" } } }, "localname": "PrivatePlacementTable", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/PrivatePlacementAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "tioau_PrivatePlacementWarrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Private placement warrants", "label": "Private placement warrants [Member]", "terseLabel": "Private placement warrants [Member]", "verboseLabel": "Private placement warrants [Member]" } } }, "localname": "PrivatePlacementWarrantsMember", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueOnARecurringBasisDetails", "http://tio.com/role/PrivatePlacementAdditionalInformationDetails", "http://tio.com/role/StatementOfChangesInShareholdersEquityParenthetical", "http://tio.com/role/WarrantsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "tioau_ProceedsAllocatedToPublicWarrants": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Proceeds allocated to public warrants.", "label": "Proceeds Allocated To Public Warrants", "terseLabel": "Proceeds allocated to public warrants" } } }, "localname": "ProceedsAllocatedToPublicWarrants", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationSummaryOfClassACommonStockReflectedInTheBalanceSheetDetails" ], "xbrltype": "monetaryItemType" }, "tioau_PromissoryNoteMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Promissory Note [Member]", "terseLabel": "Promissory Note [Member]" } } }, "localname": "PromissoryNoteMember", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "tioau_PublicWarrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Public warrants", "label": "Public warrants [Member]", "verboseLabel": "Public warrants [Member]" } } }, "localname": "PublicWarrantsMember", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsAdditionalInformationDetails", "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueOnARecurringBasisDetails", "http://tio.com/role/InitialPublicOfferingAdditionalInformationDetails", "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails", "http://tio.com/role/WarrantsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "tioau_RedemptionOfWarrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Redemption of warrants", "label": "Redemption of warrants [Member]", "verboseLabel": "Redemption of warrants [Member]" } } }, "localname": "RedemptionOfWarrantsMember", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/WarrantsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "tioau_RelatedPartyServiceAgreementTermOfContract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Related party service agreement term of contract.", "label": "Related Party Service Agreement Term Of Contract", "terseLabel": "Related party service agreement term of contract" } } }, "localname": "RelatedPartyServiceAgreementTermOfContract", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "tioau_ScheduleOfEarningsPerShareBasicAndDilutedTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule of earnings per share basic and diluted.", "label": "Schedule Of Earnings Per Share Basic And Diluted [Table]" } } }, "localname": "ScheduleOfEarningsPerShareBasicAndDilutedTable", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationSummaryOfReconciliationOfNetLossPerOrdinaryShareDetails" ], "xbrltype": "stringItemType" }, "tioau_ServicesAgreementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Services Agreement [Member]", "terseLabel": "Services Agreement [Member]" } } }, "localname": "ServicesAgreementMember", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "tioau_SharePriceEqualOrExceedsEighteenRupeesPerDollarMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share Price Equal or Exceeds Eighteen Rupees per dollar", "label": "Share Price Equal or Exceeds Eighteen Rupees per dollar [Member]", "verboseLabel": "Share Price Equal or Exceeds Eighteen Rupees per dollar [Member]" } } }, "localname": "SharePriceEqualOrExceedsEighteenRupeesPerDollarMember", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/WarrantsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "tioau_SharePriceEqualOrExceedsTenPointZeroRupeesPerDollarMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share Price Equal or Exceeds Ten point Zero Rupees per dollar", "label": "Share Price Equal or Exceeds Ten point Zero Rupees per dollar [Member]", "verboseLabel": "Share Price Equal or Exceeds Ten point Zero Rupees per dollar [Member]" } } }, "localname": "SharePriceEqualOrExceedsTenPointZeroRupeesPerDollarMember", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/WarrantsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "tioau_SharePriceEqualOrLessThanEighteenRupeesPerDollarMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share Price Equal or Less than Eighteen Rupees per dollar", "label": "Share Price Equal or Less than Eighteen Rupees per dollar [Member]", "verboseLabel": "Share Price Equal or Less than Eighteen Rupees per dollar [Member]" } } }, "localname": "SharePriceEqualOrLessThanEighteenRupeesPerDollarMember", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/WarrantsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "tioau_SharePriceMoreThanOrEqualsToUsdTwelveMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share Price More Than Or Equals To USD Twelve [Member]", "terseLabel": "Share Price More Than Or Equals To USD Twelve [Member]" } } }, "localname": "SharePriceMoreThanOrEqualsToUsdTwelveMember", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "tioau_SharePriceRangeAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share Price Range [Axis]" } } }, "localname": "SharePriceRangeAxis", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "tioau_SharePriceRangeDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share Price Range [Domain]" } } }, "localname": "SharePriceRangeDomain", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "tioau_ShareTransferTriggerPricePerShare": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share transfer, trigger price per share.", "label": "Share transfer trigger price per share", "terseLabel": "Share transfer, trigger price price per share" } } }, "localname": "ShareTransferTriggerPricePerShare", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "perShareItemType" }, "tioau_SharesToBeTransferred": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Shares to be transferred.", "label": "Shares To Be Transferred", "terseLabel": "Shares to be transferred" } } }, "localname": "SharesToBeTransferred", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "tioau_SponsorMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Sponsor [Member]", "terseLabel": "Sponsor [Member]" } } }, "localname": "SponsorMember", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "tioau_StockIssuedDuringPeriodValueCommonStockSubjectToRedemption": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Stock issued during period value common stock subject to redemption.", "label": "Stock Issued During Period Value Common Stock Subject To Redemption", "verboseLabel": "Class A ordinary shares subject to possible redemption" } } }, "localname": "StockIssuedDuringPeriodValueCommonStockSubjectToRedemption", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/StatementOfChangesInShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "tioau_TemporaryEquityPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Temporary equity [PolicyTextBlock].", "label": "Temporary Equity [Policy Text Block]", "terseLabel": "Class\u00a0A Ordinary Shares Subject to Possible Redemption" } } }, "localname": "TemporaryEquityPolicyTextBlock", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "tioau_TermOfRestrictedInvestments": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Term of restricted investments.", "label": "Term Of Restricted Investments", "terseLabel": "Term of restricted investments" } } }, "localname": "TermOfRestrictedInvestments", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "tioau_ThresholdNumberOfTradingDaysForDeterminingSharePriceFromDateOfBusinessCombination": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Threshold number of trading days for determining share price from date of business combination.", "label": "Threshold Number Of Trading Days For Determining Share Price From Date Of Business Combination", "terseLabel": "Threshold number of trading days for determining share price from date of business combination" } } }, "localname": "ThresholdNumberOfTradingDaysForDeterminingSharePriceFromDateOfBusinessCombination", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "tioau_TriggeringEventAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Triggering Event", "label": "Triggering Event [Axis]", "verboseLabel": "Triggering Event [Axis]" } } }, "localname": "TriggeringEventAxis", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/WarrantsAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "tioau_TriggeringEventDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Triggering Event", "label": "Triggering Event [Domain]", "verboseLabel": "Triggering Event [Domain]" } } }, "localname": "TriggeringEventDomain", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/WarrantsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "tioau_UnderwriterOptionDays": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Underwriter option days.", "label": "Underwriter Option Days", "terseLabel": "Underwriter option days" } } }, "localname": "UnderwriterOptionDays", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/InitialPublicOfferingAdditionalInformationDetails", "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "tioau_UnderwritingCommissionsNotReceived": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Underwriting commissions not received.", "label": "Underwriting Commissions Not Received", "terseLabel": "Underwriting commissions not received" } } }, "localname": "UnderwritingCommissionsNotReceived", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/CommitmentsAndContingenciesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "tioau_UnderwritingDiscount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Underwriting discount.", "label": "Underwriting Discount", "terseLabel": "Underwriting discount" } } }, "localname": "UnderwritingDiscount", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "tioau_UnderwritingDiscountPaidPerUnit": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Underwriting discount paid per unit.", "label": "Underwriting Discount Paid Per Unit", "terseLabel": "Underwriting discount paid per unit" } } }, "localname": "UnderwritingDiscountPaidPerUnit", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/CommitmentsAndContingenciesAdditionalInformationDetails" ], "xbrltype": "perShareItemType" }, "tioau_UnitNumberOfSharesIncludedInUnit": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Unit number of shares included in unit.", "label": "Unit Number Of Shares Included In Unit", "terseLabel": "Number of shares in unit" } } }, "localname": "UnitNumberOfSharesIncludedInUnit", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/InitialPublicOfferingAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "tioau_UnitNumberOfWarrantIncludedInUnit": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Unit number of warrant included in unit.", "label": "Unit Number Of Warrant Included In Unit", "terseLabel": "Number of warrants in unit" } } }, "localname": "UnitNumberOfWarrantIncludedInUnit", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/InitialPublicOfferingAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "tioau_WarrantLiabilitiesDisclosureTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Warrant Liabilities", "label": "Warrant Liabilities Disclosure [Text Block]", "terseLabel": "Warrants" } } }, "localname": "WarrantLiabilitiesDisclosureTextBlock", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/Warrants" ], "xbrltype": "textBlockItemType" }, "tioau_WorkingCapitalLoanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Working Capital Loan [Member]", "terseLabel": "Working Capital Loan [Member]" } } }, "localname": "WorkingCapitalLoanMember", "nsuri": "http://tio.com/20211231", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccountingPoliciesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Accounting Policies [Abstract]", "terseLabel": "Accounting Policies [Abstract]" } } }, "localname": "AccountingPoliciesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent": { "auth_ref": [ "r22" ], "calculation": { "http://tio.com/role/BalanceSheet": { "order": 10.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying values as of the balance sheet date of obligations incurred through that date and due within one year (or the operating cycle, if longer), including liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received, taxes, interest, rent and utilities, accrued salaries and bonuses, payroll taxes and fringe benefits.", "label": "Accounts Payable and Accrued Liabilities, Current", "verboseLabel": "Accounts payable and accrued expenses" } } }, "localname": "AccountsPayableAndAccruedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdditionalPaidInCapital": { "auth_ref": [ "r14", "r200", "r261" ], "calculation": { "http://tio.com/role/BalanceSheet": { "order": 16.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of excess of issue price over par or stated value of stock and from other transaction involving stock or stockholder. Includes, but is not limited to, additional paid-in capital (APIC) for common and preferred stock.", "label": "Additional Paid in Capital", "terseLabel": "Additional paid-in capital" } } }, "localname": "AdditionalPaidInCapital", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdditionalPaidInCapitalMember": { "auth_ref": [ "r69", "r70", "r71", "r197", "r198", "r199", "r223" ], "lang": { "en-us": { "role": { "documentation": "Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders.", "label": "Additional Paid-in Capital [Member]", "terseLabel": "Additional Paid-in Capital [Member]" } } }, "localname": "AdditionalPaidInCapitalMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/StatementOfChangesInShareholdersEquity" ], "xbrltype": "domainItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalStockIssuedIssuanceCosts": { "auth_ref": [ "r179", "r181" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease in additional paid in capital (APIC) resulting from direct costs associated with issuing stock. Includes, but is not limited to, legal and accounting fees and direct costs associated with stock issues under a shelf registration.", "label": "Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs", "terseLabel": "Adjustments to additional paid in capital stock issuance costs" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalStockIssuedIssuanceCosts", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]", "verboseLabel": "Adjustments to reconcile net income to net cash used in operating activities:" } } }, "localname": "AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/StatementOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_Assets": { "auth_ref": [ "r62", "r107", "r109", "r113", "r122", "r137", "r138", "r139", "r141", "r142", "r143", "r144", "r145", "r146", "r148", "r149", "r212", "r214", "r241", "r259", "r261", "r309", "r316" ], "calculation": { "http://tio.com/role/BalanceSheet": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets", "totalLabel": "Total Assets" } } }, "localname": "Assets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets [Abstract]", "verboseLabel": "Assets" } } }, "localname": "AssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheet" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsCurrent": { "auth_ref": [ "r5", "r7", "r28", "r62", "r122", "r137", "r138", "r139", "r141", "r142", "r143", "r144", "r145", "r146", "r148", "r149", "r212", "r214", "r241", "r259", "r261" ], "calculation": { "http://tio.com/role/BalanceSheet": { "order": 1.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets, Current", "totalLabel": "Total\u00a0current\u00a0assets" } } }, "localname": "AssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets, Current [Abstract]", "terseLabel": "Current Assets:" } } }, "localname": "AssetsCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheet" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsHeldInTrustNoncurrent": { "auth_ref": [ "r59" ], "calculation": { "http://tio.com/role/BalanceSheet": { "order": 5.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of cash, securities, or other assets held by a third-party trustee pursuant to the terms of an agreement which assets are available to be used by beneficiaries to that agreement only within the specific terms thereof and which agreement is expected to terminate more than one year from the balance sheet date (or operating cycle, if longer) at which time the assets held-in-trust will be released or forfeited.", "label": "Assets Held-in-trust, Noncurrent", "terseLabel": "Investments held in Trust Account" } } }, "localname": "AssetsHeldInTrustNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalUnitsMember": { "auth_ref": [ "r331" ], "lang": { "en-us": { "role": { "documentation": "Type of ownership interest in a corporation. Class of capital units or capital shares.", "label": "Capital Units [Member]", "terseLabel": "Capital Units [Member]" } } }, "localname": "CapitalUnitsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "domainItemType" }, "us-gaap_Cash": { "auth_ref": [ "r19", "r261", "r329", "r330" ], "calculation": { "http://tio.com/role/BalanceSheet": { "order": 2.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.", "label": "Cash", "terseLabel": "Cash", "verboseLabel": "Operating bank account" } } }, "localname": "Cash", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheet", "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails", "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsAtCarryingValue": { "auth_ref": [ "r3", "r19", "r56" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.", "label": "Cash and Cash Equivalents, at Carrying Value", "periodEndLabel": "Cash, end of the period", "periodStartLabel": "Cash, beginning of the period" } } }, "localname": "CashAndCashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect": { "auth_ref": [], "calculation": { "http://tio.com/role/StatementOfCashFlows": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in cash and cash equivalents. Cash and cash equivalents are the amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes effect from exchange rate changes.", "label": "Cash and Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect", "totalLabel": "Net change in cash" } } }, "localname": "CashAndCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsPolicyTextBlock": { "auth_ref": [ "r9", "r57" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.", "label": "Cash and Cash Equivalents, Policy [Policy Text Block]", "terseLabel": "Cash and Cash Equivalents" } } }, "localname": "CashAndCashEquivalentsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashFDICInsuredAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of cash deposited in financial institutions as of the balance sheet date that is insured by the Federal Deposit Insurance Corporation.", "label": "Cash, FDIC Insured Amount", "terseLabel": "FDIC Insured Amount" } } }, "localname": "CashFDICInsuredAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]", "terseLabel": "Supplemental disclosure of noncash investing and financing activities" } } }, "localname": "CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/StatementOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_ClassOfStockDomain": { "auth_ref": [ "r60", "r62", "r84", "r85", "r86", "r89", "r91", "r95", "r96", "r97", "r122", "r137", "r142", "r143", "r144", "r148", "r149", "r163", "r164", "r168", "r172", "r241", "r341" ], "lang": { "en-us": { "role": { "documentation": "Share of stock differentiated by the voting rights the holder receives. Examples include, but are not limited to, common stock, redeemable preferred stock, nonredeemable preferred stock, and convertible stock.", "label": "Class of Stock [Domain]", "terseLabel": "Class of Stock [Domain]" } } }, "localname": "ClassOfStockDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheet", "http://tio.com/role/BalanceSheetParenthetical", "http://tio.com/role/CommitmentsAndContingenciesAdditionalInformationDetails", "http://tio.com/role/CoverPage", "http://tio.com/role/InitialPublicOfferingAdditionalInformationDetails", "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails", "http://tio.com/role/PrivatePlacementAdditionalInformationDetails", "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails", "http://tio.com/role/ShareholdersEquityAdditionalInformationDetails", "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationAdditionalInformationDetails", "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationSummaryOfClassACommonStockReflectedInTheBalanceSheetDetails", "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationSummaryOfReconciliationOfNetLossPerOrdinaryShareDetails", "http://tio.com/role/StatementOfChangesInShareholdersEquity", "http://tio.com/role/StatementOfOperations", "http://tio.com/role/WarrantsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ClassOfWarrantOrRightAxis": { "auth_ref": [ "r182", "r196" ], "lang": { "en-us": { "role": { "documentation": "Information by type of warrant or right issued.", "label": "Class of Warrant or Right [Axis]", "verboseLabel": "Class of Warrant or Right [Axis]" } } }, "localname": "ClassOfWarrantOrRightAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsAdditionalInformationDetails", "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueOnARecurringBasisDetails", "http://tio.com/role/InitialPublicOfferingAdditionalInformationDetails", "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails", "http://tio.com/role/PrivatePlacementAdditionalInformationDetails", "http://tio.com/role/StatementOfChangesInShareholdersEquityParenthetical", "http://tio.com/role/WarrantsAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ClassOfWarrantOrRightDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the class or type of warrant or right outstanding. Warrants and rights represent derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months.", "label": "Class of Warrant or Right [Domain]", "verboseLabel": "Class of Warrant or Right [Domain]" } } }, "localname": "ClassOfWarrantOrRightDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsAdditionalInformationDetails", "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueOnARecurringBasisDetails", "http://tio.com/role/InitialPublicOfferingAdditionalInformationDetails", "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails", "http://tio.com/role/PrivatePlacementAdditionalInformationDetails", "http://tio.com/role/StatementOfChangesInShareholdersEquityParenthetical", "http://tio.com/role/WarrantsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1": { "auth_ref": [ "r180" ], "lang": { "en-us": { "role": { "documentation": "Exercise price per share or per unit of warrants or rights outstanding.", "label": "Class of Warrant or Right, Exercise Price of Warrants or Rights", "terseLabel": "Exercise Price of Warrants or Rights", "verboseLabel": "Exercise price of warrant" } } }, "localname": "ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/InitialPublicOfferingAdditionalInformationDetails", "http://tio.com/role/PrivatePlacementAdditionalInformationDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantOrRight": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of securities into which each warrant or right may be converted. For example, but not limited to, each warrant may be converted into two shares.", "label": "Class of Warrant or Right, Number of Securities Called by Each Warrant or Right", "terseLabel": "Shares issuable per warrant" } } }, "localname": "ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantOrRight", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/InitialPublicOfferingAdditionalInformationDetails", "http://tio.com/role/PrivatePlacementAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ClassOfWarrantOrRightOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of warrants or rights outstanding.", "label": "Class of Warrant or Right, Outstanding", "terseLabel": "Number of warrants or rights outstanding" } } }, "localname": "ClassOfWarrantOrRightOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/WarrantsAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommitmentsAndContingencies": { "auth_ref": [ "r26", "r136", "r312", "r319" ], "calculation": { "http://tio.com/role/BalanceSheet": { "order": 6.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur.", "label": "Commitments and Contingencies", "terseLabel": "Commitments and contingencies" } } }, "localname": "CommitmentsAndContingencies", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Commitments and Contingencies Disclosure [Abstract]" } } }, "localname": "CommitmentsAndContingenciesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_CommitmentsDisclosureTextBlock": { "auth_ref": [ "r135" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for significant arrangements with third parties, which includes operating lease arrangements and arrangements in which the entity has agreed to expend funds to procure goods or services, or has agreed to commit resources to supply goods or services, and operating lease arrangements. Descriptions may include identification of the specific goods and services, period of time covered, minimum quantities and amounts, and cancellation rights.", "label": "Commitments Disclosure [Text Block]", "terseLabel": "Commitments and Contingencies" } } }, "localname": "CommitmentsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/CommitmentsAndContingencies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CommonClassAMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Classification of common stock representing ownership interest in a corporation.", "label": "Common Class A [Member]", "presentationGuidance": "Class A [Member]", "terseLabel": "Common Class A [Member]", "verboseLabel": "Common Class A [Member]" } } }, "localname": "CommonClassAMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheet", "http://tio.com/role/BalanceSheetParenthetical", "http://tio.com/role/CommitmentsAndContingenciesAdditionalInformationDetails", "http://tio.com/role/CoverPage", "http://tio.com/role/InitialPublicOfferingAdditionalInformationDetails", "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails", "http://tio.com/role/PrivatePlacementAdditionalInformationDetails", "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails", "http://tio.com/role/ShareholdersEquityAdditionalInformationDetails", "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationAdditionalInformationDetails", "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationSummaryOfClassACommonStockReflectedInTheBalanceSheetDetails", "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationSummaryOfReconciliationOfNetLossPerOrdinaryShareDetails", "http://tio.com/role/StatementOfChangesInShareholdersEquity", "http://tio.com/role/WarrantsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CommonClassBMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Classification of common stock that has different rights than Common Class A, representing ownership interest in a corporation.", "label": "Common Class B [Member]", "terseLabel": "Common Class B [Member]", "verboseLabel": "Class B [Member]" } } }, "localname": "CommonClassBMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheet", "http://tio.com/role/BalanceSheetParenthetical", "http://tio.com/role/CoverPage", "http://tio.com/role/ShareholdersEquityAdditionalInformationDetails", "http://tio.com/role/StatementOfChangesInShareholdersEquity" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockConversionBasis": { "auth_ref": [ "r13" ], "lang": { "en-us": { "role": { "documentation": "Description of basis for conversion of convertible common stock.", "label": "Common Stock, Conversion Basis", "terseLabel": "Stock Conversion Basis" } } }, "localname": "CommonStockConversionBasis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/ShareholdersEquityAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CommonStockMember": { "auth_ref": [ "r69", "r70", "r223" ], "lang": { "en-us": { "role": { "documentation": "Stock that is subordinate to all other stock of the issuer.", "label": "Common Stock [Member]", "terseLabel": "Ordinary Shares [Member]" } } }, "localname": "CommonStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/StatementOfChangesInShareholdersEquity" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockParOrStatedValuePerShare": { "auth_ref": [ "r13" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of common stock.", "label": "Common Stock, Par or Stated Value Per Share", "terseLabel": "Common stock par or stated value per share" } } }, "localname": "CommonStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheetParenthetical", "http://tio.com/role/InitialPublicOfferingAdditionalInformationDetails", "http://tio.com/role/ShareholdersEquityAdditionalInformationDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockSharesAuthorized": { "auth_ref": [ "r13" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of common shares permitted to be issued by an entity's charter and bylaws.", "label": "Common Stock, Shares Authorized", "terseLabel": "Common stock shares authorized" } } }, "localname": "CommonStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheetParenthetical", "http://tio.com/role/ShareholdersEquityAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesIssued": { "auth_ref": [ "r13" ], "lang": { "en-us": { "role": { "documentation": "Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.", "label": "Common Stock, Shares, Issued", "terseLabel": "Common stock shares issued" } } }, "localname": "CommonStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheetParenthetical", "http://tio.com/role/ShareholdersEquityAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesOutstanding": { "auth_ref": [ "r13", "r179" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.", "label": "Common Stock, Shares, Outstanding", "terseLabel": "Common stock shares outstanding" } } }, "localname": "CommonStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheetParenthetical", "http://tio.com/role/ShareholdersEquityAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesSubscribedButUnissued": { "auth_ref": [ "r13" ], "lang": { "en-us": { "role": { "documentation": "Amount of common stock allocated to investors to buy shares of a new issue of common stock before they are offered to the public. When stock is sold on a subscription basis, the issuer does not initially receive the total proceeds. In general, the issuer does not issue the shares to the investor until it receives the entire proceeds.", "label": "Common Stock, Shares Subscribed but Unissued", "terseLabel": "Common stock shares subscribed but not issued" } } }, "localname": "CommonStockSharesSubscribedButUnissued", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/InitialPublicOfferingAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockValue": { "auth_ref": [ "r13", "r261" ], "calculation": { "http://tio.com/role/BalanceSheet": { "order": 17.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Common Stock, Value, Issued", "terseLabel": "Common stock value" } } }, "localname": "CommonStockValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_ConcentrationRiskCreditRisk": { "auth_ref": [ "r100", "r315" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for credit risk.", "label": "Concentration Risk, Credit Risk, Policy [Policy Text Block]", "terseLabel": "Concentration of Credit Risk" } } }, "localname": "ConcentrationRiskCreditRisk", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_DebtInstrumentConvertibleCarryingAmountOfTheEquityComponent": { "auth_ref": [ "r157" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The carrying amount of the equity component of convertible debt which may be settled in cash upon conversion.", "label": "Debt Instrument, Convertible, Carrying Amount of Equity Component", "terseLabel": "Debt Instrument Convertible Into Warrants" } } }, "localname": "DebtInstrumentConvertibleCarryingAmountOfTheEquityComponent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentConvertibleConversionPrice1": { "auth_ref": [ "r152", "r158" ], "lang": { "en-us": { "role": { "documentation": "The price per share of the conversion feature embedded in the debt instrument.", "label": "Debt Instrument, Convertible, Conversion Price", "terseLabel": "Debt Instrument Conversion Price" } } }, "localname": "DebtInstrumentConvertibleConversionPrice1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_DebtInstrumentFaceAmount": { "auth_ref": [ "r150", "r159", "r160", "r249", "r250", "r251" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Face (par) amount of debt instrument at time of issuance.", "label": "Debt Instrument, Face Amount", "terseLabel": "Debt face amount" } } }, "localname": "DebtInstrumentFaceAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentInterestRateStatedPercentage": { "auth_ref": [ "r25", "r151" ], "lang": { "en-us": { "role": { "documentation": "Contractual interest rate for funds borrowed, under the debt agreement.", "label": "Debt Instrument, Interest Rate, Stated Percentage", "terseLabel": "Debt Instrument Interest Rate" } } }, "localname": "DebtInstrumentInterestRateStatedPercentage", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DerivativeLiabilities": { "auth_ref": [ "r29", "r30", "r33", "r238" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset.", "label": "Derivative Liability", "verboseLabel": "Warrant Liabilities" } } }, "localname": "DerivativeLiabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueOnARecurringBasisDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeLiabilitiesNoncurrent": { "auth_ref": [ "r29" ], "calculation": { "http://tio.com/role/BalanceSheet": { "order": 12.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled after one year or the normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset.", "label": "Derivative Liability, Noncurrent", "verboseLabel": "Warrant liabilities" } } }, "localname": "DerivativeLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativesPolicyTextBlock": { "auth_ref": [ "r67", "r217", "r218", "r219", "r220", "r221" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for its derivative instruments and hedging activities.", "label": "Derivatives, Policy [Policy Text Block]", "terseLabel": "Derivative Financial Instruments" } } }, "localname": "DerivativesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_DueToRelatedPartiesCurrent": { "auth_ref": [ "r21", "r63", "r140", "r142", "r143", "r147", "r148", "r149", "r255" ], "calculation": { "http://tio.com/role/BalanceSheet": { "order": 11.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer).", "label": "Due to Related Parties, Current", "terseLabel": "Due to related party" } } }, "localname": "DueToRelatedPartiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_DueToRelatedPartiesCurrentAndNoncurrent": { "auth_ref": [ "r63", "r140", "r142", "r143", "r147", "r148", "r149", "r255", "r311", "r320" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount as of the balance sheet date of obligations due all related parties.", "label": "Due to Related Parties", "terseLabel": "Due to Related Parties" } } }, "localname": "DueToRelatedPartiesCurrentAndNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EarningsPerShareBasicAndDiluted": { "auth_ref": [ "r90" ], "lang": { "en-us": { "role": { "definitionGuidance": "Basic and diluted net income per share, ordinary shares", "documentation": "The amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.", "label": "Earnings Per Share, Basic and Diluted", "terseLabel": "Basic and diluted net income per ordinary share", "verboseLabel": "Basic and Diluted net income per share, Redeemable Class A Ordinary shares" } } }, "localname": "EarningsPerShareBasicAndDiluted", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationSummaryOfReconciliationOfNetLossPerOrdinaryShareDetails", "http://tio.com/role/StatementOfOperations" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareBasicAndDilutedAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Earnings Per Share, Basic and Diluted [Abstract]", "terseLabel": "Denominator:", "verboseLabel": "Denominator:" } } }, "localname": "EarningsPerShareBasicAndDilutedAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationSummaryOfReconciliationOfNetLossPerOrdinaryShareDetails" ], "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareBasicLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]", "terseLabel": "Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]" } } }, "localname": "EarningsPerShareBasicLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationSummaryOfReconciliationOfNetLossPerOrdinaryShareDetails" ], "xbrltype": "stringItemType" }, "us-gaap_EarningsPerSharePolicyTextBlock": { "auth_ref": [ "r92", "r93" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.", "label": "Earnings Per Share, Policy [Policy Text Block]", "terseLabel": "Net Income Per Ordinary Share" } } }, "localname": "EarningsPerSharePolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_EquityComponentDomain": { "auth_ref": [ "r0", "r37", "r38", "r39", "r69", "r70", "r71", "r73", "r78", "r80", "r94", "r123", "r179", "r181", "r197", "r198", "r199", "r210", "r211", "r223", "r242", "r243", "r244", "r245", "r246", "r247", "r324", "r325", "r326", "r351" ], "lang": { "en-us": { "role": { "documentation": "Components of equity are the parts of the total Equity balance including that which is allocated to common, preferred, treasury stock, retained earnings, etc.", "label": "Equity Component [Domain]" } } }, "localname": "EquityComponentDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails", "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationAdditionalInformationDetails", "http://tio.com/role/StatementOfChangesInShareholdersEquity" ], "xbrltype": "domainItemType" }, "us-gaap_EquityMethodInvestmentOwnershipPercentage": { "auth_ref": [ "r121" ], "lang": { "en-us": { "role": { "documentation": "The percentage of ownership of common stock or equity participation in the investee accounted for under the equity method of accounting.", "label": "Equity Method Investment, Ownership Percentage", "terseLabel": "Equity method investment ownership percentage" } } }, "localname": "EquityMethodInvestmentOwnershipPercentage", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_FairValueAdjustmentOfWarrants": { "auth_ref": [ "r54", "r161" ], "calculation": { "http://tio.com/role/StatementOfCashFlows": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://tio.com/role/StatementOfOperations": { "order": 5.0, "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense (income) related to adjustment to fair value of warrant liability.", "label": "Fair Value Adjustment of Warrants", "negatedLabel": "Change in fair value of warrant liabilities", "terseLabel": "Change in fair value of warrant liabilities" } } }, "localname": "FairValueAdjustmentOfWarrants", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/StatementOfCashFlows", "http://tio.com/role/StatementOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueOnARecurringBasisDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value Measurement Inputs and Valuation Techniques [Line Items]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsAdditionalInformationDetails", "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfProvidesQuantitativeInformationRegardingLevel3FairValueMeasurementsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTable": { "auth_ref": [ "r227" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about input and valuation technique used to measure fair value and change in valuation approach and technique for each separate class of asset and liability measured on recurring and nonrecurring basis.", "label": "Fair Value Measurement Inputs and Valuation Techniques [Table]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsAdditionalInformationDetails", "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfProvidesQuantitativeInformationRegardingLevel3FairValueMeasurementsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock": { "auth_ref": [ "r227" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of input and valuation technique used to measure fair value and change in valuation approach and technique for each separate class of asset and liability measured on recurring and nonrecurring basis.", "label": "Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]", "terseLabel": "Summary of provides quantitative information regarding Level 3 fair value measurements" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_FairValueByBalanceSheetGroupingTable": { "auth_ref": [ "r225", "r239", "r240" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about the fair value of financial instruments, including financial assets and financial liabilities, and the measurements of those instruments, assets, and liabilities.", "label": "Fair Value, by Balance Sheet Grouping [Table]" } } }, "localname": "FairValueByBalanceSheetGroupingTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueOnARecurringBasisDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByFairValueHierarchyLevelAxis": { "auth_ref": [ "r155", "r159", "r160", "r185", "r186", "r187", "r188", "r189", "r190", "r191", "r193", "r226", "r268", "r269", "r270" ], "lang": { "en-us": { "role": { "documentation": "Information by level within fair value hierarchy and fair value measured at net asset value per share as practical expedient.", "label": "Fair Value Hierarchy and NAV [Axis]" } } }, "localname": "FairValueByFairValueHierarchyLevelAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsAdditionalInformationDetails", "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueOnARecurringBasisDetails", "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfReconciliationOfChangesInFairValueOfTheBeginningAndEndingBalancesForTheLiabilitiesClassifiedAsLevel3Detail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByLiabilityClassAxis": { "auth_ref": [ "r234", "r236" ], "lang": { "en-us": { "role": { "documentation": "Information by class of liability.", "label": "Liability Class [Axis]" } } }, "localname": "FairValueByLiabilityClassAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByMeasurementFrequencyAxis": { "auth_ref": [ "r225", "r226", "r228", "r229", "r237" ], "lang": { "en-us": { "role": { "documentation": "Information by measurement frequency.", "label": "Measurement Frequency [Axis]" } } }, "localname": "FairValueByMeasurementFrequencyAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueOnARecurringBasisDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Fair Value Disclosures [Abstract]" } } }, "localname": "FairValueDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresTextBlock": { "auth_ref": [ "r234" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.", "label": "Fair Value Disclosures [Text Block]", "terseLabel": "Fair Value of Financial Instruments" } } }, "localname": "FairValueDisclosuresTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstruments" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueInputsLevel1Member": { "auth_ref": [ "r155", "r185", "r186", "r191", "r193", "r226", "r268" ], "lang": { "en-us": { "role": { "documentation": "Quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.", "label": "Fair Value, Inputs, Level 1 [Member]" } } }, "localname": "FairValueInputsLevel1Member", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueOnARecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel2Member": { "auth_ref": [ "r155", "r159", "r160", "r185", "r186", "r191", "r193", "r226", "r269" ], "lang": { "en-us": { "role": { "documentation": "Inputs other than quoted prices included within level 1 that are observable for an asset or liability, either directly or indirectly, including, but not limited to, quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in inactive markets.", "label": "Fair Value, Inputs, Level 2 [Member]" } } }, "localname": "FairValueInputsLevel2Member", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueOnARecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel3Member": { "auth_ref": [ "r155", "r159", "r160", "r185", "r186", "r187", "r188", "r189", "r190", "r191", "r193", "r226", "r270" ], "lang": { "en-us": { "role": { "documentation": "Unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Inputs, Level 3 [Member]", "verboseLabel": "Level 3 [Member]" } } }, "localname": "FairValueInputsLevel3Member", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueOnARecurringBasisDetails", "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfReconciliationOfChangesInFairValueOfTheBeginningAndEndingBalancesForTheLiabilitiesClassifiedAsLevel3Detail" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationByLiabilityClassDomain": { "auth_ref": [ "r230" ], "lang": { "en-us": { "role": { "documentation": "Represents classes of liabilities measured and disclosed at fair value.", "label": "Fair Value by Liability Class [Domain]" } } }, "localname": "FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationByLiabilityClassDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementFrequencyDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Measurement frequency.", "label": "Measurement Frequency [Domain]" } } }, "localname": "FairValueMeasurementFrequencyDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueOnARecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for fair value measurements of financial and non-financial assets, liabilities and instruments classified in shareholders' equity. Disclosures include, but are not limited to, how an entity that manages a group of financial assets and liabilities on the basis of its net exposure measures the fair value of those assets and liabilities.", "label": "Fair Value Measurement, Policy [Policy Text Block]", "terseLabel": "Fair Value Measurements" } } }, "localname": "FairValueMeasurementPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueMeasurementsFairValueHierarchyDomain": { "auth_ref": [ "r155", "r159", "r160", "r185", "r186", "r187", "r188", "r189", "r190", "r191", "r193", "r268", "r269", "r270" ], "lang": { "en-us": { "role": { "documentation": "Categories used to prioritize the inputs to valuation techniques to measure fair value.", "label": "Fair Value Hierarchy and NAV [Domain]" } } }, "localname": "FairValueMeasurementsFairValueHierarchyDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsAdditionalInformationDetails", "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueOnARecurringBasisDetails", "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfReconciliationOfChangesInFairValueOfTheBeginningAndEndingBalancesForTheLiabilitiesClassifiedAsLevel3Detail" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementsRecurringMember": { "auth_ref": [ "r234", "r237" ], "lang": { "en-us": { "role": { "documentation": "Frequent fair value measurement. Includes, but is not limited to, fair value adjustment for impairment of asset, liability or equity, frequently measured at fair value.", "label": "Fair Value, Recurring [Member]" } } }, "localname": "FairValueMeasurementsRecurringMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueOnARecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputReconciliationLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]" } } }, "localname": "FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputReconciliationLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfReconciliationOfChangesInFairValueOfTheBeginningAndEndingBalancesForTheLiabilitiesClassifiedAsLevel3Detail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputReconciliationTable": { "auth_ref": [ "r230", "r235" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about financial instrument classified as a derivative asset (liability) after deduction of derivative liability (asset) using recurring unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table]" } } }, "localname": "FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputReconciliationTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfReconciliationOfChangesInFairValueOfTheBeginningAndEndingBalancesForTheLiabilitiesClassifiedAsLevel3Detail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputReconciliationTableTextBlock": { "auth_ref": [ "r230", "r235" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of financial instrument classified as a derivative asset (liability) after deduction of derivative liability (asset) using recurring unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]", "terseLabel": "Summary of Reconciliation of Changes in Fair Value of the Beginning and Ending Balances for the Liabilities Classified as Level 3" } } }, "localname": "FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputReconciliationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputsReconciliationGainLossIncludedInEarnings": { "auth_ref": [ "r231", "r235" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of gain (loss) recognized in income from derivative asset (liability) after deduction of derivative liability (asset), measured at fair value on recurring basis using unobservable input (level 3).", "label": "Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Gain (Loss) Included in Earnings", "terseLabel": "Change in fair value" } } }, "localname": "FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputsReconciliationGainLossIncludedInEarnings", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfReconciliationOfChangesInFairValueOfTheBeginningAndEndingBalancesForTheLiabilitiesClassifiedAsLevel3Detail" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputsReconciliationIssues": { "auth_ref": [ "r232", "r235" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of issuances of financial instrument classified as a derivative asset (liability) after deduction of derivative liability (asset), measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Issues", "terseLabel": "Initial value of public and private warrant liabilities" } } }, "localname": "FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputsReconciliationIssues", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfReconciliationOfChangesInFairValueOfTheBeginningAndEndingBalancesForTheLiabilitiesClassifiedAsLevel3Detail" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputsReconciliationTransfersOutOfLevel3": { "auth_ref": [ "r233", "r235" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of transfers of financial instrument classified as derivative asset (liability) after deduction of derivative liability (asset) out of level 3 of the fair value hierarchy.", "label": "Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers out of Level 3", "terseLabel": "Public warrants reclassified to Level 1" } } }, "localname": "FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputsReconciliationTransfersOutOfLevel3", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfReconciliationOfChangesInFairValueOfTheBeginningAndEndingBalancesForTheLiabilitiesClassifiedAsLevel3Detail" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisWithUnobservableInputs": { "auth_ref": [ "r225", "r235" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value of financial instrument classified as derivative asset (liability) after deduction of derivative liability (asset), measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis with Unobservable Inputs", "periodEndLabel": "Ending Balance", "periodStartLabel": "Beginning Balance" } } }, "localname": "FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisWithUnobservableInputs", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfReconciliationOfChangesInFairValueOfTheBeginningAndEndingBalancesForTheLiabilitiesClassifiedAsLevel3Detail" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinancialInstrumentAxis": { "auth_ref": [ "r116", "r117", "r118", "r119", "r120", "r124", "r125", "r126", "r127", "r128", "r129", "r130", "r131", "r132", "r156", "r177", "r222", "r265", "r266", "r267", "r268", "r269", "r270", "r271", "r272", "r273", "r274", "r275", "r276", "r277", "r278", "r279", "r280", "r281", "r282", "r283", "r284", "r285", "r286", "r287", "r288", "r289", "r290", "r291", "r292", "r293", "r294", "r341", "r342", "r343", "r344", "r345", "r346", "r347" ], "lang": { "en-us": { "role": { "documentation": "Information by type of financial instrument.", "label": "Financial Instrument [Axis]" } } }, "localname": "FinancialInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueOnARecurringBasisDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FinancialInstrumentsFinancialAssetsBalanceSheetGroupingsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]", "terseLabel": "Assets:" } } }, "localname": "FinancialInstrumentsFinancialAssetsBalanceSheetGroupingsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueOnARecurringBasisDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FinancialInstrumentsFinancialLiabilitiesBalanceSheetGroupingsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract]", "terseLabel": "Liabilities:" } } }, "localname": "FinancialInstrumentsFinancialLiabilitiesBalanceSheetGroupingsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueOnARecurringBasisDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IPOMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "First sale of stock by a private company to the public.", "label": "IPO [Member]", "terseLabel": "IPO [Member]" } } }, "localname": "IPOMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/InitialPublicOfferingAdditionalInformationDetails", "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails", "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeStatementAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Statement [Abstract]" } } }, "localname": "IncomeStatementAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxPolicyTextBlock": { "auth_ref": [ "r36", "r202", "r203", "r206", "r207", "r208", "r209" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.", "label": "Income Tax, Policy [Policy Text Block]", "terseLabel": "Income Taxes" } } }, "localname": "IncomeTaxPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities": { "auth_ref": [ "r53" ], "calculation": { "http://tio.com/role/StatementOfCashFlows": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the amounts payable to vendors for goods and services received and the amount of obligations and expenses incurred but not paid.", "label": "Increase (Decrease) in Accounts Payable and Accrued Liabilities", "verboseLabel": "Accounts payable and accrued expenses" } } }, "localname": "IncreaseDecreaseInAccountsPayableAndAccruedLiabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInDueToRelatedParties": { "auth_ref": [ "r53" ], "calculation": { "http://tio.com/role/StatementOfCashFlows": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate amount of obligations to be paid to the following types of related parties: a parent company and its subsidiaries; subsidiaries of a common parent; an entity and trust for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of the entities' management; an entity and its principal owners, management, or member of their immediate families; affiliates; or other parties with the ability to exert significant influence.", "label": "Increase (Decrease) in Due to Related Parties", "verboseLabel": "Due to related party" } } }, "localname": "IncreaseDecreaseInDueToRelatedParties", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOperatingCapitalAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Increase (Decrease) in Operating Capital [Abstract]", "terseLabel": "Changes in operating assets and liabilities:" } } }, "localname": "IncreaseDecreaseInOperatingCapitalAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/StatementOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_IncreaseDecreaseInPrepaidExpense": { "auth_ref": [ "r53" ], "calculation": { "http://tio.com/role/StatementOfCashFlows": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the amount of outstanding money paid in advance for goods or services that bring economic benefits for future periods.", "label": "Increase (Decrease) in Prepaid Expense", "negatedLabel": "Prepaid assets" } } }, "localname": "IncreaseDecreaseInPrepaidExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_InvestmentIncomeNonoperating": { "auth_ref": [ "r42" ], "calculation": { "http://tio.com/role/StatementOfCashFlows": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 }, "http://tio.com/role/StatementOfOperations": { "order": 4.0, "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate amount of income from investments (for example, dividends) not considered a component of the entity's core operations.", "label": "Investment Income, Nonoperating", "negatedLabel": "Interest earned on cash and Investments held in Trust Account", "terseLabel": "Income on marketable securities held in trust" } } }, "localname": "InvestmentIncomeNonoperating", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/StatementOfCashFlows", "http://tio.com/role/StatementOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_InvestmentsFairValueDisclosure": { "auth_ref": [ "r225" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of investment securities, including, but not limited to, marketable securities, derivative financial instruments, and investments accounted for under the equity method.", "label": "Investments, Fair Value Disclosure", "terseLabel": "Investments, Fair Value Disclosure" } } }, "localname": "InvestmentsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueOnARecurringBasisDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_Liabilities": { "auth_ref": [ "r23", "r62", "r110", "r122", "r137", "r138", "r139", "r142", "r143", "r144", "r145", "r146", "r148", "r149", "r213", "r214", "r215", "r241", "r259", "r260" ], "calculation": { "http://tio.com/role/BalanceSheet": { "order": 8.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.", "label": "Liabilities", "totalLabel": "Total liabilities" } } }, "localname": "Liabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquity": { "auth_ref": [ "r18", "r62", "r122", "r241", "r261", "r310", "r318" ], "calculation": { "http://tio.com/role/BalanceSheet": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.", "label": "Liabilities and Equity", "totalLabel": "Total Liabilities, Class A ordinary shares subject to possible redemption and Shareholders' Deficit" } } }, "localname": "LiabilitiesAndStockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities and Equity [Abstract]", "verboseLabel": "Liabilities, Class A ordinary shares subject to possible redemption and Shareholders' Deficit" } } }, "localname": "LiabilitiesAndStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheet" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesCurrent": { "auth_ref": [ "r24", "r62", "r122", "r137", "r138", "r139", "r142", "r143", "r144", "r145", "r146", "r148", "r149", "r213", "r214", "r215", "r241", "r259", "r260", "r261" ], "calculation": { "http://tio.com/role/BalanceSheet": { "order": 9.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.", "label": "Liabilities, Current", "totalLabel": "Total\u00a0current\u00a0liabilities" } } }, "localname": "LiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities, Current [Abstract]", "terseLabel": "Current liabilities:" } } }, "localname": "LiabilitiesCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheet" ], "xbrltype": "stringItemType" }, "us-gaap_LiquidationBasisOfAccountingAccruedCostsToDisposeOfAssetsAndLiabilities": { "auth_ref": [ "r2" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of estimated accrued costs to dispose of assets or other items expected to be sold in liquidation.", "label": "Liquidation Basis of Accounting, Accrued Costs to Dispose of Assets and Liabilities", "terseLabel": "Estimated expenses payable on dissolution" } } }, "localname": "LiquidationBasisOfAccountingAccruedCostsToDisposeOfAssetsAndLiabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_MeasurementInputExercisePriceMember": { "auth_ref": [ "r227" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using agreed upon price for exchange of underlying asset.", "label": "Measurement Input, Exercise Price [Member]", "verboseLabel": "Strike price [Member]" } } }, "localname": "MeasurementInputExercisePriceMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfProvidesQuantitativeInformationRegardingLevel3FairValueMeasurementsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputExpectedTermMember": { "auth_ref": [ "r227" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using period financial instrument is expected to be outstanding. Excludes maturity date.", "label": "Measurement Input, Expected Term [Member]", "verboseLabel": "Expected Term [Member]" } } }, "localname": "MeasurementInputExpectedTermMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfProvidesQuantitativeInformationRegardingLevel3FairValueMeasurementsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputPriceVolatilityMember": { "auth_ref": [ "r227" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using rate at which price of security will increase (decrease) for given set of returns.", "label": "Measurement Input, Price Volatility [Member]", "verboseLabel": "Volatility [Member]" } } }, "localname": "MeasurementInputPriceVolatilityMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfProvidesQuantitativeInformationRegardingLevel3FairValueMeasurementsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputRiskFreeInterestRateMember": { "auth_ref": [ "r227" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using interest rate on instrument with zero risk of financial loss.", "label": "Measurement Input, Risk Free Interest Rate [Member]", "verboseLabel": "Risk-free rate [Member]" } } }, "localname": "MeasurementInputRiskFreeInterestRateMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfProvidesQuantitativeInformationRegardingLevel3FairValueMeasurementsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputSharePriceMember": { "auth_ref": [ "r227" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using share price of saleable stock.", "label": "Measurement Input, Share Price [Member]", "verboseLabel": "Share price [Member]" } } }, "localname": "MeasurementInputSharePriceMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfProvidesQuantitativeInformationRegardingLevel3FairValueMeasurementsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputTypeAxis": { "auth_ref": [ "r227" ], "lang": { "en-us": { "role": { "documentation": "Information by type of measurement input used to determine value of asset and liability.", "label": "Measurement Input Type [Axis]" } } }, "localname": "MeasurementInputTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfProvidesQuantitativeInformationRegardingLevel3FairValueMeasurementsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_MeasurementInputTypeDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Measurement input used to determine value of asset and liability.", "label": "Measurement Input Type [Domain]" } } }, "localname": "MeasurementInputTypeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfProvidesQuantitativeInformationRegardingLevel3FairValueMeasurementsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivities": { "auth_ref": [ "r50" ], "calculation": { "http://tio.com/role/StatementOfCashFlows": { "order": 11.0, "parentTag": "us-gaap_CashAndCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.", "label": "Net Cash Provided by (Used in) Financing Activities", "totalLabel": "Net cash provided by financing activities" } } }, "localname": "NetCashProvidedByUsedInFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Financing Activities [Abstract]", "terseLabel": "Cash Flows from Financing Activities:" } } }, "localname": "NetCashProvidedByUsedInFinancingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/StatementOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivities": { "auth_ref": [ "r50" ], "calculation": { "http://tio.com/role/StatementOfCashFlows": { "order": 9.0, "parentTag": "us-gaap_CashAndCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.", "label": "Net Cash Provided by (Used in) Investing Activities", "totalLabel": "Net cash used in investing activities" } } }, "localname": "NetCashProvidedByUsedInInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Investing Activities [Abstract]", "terseLabel": "Cash Flows from Investing Activities:" } } }, "localname": "NetCashProvidedByUsedInInvestingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/StatementOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivities": { "auth_ref": [ "r50", "r52", "r55" ], "calculation": { "http://tio.com/role/StatementOfCashFlows": { "order": 1.0, "parentTag": "us-gaap_CashAndCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.", "label": "Net Cash Provided by (Used in) Operating Activities", "totalLabel": "Net cash used in operating activities" } } }, "localname": "NetCashProvidedByUsedInOperatingActivities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "Cash Flows from Operating Activities:" } } }, "localname": "NetCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/StatementOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetIncomeLoss": { "auth_ref": [ "r1", "r34", "r35", "r39", "r40", "r55", "r62", "r72", "r74", "r75", "r76", "r77", "r79", "r80", "r87", "r107", "r108", "r111", "r112", "r114", "r122", "r137", "r138", "r139", "r142", "r143", "r144", "r145", "r146", "r148", "r149", "r224", "r241", "r313", "r321" ], "calculation": { "http://tio.com/role/StatementOfCashFlows": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://tio.com/role/StatementOfOperations": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.", "label": "Net Income (Loss) Attributable to Parent", "presentationGuidance": "Net (income) loss", "terseLabel": "Net income", "totalLabel": "Net Income" } } }, "localname": "NetIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/StatementOfCashFlows", "http://tio.com/role/StatementOfChangesInShareholdersEquity", "http://tio.com/role/StatementOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Income (Loss) Attributable to Parent [Abstract]", "terseLabel": "Numerator:" } } }, "localname": "NetIncomeLossAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationSummaryOfReconciliationOfNetLossPerOrdinaryShareDetails" ], "xbrltype": "stringItemType" }, "us-gaap_NetIncomeLossAttributableToRedeemableNoncontrollingInterest": { "auth_ref": [ "r41" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of Net Income (Loss) attributable to redeemable noncontrolling interest.", "label": "Net Income (Loss) Attributable to Redeemable Noncontrolling Interest", "verboseLabel": "Net income allocable to Class A ordinary shares subject to possible redemption" } } }, "localname": "NetIncomeLossAttributableToRedeemableNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationSummaryOfReconciliationOfNetLossPerOrdinaryShareDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic": { "auth_ref": [ "r74", "r75", "r76", "r77", "r82", "r83", "r88", "r91", "r107", "r108", "r111", "r112", "r114" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.", "label": "Net Income (Loss) Available to Common Stockholders, Basic", "verboseLabel": "Net income allocable to Class B ordinary shares not subject to redemption" } } }, "localname": "NetIncomeLossAvailableToCommonStockholdersBasic", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationSummaryOfReconciliationOfNetLossPerOrdinaryShareDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.", "label": "New Accounting Pronouncements, Policy [Policy Text Block]", "terseLabel": "Recent Accounting Standards" } } }, "localname": "NewAccountingPronouncementsPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_NonoperatingIncomeExpense": { "auth_ref": [ "r42" ], "calculation": { "http://tio.com/role/StatementOfOperations": { "order": 3.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business).", "label": "Nonoperating Income (Expense)", "totalLabel": "Total other income" } } }, "localname": "NonoperatingIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/StatementOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingIncomeLoss": { "auth_ref": [ "r107", "r108", "r111", "r112", "r114" ], "calculation": { "http://tio.com/role/StatementOfOperations": { "order": 1.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The net result for the period of deducting operating expenses from operating revenues.", "label": "Operating Income (Loss)", "totalLabel": "Loss from operations" } } }, "localname": "OperatingIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/StatementOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Organization, Consolidation and Presentation of Financial Statements [Abstract]" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_OrganizationConsolidationBasisOfPresentationBusinessDescriptionAndAccountingPoliciesTextBlock": { "auth_ref": [ "r68", "r81", "r106", "r216" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the general note to the financial statements for the reporting entity which may include, descriptions of the basis of presentation, business description, significant accounting policies, consolidations, reclassifications, new pronouncements not yet adopted and changes in accounting principles.", "label": "Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block]", "terseLabel": "Organization and Business Operations" } } }, "localname": "OrganizationConsolidationBasisOfPresentationBusinessDescriptionAndAccountingPoliciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/OrganizationAndBusinessOperations" ], "xbrltype": "textBlockItemType" }, "us-gaap_OverAllotmentOptionMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Right given to the underwriter to sell additional shares over the initial allotment.", "label": "Over-Allotment Option [Member]", "terseLabel": "Over-Allotment Option [Member]" } } }, "localname": "OverAllotmentOptionMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/CommitmentsAndContingenciesAdditionalInformationDetails", "http://tio.com/role/FairValueOfFinancialInstrumentsAdditionalInformationDetails", "http://tio.com/role/InitialPublicOfferingAdditionalInformationDetails", "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PaymentsForUnderwritingExpense": { "auth_ref": [ "r51" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Cash paid for expenses incurred during underwriting activities (the process to review insurance applications, evaluate risks, accept or reject applications, and determine the premiums to be charged) for insurance companies.", "label": "Payments for Underwriting Expense", "terseLabel": "Payments for underwriting expense", "verboseLabel": "Underwriting Expense Paid" } } }, "localname": "PaymentsForUnderwritingExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/CommitmentsAndContingenciesAdditionalInformationDetails", "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfStockIssuanceCosts": { "auth_ref": [ "r48" ], "calculation": { "http://tio.com/role/StatementOfCashFlows": { "order": 15.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for cost incurred directly with the issuance of an equity security.", "label": "Payments of Stock Issuance Costs", "negatedLabel": "Payments of offering costs" } } }, "localname": "PaymentsOfStockIssuanceCosts", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireRestrictedInvestments": { "auth_ref": [ "r43" ], "calculation": { "http://tio.com/role/StatementOfCashFlows": { "order": 10.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow to acquire investments (not to include restricted cash) that are pledged or subject to withdrawal restrictions.", "label": "Payments to Acquire Restricted Investments", "negatedLabel": "Investment held in Trust Account", "verboseLabel": "Payment made towards restricted investments" } } }, "localname": "PaymentsToAcquireRestrictedInvestments", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails", "http://tio.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PreferredStockParOrStatedValuePerShare": { "auth_ref": [ "r12", "r163" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.", "label": "Preferred Stock, Par or Stated Value Per Share", "terseLabel": "Preferred stock par or stated value per share" } } }, "localname": "PreferredStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheetParenthetical", "http://tio.com/role/ShareholdersEquityAdditionalInformationDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_PreferredStockSharesAuthorized": { "auth_ref": [ "r12" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.", "label": "Preferred Stock, Shares Authorized", "terseLabel": "Preferred stock shares authorized" } } }, "localname": "PreferredStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheetParenthetical", "http://tio.com/role/ShareholdersEquityAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesIssued": { "auth_ref": [ "r12", "r163" ], "lang": { "en-us": { "role": { "documentation": "Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.", "label": "Preferred Stock, Shares Issued", "terseLabel": "Preferred stock shares issued" } } }, "localname": "PreferredStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheetParenthetical", "http://tio.com/role/ShareholdersEquityAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesOutstanding": { "auth_ref": [ "r12" ], "lang": { "en-us": { "role": { "documentation": "Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.", "label": "Preferred Stock, Shares Outstanding", "terseLabel": "Preferred stock shares outstanding" } } }, "localname": "PreferredStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheetParenthetical", "http://tio.com/role/ShareholdersEquityAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockValue": { "auth_ref": [ "r12", "r261" ], "calculation": { "http://tio.com/role/BalanceSheet": { "order": 18.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Preferred Stock, Value, Issued", "verboseLabel": "Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding" } } }, "localname": "PreferredStockValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrepaidExpenseCurrent": { "auth_ref": [ "r4", "r6", "r133", "r134" ], "calculation": { "http://tio.com/role/BalanceSheet": { "order": 3.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset related to consideration paid in advance for costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer.", "label": "Prepaid Expense, Current", "terseLabel": "Prepaid Expenses" } } }, "localname": "PrepaidExpenseCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrepaidExpenseNoncurrent": { "auth_ref": [ "r20" ], "calculation": { "http://tio.com/role/BalanceSheet": { "order": 4.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of amounts paid in advance for expenses which will be charged against earnings in periods after one year or beyond the operating cycle, if longer.", "label": "Prepaid Expense, Noncurrent", "verboseLabel": "Prepaid expenses - non-current" } } }, "localname": "PrepaidExpenseNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrivatePlacementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A private placement is a direct offering of securities to a limited number of sophisticated investors such as insurance companies, pension funds, mezzanine funds, stock funds and trusts.", "label": "Private Placement [Member]" } } }, "localname": "PrivatePlacementMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ProceedsFromDerivativeInstrumentFinancingActivities": { "auth_ref": [ "r46", "r49" ], "calculation": { "http://tio.com/role/StatementOfCashFlows": { "order": 13.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow provided by derivative instruments during the period, which are classified as financing activities, excluding those designated as hedging instruments.", "label": "Proceeds from Derivative Instrument, Financing Activities", "terseLabel": "Proceeds from issuance of Private Placement Warrants" } } }, "localname": "ProceedsFromDerivativeInstrumentFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceInitialPublicOffering": { "auth_ref": [ "r44" ], "calculation": { "http://tio.com/role/StatementOfCashFlows": { "order": 12.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow associated with the amount received from entity's first offering of stock to the public.", "label": "Proceeds from Issuance Initial Public Offering", "terseLabel": "Proceeds From Issuance Of IPO", "verboseLabel": "Proceeds from initial public offering, net of underwriters' discount" } } }, "localname": "ProceedsFromIssuanceInitialPublicOffering", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/InitialPublicOfferingAdditionalInformationDetails", "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails", "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationSummaryOfClassACommonStockReflectedInTheBalanceSheetDetails", "http://tio.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfWarrants": { "auth_ref": [ "r44" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from issuance of rights to purchase common shares at predetermined price (usually issued together with corporate debt).", "label": "Proceeds from Issuance of Warrants", "terseLabel": "Proceeds from Issuance of warrants" } } }, "localname": "ProceedsFromIssuanceOfWarrants", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails", "http://tio.com/role/PrivatePlacementAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromRelatedPartyDebt": { "auth_ref": [ "r45" ], "calculation": { "http://tio.com/role/StatementOfCashFlows": { "order": 16.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from a long-term borrowing made from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth. Alternate caption: Proceeds from Advances from Affiliates.", "label": "Proceeds from Related Party Debt", "terseLabel": "Proceeds from related party" } } }, "localname": "ProceedsFromRelatedPartyDebt", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_RelatedPartyDomain": { "auth_ref": [ "r192", "r254", "r255" ], "lang": { "en-us": { "role": { "documentation": "Related parties include affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party [Domain]" } } }, "localname": "RelatedPartyDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails", "http://tio.com/role/ShareholdersEquityAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RelatedPartyTransactionAmountsOfTransaction": { "auth_ref": [ "r254", "r256" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of transactions with related party during the financial reporting period.", "label": "Related Party Transaction, Amounts of Transaction", "terseLabel": "Related Party Transaction, Amounts of Transaction" } } }, "localname": "RelatedPartyTransactionAmountsOfTransaction", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RelatedPartyTransactionAxis": { "auth_ref": [ "r192", "r254", "r255", "r256" ], "lang": { "en-us": { "role": { "documentation": "Information by type of related party transaction.", "label": "Related Party Transaction [Axis]" } } }, "localname": "RelatedPartyTransactionAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionDomain": { "auth_ref": [ "r192" ], "lang": { "en-us": { "role": { "documentation": "Transaction between related party.", "label": "Related Party Transaction [Domain]" } } }, "localname": "RelatedPartyTransactionDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RelatedPartyTransactionSellingGeneralAndAdministrativeExpensesFromTransactionsWithRelatedParty": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of selling, general and administrative expenses resulting from transactions, excluding transactions that are eliminated in consolidated or combined financial statements, with related party.", "label": "Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party", "verboseLabel": "Related Party Administrative Fee Agreement" } } }, "localname": "RelatedPartyTransactionSellingGeneralAndAdministrativeExpensesFromTransactionsWithRelatedParty", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RelatedPartyTransactionsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Related Party Transactions [Abstract]" } } }, "localname": "RelatedPartyTransactionsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsByRelatedPartyAxis": { "auth_ref": [ "r192", "r254", "r256", "r297", "r298", "r299", "r300", "r301", "r302", "r303", "r304", "r305", "r306", "r307", "r308" ], "lang": { "en-us": { "role": { "documentation": "Information by type of related party. Related parties include, but not limited to, affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party [Axis]" } } }, "localname": "RelatedPartyTransactionsByRelatedPartyAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails", "http://tio.com/role/ShareholdersEquityAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsDisclosureTextBlock": { "auth_ref": [ "r252", "r253", "r255", "r257", "r258" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.", "label": "Related Party Transactions Disclosure [Text Block]", "terseLabel": "Related Party Transactions" } } }, "localname": "RelatedPartyTransactionsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/RelatedPartyTransactions" ], "xbrltype": "textBlockItemType" }, "us-gaap_RepaymentsOfRelatedPartyDebt": { "auth_ref": [ "r47" ], "calculation": { "http://tio.com/role/StatementOfCashFlows": { "order": 14.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for the payment of a long-term borrowing made from a related party where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth. Alternate caption: Payments for Advances from Affiliates.", "label": "Repayments of Related Party Debt", "negatedLabel": "Repayment of promissory note\u2014related party" } } }, "localname": "RepaymentsOfRelatedPartyDebt", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsAccumulatedDeficit": { "auth_ref": [ "r15", "r181", "r200", "r261", "r317", "r327", "r328" ], "calculation": { "http://tio.com/role/BalanceSheet": { "order": 15.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings (Accumulated Deficit)", "verboseLabel": "Accumulated deficit" } } }, "localname": "RetainedEarningsAccumulatedDeficit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsMember": { "auth_ref": [ "r0", "r69", "r70", "r71", "r73", "r78", "r80", "r123", "r197", "r198", "r199", "r210", "r211", "r223", "r324", "r326" ], "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings [Member]", "terseLabel": "Accumulated Deficit [Member]" } } }, "localname": "RetainedEarningsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/StatementOfChangesInShareholdersEquity" ], "xbrltype": "domainItemType" }, "us-gaap_SaleOfStockNameOfTransactionDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Sale of the entity's stock, including, but not limited to, initial public offering (IPO) and private placement.", "label": "Sale of Stock [Domain]" } } }, "localname": "SaleOfStockNameOfTransactionDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/CommitmentsAndContingenciesAdditionalInformationDetails", "http://tio.com/role/FairValueOfFinancialInstrumentsAdditionalInformationDetails", "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueOnARecurringBasisDetails", "http://tio.com/role/InitialPublicOfferingAdditionalInformationDetails", "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails", "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails", "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationAdditionalInformationDetails", "http://tio.com/role/StatementOfChangesInShareholdersEquity", "http://tio.com/role/StatementOfChangesInShareholdersEquityParenthetical" ], "xbrltype": "domainItemType" }, "us-gaap_SaleOfStockPricePerShare": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Per share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction.", "label": "Sale of Stock, Price Per Share", "terseLabel": "Sale of stock issue price per share" } } }, "localname": "SaleOfStockPricePerShare", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock": { "auth_ref": [ "r91" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations.", "label": "Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]", "terseLabel": "Summary of Reconciliation of Net Loss Per Ordinary Share" } } }, "localname": "ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock": { "auth_ref": [ "r225", "r226" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of assets and liabilities, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).", "label": "Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]", "verboseLabel": "Summary of assets and liabilities measured at fair value on a recurring basis" } } }, "localname": "ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_SharePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Price of a single share of a number of saleable stocks of a company.", "label": "Share Price", "terseLabel": "Share price", "verboseLabel": "Share Price" } } }, "localname": "SharePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails", "http://tio.com/role/WarrantsAdditionalInformationDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_SharesIssuedPricePerShare": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Per share or per unit amount of equity securities issued.", "label": "Shares Issued, Price Per Share", "verboseLabel": "Share Issue Price" } } }, "localname": "SharesIssuedPricePerShare", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/InitialPublicOfferingAdditionalInformationDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_SharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of shares issued which are neither cancelled nor held in the treasury.", "label": "Shares, Outstanding", "periodEndLabel": "Ending Balance (Shares)", "periodStartLabel": "Beginning Balance (Shares)" } } }, "localname": "SharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/StatementOfChangesInShareholdersEquity" ], "xbrltype": "sharesItemType" }, "us-gaap_SignificantAccountingPoliciesTextBlock": { "auth_ref": [ "r58", "r68" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for all significant accounting policies of the reporting entity.", "label": "Significant Accounting Policies [Text Block]", "terseLabel": "Significant Accounting Policies Basis of Presentation" } } }, "localname": "SignificantAccountingPoliciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentation" ], "xbrltype": "textBlockItemType" }, "us-gaap_StatementClassOfStockAxis": { "auth_ref": [ "r11", "r12", "r13", "r60", "r62", "r84", "r85", "r86", "r89", "r91", "r95", "r96", "r97", "r122", "r137", "r142", "r143", "r144", "r148", "r149", "r163", "r164", "r168", "r172", "r179", "r241", "r341" ], "lang": { "en-us": { "role": { "documentation": "Information by the different classes of stock of the entity.", "label": "Class of Stock [Axis]" } } }, "localname": "StatementClassOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheet", "http://tio.com/role/BalanceSheetParenthetical", "http://tio.com/role/CommitmentsAndContingenciesAdditionalInformationDetails", "http://tio.com/role/CoverPage", "http://tio.com/role/InitialPublicOfferingAdditionalInformationDetails", "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails", "http://tio.com/role/PrivatePlacementAdditionalInformationDetails", "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails", "http://tio.com/role/ShareholdersEquityAdditionalInformationDetails", "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationAdditionalInformationDetails", "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationSummaryOfClassACommonStockReflectedInTheBalanceSheetDetails", "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationSummaryOfReconciliationOfNetLossPerOrdinaryShareDetails", "http://tio.com/role/StatementOfChangesInShareholdersEquity", "http://tio.com/role/StatementOfOperations", "http://tio.com/role/WarrantsAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementEquityComponentsAxis": { "auth_ref": [ "r0", "r27", "r37", "r38", "r39", "r69", "r70", "r71", "r73", "r78", "r80", "r94", "r123", "r179", "r181", "r197", "r198", "r199", "r210", "r211", "r223", "r242", "r243", "r244", "r245", "r246", "r247", "r324", "r325", "r326", "r351" ], "lang": { "en-us": { "role": { "documentation": "Information by component of equity.", "label": "Equity Components [Axis]" } } }, "localname": "StatementEquityComponentsAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails", "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationAdditionalInformationDetails", "http://tio.com/role/StatementOfChangesInShareholdersEquity" ], "xbrltype": "stringItemType" }, "us-gaap_StatementLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Statement [Line Items]", "verboseLabel": "Statement [Line Items]" } } }, "localname": "StatementLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheet", "http://tio.com/role/BalanceSheetParenthetical", "http://tio.com/role/CommitmentsAndContingenciesAdditionalInformationDetails", "http://tio.com/role/InitialPublicOfferingAdditionalInformationDetails", "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails", "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails", "http://tio.com/role/ShareholdersEquityAdditionalInformationDetails", "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationAdditionalInformationDetails", "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationSummaryOfClassACommonStockReflectedInTheBalanceSheetDetails", "http://tio.com/role/StatementOfChangesInShareholdersEquity", "http://tio.com/role/StatementOfChangesInShareholdersEquityParenthetical", "http://tio.com/role/StatementOfOperations", "http://tio.com/role/WarrantsAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementOfCashFlowsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Cash Flows [Abstract]" } } }, "localname": "StatementOfCashFlowsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfFinancialPositionAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Financial Position [Abstract]" } } }, "localname": "StatementOfFinancialPositionAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Stockholders' Equity [Abstract]" } } }, "localname": "StatementOfStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementTable": { "auth_ref": [ "r69", "r70", "r71", "r94", "r296" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting a Statement of Income, Statement of Cash Flows, Statement of Financial Position, Statement of Shareholders' Equity and Other Comprehensive Income, or other statement as needed.", "label": "Statement [Table]", "verboseLabel": "Statement [Table]" } } }, "localname": "StatementTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheet", "http://tio.com/role/BalanceSheetParenthetical", "http://tio.com/role/CommitmentsAndContingenciesAdditionalInformationDetails", "http://tio.com/role/InitialPublicOfferingAdditionalInformationDetails", "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails", "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails", "http://tio.com/role/ShareholdersEquityAdditionalInformationDetails", "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationAdditionalInformationDetails", "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationSummaryOfClassACommonStockReflectedInTheBalanceSheetDetails", "http://tio.com/role/StatementOfChangesInShareholdersEquity", "http://tio.com/role/StatementOfChangesInShareholdersEquityParenthetical", "http://tio.com/role/StatementOfOperations", "http://tio.com/role/WarrantsAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StockIssuedDuringPeriodSharesIssuedForServices": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders.", "label": "Stock Issued During Period, Shares, Issued for Services", "terseLabel": "Issuance of Founder shares (Shares)", "verboseLabel": "Stock shares issued during the period for services Shares" } } }, "localname": "StockIssuedDuringPeriodSharesIssuedForServices", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails", "http://tio.com/role/StatementOfChangesInShareholdersEquity" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesNewIssues": { "auth_ref": [ "r12", "r13", "r179", "r181" ], "lang": { "en-us": { "role": { "definitionGuidance": "Stock shares issued during the period shares", "documentation": "Number of new stock issued during the period.", "label": "Stock Issued During Period, Shares, New Issues", "presentationGuidance": "Stock Issued During Period Shares", "verboseLabel": "Stock shares issued during the period" } } }, "localname": "StockIssuedDuringPeriodSharesNewIssues", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/CommitmentsAndContingenciesAdditionalInformationDetails", "http://tio.com/role/InitialPublicOfferingAdditionalInformationDetails", "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodValueIssuedForServices": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders.", "label": "Stock Issued During Period, Value, Issued for Services", "terseLabel": "Issuance of Founder shares", "verboseLabel": "Stock shares issued during the period for services value" } } }, "localname": "StockIssuedDuringPeriodValueIssuedForServices", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails", "http://tio.com/role/StatementOfChangesInShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueNewIssues": { "auth_ref": [ "r12", "r13", "r179", "r181" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.", "label": "Stock Issued During Period, Value, New Issues", "terseLabel": "Stock issued during period" } } }, "localname": "StockIssuedDuringPeriodValueNewIssues", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/InitialPublicOfferingAdditionalInformationDetails", "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquity": { "auth_ref": [ "r13", "r16", "r17", "r62", "r115", "r122", "r241", "r261" ], "calculation": { "http://tio.com/role/BalanceSheet": { "order": 14.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.", "label": "Stockholders' Equity Attributable to Parent", "periodEndLabel": "Ending balance", "periodStartLabel": "Beginning Balance", "totalLabel": "Total shareholders' deficit" } } }, "localname": "StockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheet", "http://tio.com/role/StatementOfChangesInShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stockholders' Equity Attributable to Parent [Abstract]", "terseLabel": "Shareholders' Deficit:" } } }, "localname": "StockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheet" ], "xbrltype": "stringItemType" }, "us-gaap_StockholdersEquityNoteAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stockholders' Equity Note [Abstract]" } } }, "localname": "StockholdersEquityNoteAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StockholdersEquityNoteDisclosureTextBlock": { "auth_ref": [ "r61", "r164", "r167", "r168", "r169", "r170", "r171", "r172", "r173", "r174", "r175", "r176", "r178", "r181", "r183" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.", "label": "Stockholders' Equity Note Disclosure [Text Block]", "terseLabel": "Stockholders' Equity" } } }, "localname": "StockholdersEquityNoteDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/ShareholdersEquity" ], "xbrltype": "textBlockItemType" }, "us-gaap_StockholdersEquityOther": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "This element represents movements included in the statement of changes in stockholders' equity which are not separately disclosed or provided for elsewhere in the taxonomy.", "label": "Stockholders' Equity, Other", "verboseLabel": "Contingently redeemable Class\u00a0A common stock" } } }, "localname": "StockholdersEquityOther", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationSummaryOfClassACommonStockReflectedInTheBalanceSheetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SubsequentEventTypeAxis": { "auth_ref": [ "r248", "r263" ], "lang": { "en-us": { "role": { "documentation": "Information by event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Axis]" } } }, "localname": "SubsequentEventTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/CommitmentsAndContingenciesAdditionalInformationDetails", "http://tio.com/role/InitialPublicOfferingAdditionalInformationDetails", "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails", "http://tio.com/role/PrivatePlacementAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTypeDomain": { "auth_ref": [ "r248", "r263" ], "lang": { "en-us": { "role": { "documentation": "Event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Domain]" } } }, "localname": "SubsequentEventTypeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/CommitmentsAndContingenciesAdditionalInformationDetails", "http://tio.com/role/InitialPublicOfferingAdditionalInformationDetails", "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails", "http://tio.com/role/PrivatePlacementAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SubsequentEventsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Subsequent Events [Abstract]" } } }, "localname": "SubsequentEventsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventsTextBlock": { "auth_ref": [ "r262", "r264" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.", "label": "Subsequent Events [Text Block]", "terseLabel": "Subsequent Events" } } }, "localname": "SubsequentEventsTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/SubsequentEvents" ], "xbrltype": "textBlockItemType" }, "us-gaap_SubsidiarySaleOfStockAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of sale of the entity's stock.", "label": "Sale of Stock [Axis]" } } }, "localname": "SubsidiarySaleOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/CommitmentsAndContingenciesAdditionalInformationDetails", "http://tio.com/role/FairValueOfFinancialInstrumentsAdditionalInformationDetails", "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueOnARecurringBasisDetails", "http://tio.com/role/InitialPublicOfferingAdditionalInformationDetails", "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails", "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails", "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationAdditionalInformationDetails", "http://tio.com/role/StatementOfChangesInShareholdersEquity", "http://tio.com/role/StatementOfChangesInShareholdersEquityParenthetical" ], "xbrltype": "stringItemType" }, "us-gaap_TemporaryEquityAccretionToRedemptionValue": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of accretion of temporary equity to its redemption value during the period.", "label": "Temporary Equity, Accretion to Redemption Value", "verboseLabel": "Accretion of carrying value to redemption value" } } }, "localname": "TemporaryEquityAccretionToRedemptionValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationSummaryOfClassACommonStockReflectedInTheBalanceSheetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_TemporaryEquityCarryingAmountAttributableToParent": { "auth_ref": [ "r137", "r142", "r143", "r144", "r148", "r149" ], "calculation": { "http://tio.com/role/BalanceSheet": { "order": 7.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.", "label": "Temporary Equity, Carrying Amount, Attributable to Parent", "positiveLabel": "Class A ordinary shares subject to possible redemption, 34,500,000 shares at redemption value as of December 31, 2021" } } }, "localname": "TemporaryEquityCarryingAmountAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_TemporaryEquityRedemptionPricePerShare": { "auth_ref": [ "r8", "r162" ], "lang": { "en-us": { "role": { "documentation": "Amount to be paid per share that is classified as temporary equity by entity upon redemption. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.", "label": "Temporary Equity, Redemption Price Per Share", "terseLabel": "Temporary equity redemption price per share" } } }, "localname": "TemporaryEquityRedemptionPricePerShare", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/OrganizationAndBusinessOperationsAdditionalInformationDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_TemporaryEquitySharesOutstanding": { "auth_ref": [ "r10" ], "lang": { "en-us": { "role": { "documentation": "The number of securities classified as temporary equity that have been issued and are held by the entity's shareholders. Securities outstanding equals securities issued minus securities held in treasury. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.", "label": "Temporary Equity, Shares Outstanding", "terseLabel": "Temporary equity shares outstanding", "verboseLabel": "Shares subject to possible redemption" } } }, "localname": "TemporaryEquitySharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/BalanceSheetParenthetical", "http://tio.com/role/RelatedPartyTransactionsAdditionalInformationDetails", "http://tio.com/role/ShareholdersEquityAdditionalInformationDetails", "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_TemporaryEquityTableTextBlock": { "auth_ref": [ "r8", "r162" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of temporary equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.", "label": "Temporary Equity [Table Text Block]", "terseLabel": "Summary of reconciliation of ordinary shares subject to possible redemption" } } }, "localname": "TemporaryEquityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain": { "auth_ref": [ "r116", "r117", "r118", "r119", "r120", "r156", "r177", "r222", "r265", "r266", "r267", "r268", "r269", "r270", "r271", "r272", "r273", "r274", "r275", "r276", "r277", "r278", "r279", "r280", "r281", "r282", "r283", "r284", "r285", "r286", "r287", "r288", "r289", "r290", "r291", "r292", "r293", "r294", "r341", "r342", "r343", "r344", "r345", "r346", "r347" ], "lang": { "en-us": { "role": { "documentation": "Instrument or contract that imposes a contractual obligation to deliver cash or another financial instrument or to exchange other financial instruments on potentially unfavorable terms and conveys a contractual right to receive cash or another financial instrument or to exchange other financial instruments on potentially favorable terms.", "label": "Financial Instruments [Domain]" } } }, "localname": "TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueOnARecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_USTreasurySecuritiesMember": { "auth_ref": [ "r64", "r185", "r193", "r314" ], "lang": { "en-us": { "role": { "documentation": "This category includes information about debt securities issued by the United States Department of the Treasury and backed by the United States government. Such securities primarily consist of treasury bills (short-term maturities - one year or less), treasury notes (intermediate term maturities - two to ten years), and treasury bonds (long-term maturities - ten to thirty years).", "label": "US Treasury Securities [Member]", "terseLabel": "U.S. Treasury Securities held in Trust Account [Member]" } } }, "localname": "USTreasurySecuritiesMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueOnARecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_UnrecognizedTaxBenefits": { "auth_ref": [ "r201", "r205" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of unrecognized tax benefits.", "label": "Unrecognized Tax Benefits", "terseLabel": "Unrecognized Tax Benefits" } } }, "localname": "UnrecognizedTaxBenefits", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued": { "auth_ref": [ "r204" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount accrued for interest on an underpayment of income taxes and penalties related to a tax position claimed or expected to be claimed in the tax return.", "label": "Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued", "terseLabel": "Accrued for interest and penalties" } } }, "localname": "UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UseOfEstimates": { "auth_ref": [ "r98", "r99", "r101", "r102", "r103", "r104", "r105" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.", "label": "Use of Estimates, Policy [Policy Text Block]", "terseLabel": "Use of Estimates" } } }, "localname": "UseOfEstimates", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_WarrantMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Security that gives the holder the right to purchase shares of stock in accordance with the terms of the instrument, usually upon payment of a specified amount.", "label": "Warrant [Member]", "terseLabel": "Warrant [Member]" } } }, "localname": "WarrantMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/CoverPage" ], "xbrltype": "domainItemType" }, "us-gaap_WarrantsAndRightsNoteDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Warrants and Rights Note Disclosure [Abstract]", "verboseLabel": "Warrants and Rights Note Disclosure [Abstract]" } } }, "localname": "WarrantsAndRightsNoteDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_WarrantsAndRightsOutstandingMeasurementInput": { "auth_ref": [ "r229" ], "lang": { "en-us": { "role": { "documentation": "Value of input used to measure outstanding warrant and right embodying unconditional obligation requiring redemption by transferring asset at specified or determinable date or upon event certain to occur.", "label": "Warrants and Rights Outstanding, Measurement Input", "verboseLabel": "Warrants and Rights Outstanding, Measurement Input" } } }, "localname": "WarrantsAndRightsOutstandingMeasurementInput", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/FairValueOfFinancialInstrumentsSummaryOfProvidesQuantitativeInformationRegardingLevel3FairValueMeasurementsDetails" ], "xbrltype": "decimalItemType" }, "us-gaap_WeightedAverageNumberOfShareOutstandingBasicAndDiluted": { "auth_ref": [], "lang": { "en-us": { "role": { "definitionGuidance": "Weighted Average Non-Redeemable Ordinary shares, Basic and Diluted", "documentation": "Average number of shares or units issued and outstanding that are used in calculating basic and diluted earnings per share (EPS).", "label": "Weighted Average Number of Shares Outstanding, Basic and Diluted", "terseLabel": "Weighted average shares outstanding", "verboseLabel": "Weighted Average Redeemable Class A ordinary shares, Basic and Diluted" } } }, "localname": "WeightedAverageNumberOfShareOutstandingBasicAndDiluted", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://tio.com/role/SignificantAccountingPoliciesBasisOfPresentationSummaryOfReconciliationOfNetLossPerOrdinaryShareDetails", "http://tio.com/role/StatementOfOperations" ], "xbrltype": "sharesItemType" } }, "unitCount": 8 } }, "std_ref": { "r0": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "105", "URI": "http://asc.fasb.org/extlink&oid=124434974&loc=SL124442142-165695" }, "r1": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760" }, "r10": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(27)(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r100": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r101": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6161-108592" }, "r102": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6191-108592" }, "r103": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6061-108592" }, "r104": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6132-108592" }, "r105": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6143-108592" }, "r106": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "275", "URI": "http://asc.fasb.org/topic&trid=2134479" }, "r107": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r108": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599" }, "r109": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599" }, "r11": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(27))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r110": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599" }, "r111": { "Name": "Accounting Standards Codification", "Paragraph": "31", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599" }, "r112": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r113": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r114": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r115": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 4.E)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707" }, "r116": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=123581744&loc=d3e27232-111563" }, "r117": { "Name": "Accounting Standards Codification", "Paragraph": "5A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=123581744&loc=SL120269820-111563" }, "r118": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "321", "URI": "http://asc.fasb.org/extlink&oid=123583765&loc=SL75117539-209714" }, "r119": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "321", "URI": "http://asc.fasb.org/extlink&oid=123583765&loc=SL75117539-209714" }, "r12": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r120": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "321", "URI": "http://asc.fasb.org/extlink&oid=123583765&loc=SL75117539-209714" }, "r121": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571" }, "r122": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571" }, "r123": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437" }, "r124": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255953&loc=SL82919244-210447" }, "r125": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447" }, "r126": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255953&loc=SL82919253-210447" }, "r127": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255953&loc=SL82919258-210447" }, "r128": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255953&loc=SL82919230-210447" }, "r129": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124269663&loc=SL82922888-210455" }, "r13": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(29))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r130": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124269663&loc=SL82922895-210455" }, "r131": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124269663&loc=SL82922900-210455" }, "r132": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121590138&loc=SL82922954-210456" }, "r133": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=123349782&loc=d3e5879-108316" }, "r134": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=6387103&loc=d3e6435-108320" }, "r135": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "440", "URI": "http://asc.fasb.org/topic&trid=2144648" }, "r136": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14326-108349" }, "r137": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(i))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r138": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(ii))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r139": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii)(A))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r14": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r140": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii)(B))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r141": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r142": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iv))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r143": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(5))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r144": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(i))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r145": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(A))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r146": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(B))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r147": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(C))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r148": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iv))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r149": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(5))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r15": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r150": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r151": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r152": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r153": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r154": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r155": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611" }, "r156": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611" }, "r157": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466204&loc=SL6031897-161870" }, "r158": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466204&loc=SL6031898-161870" }, "r159": { "Name": "Accounting Standards Codification", "Paragraph": "69B", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612" }, "r16": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r160": { "Name": "Accounting Standards Codification", "Paragraph": "69C", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466577&loc=SL123495737-112612" }, "r161": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Topic": "480", "URI": "http://asc.fasb.org/extlink&oid=109262497&loc=d3e20148-110875" }, "r162": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Topic": "480", "URI": "http://asc.fasb.org/extlink&oid=122040564&loc=d3e177068-122764" }, "r163": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r164": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r165": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r166": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r167": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r168": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r169": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r17": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(31))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r170": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r171": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644" }, "r172": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644" }, "r173": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644" }, "r174": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644" }, "r175": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644" }, "r176": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644" }, "r177": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644" }, "r178": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644" }, "r179": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21463-112644" }, "r18": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(32))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r180": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21475-112644" }, "r181": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770" }, "r182": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "50", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=6784392&loc=d3e188667-122775" }, "r183": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "505", "URI": "http://asc.fasb.org/topic&trid=2208762" }, "r184": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(i)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r185": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(ii)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r186": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(01)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r187": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r188": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(A)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r189": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(B)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r19": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.1)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r190": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(C)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r191": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(03)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r192": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(n)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r193": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123450688&loc=d3e4179-114921" }, "r194": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(d)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450657-114947" }, "r195": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "80", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=35742348&loc=SL14450788-114948" }, "r196": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r197": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r198": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r199": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r2": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "25", "SubTopic": "30", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=95464943&loc=SL35686261-199414" }, "r20": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.17)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r200": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(g)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r201": { "Name": "Accounting Standards Codification", "Paragraph": "10B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123427490&loc=SL37586934-109318" }, "r202": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123427490&loc=d3e32247-109318" }, "r203": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123427490&loc=d3e32280-109318" }, "r204": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32718-109319" }, "r205": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=SL6600010-109319" }, "r206": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319" }, "r207": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32840-109319" }, "r208": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32847-109319" }, "r209": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319" }, "r21": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r210": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123459177&loc=SL121830611-158277" }, "r211": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(3)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123459177&loc=SL121830611-158277" }, "r212": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988" }, "r213": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988" }, "r214": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685" }, "r215": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685" }, "r216": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "810", "URI": "http://asc.fasb.org/topic&trid=2197479" }, "r217": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5579240-113959" }, "r218": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5579245-113959" }, "r219": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=d3e41620-113959" }, "r22": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19,20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r220": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=d3e41638-113959" }, "r221": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=d3e41675-113959" }, "r222": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(f)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123477628&loc=d3e90205-114008" }, "r223": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(3)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r224": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r225": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r226": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r227": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r228": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(1)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r229": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(2)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r23": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19-26)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r230": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r231": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r232": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r233": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(3)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r234": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r235": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19279-110258" }, "r236": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19279-110258" }, "r237": { "Name": "Accounting Standards Codification", "Paragraph": "6A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=SL6742756-110258" }, "r238": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123594938&loc=d3e13433-108611" }, "r239": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123594938&loc=d3e13467-108611" }, "r24": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.21)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r240": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123594938&loc=d3e13476-108611" }, "r241": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612" }, "r242": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900" }, "r243": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r244": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r245": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r246": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r247": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901" }, "r248": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=6450520&loc=d3e32618-110901" }, "r249": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=124435984&loc=d3e28551-108399" }, "r25": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r250": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=124429444&loc=SL124452920-239629" }, "r251": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400" }, "r252": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r253": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r254": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r255": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r256": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864" }, "r257": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864" }, "r258": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "850", "URI": "http://asc.fasb.org/topic&trid=2122745" }, "r259": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "852", "URI": "http://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765" }, "r26": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.25)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r260": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "852", "URI": "http://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765" }, "r261": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "852", "URI": "http://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766" }, "r262": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "855", "URI": "http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662" }, "r263": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "855", "URI": "http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662" }, "r264": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "855", "URI": "http://asc.fasb.org/topic&trid=2122774" }, "r265": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)(i)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r266": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)(ii)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r267": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r268": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r269": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r27": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29-31)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r270": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r271": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r272": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r273": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r274": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r275": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r276": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r277": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r278": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=66007379&loc=d3e113888-111728" }, "r279": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=109249958&loc=SL34722452-111729" }, "r28": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.9)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r280": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122625-111746" }, "r281": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122625-111746" }, "r282": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122625-111746" }, "r283": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(4)(i)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122625-111746" }, "r284": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r285": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r286": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r287": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(4)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r288": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(5)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r289": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(6)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r29": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=51824906&loc=SL20225862-175312" }, "r290": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(7)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r291": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(b)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r292": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r293": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r294": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r295": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "910", "URI": "http://asc.fasb.org/extlink&oid=123353855&loc=SL119991595-234733" }, "r296": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.L)", "Topic": "924", "URI": "http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856" }, "r297": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e61929-109447" }, "r298": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e61929-109447" }, "r299": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62059-109447" }, "r3": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r30": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=99393222&loc=SL20226008-175313" }, "r300": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62059-109447" }, "r301": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62395-109447" }, "r302": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62395-109447" }, "r303": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62479-109447" }, "r304": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62479-109447" }, "r305": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=SL6807758-109447" }, "r306": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=SL6807758-109447" }, "r307": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(1)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e61872-109447" }, "r308": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(2)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e61872-109447" }, "r309": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(11))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r31": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=99393222&loc=SL20226024-175313" }, "r310": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(23))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r311": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.15(3),(4))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r312": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.17)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r313": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(22))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r314": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "320", "Subparagraph": "(b)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=123599081&loc=d3e62557-112803" }, "r315": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "825", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=123345438&loc=d3e61044-112788" }, "r316": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(12))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r317": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(4))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r318": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(25))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r319": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.(a),19)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r32": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=99393222&loc=SL20226049-175313" }, "r320": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.17)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r321": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(18))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r322": { "Name": "Accounting Standards Codification", "Paragraph": "7A", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(d)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124506351&loc=SL117782755-158439" }, "r323": { "Name": "Accounting Standards Codification", "Paragraph": "29F", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124504033&loc=SL117819544-158441" }, "r324": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r325": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(1)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r326": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(2)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r327": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(i)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r328": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(2)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r329": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "210", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=118262064&loc=SL116631418-115840" }, "r33": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=99393222&loc=SL20226052-175313" }, "r330": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "45", "SubTopic": "210", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=118262064&loc=SL116631419-115840" }, "r331": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04.16)", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401414&loc=d3e603758-122996" }, "r332": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Subparagraph": "(c)", "Topic": "976", "URI": "http://asc.fasb.org/extlink&oid=6497875&loc=d3e22274-108663" }, "r333": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Subparagraph": "(b)", "Topic": "978", "URI": "http://asc.fasb.org/extlink&oid=123360121&loc=d3e27327-108691" }, "r334": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b" }, "r335": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-2" }, "r336": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "d1-1" }, "r337": { "Name": "Form 10-K", "Number": "249", "Publisher": "SEC", "Section": "310" }, "r338": { "Name": "Form 20-F", "Number": "249", "Publisher": "SEC", "Section": "220", "Subsection": "f" }, "r339": { "Name": "Form 40-F", "Number": "249", "Publisher": "SEC", "Section": "240", "Subsection": "f" }, "r34": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669619-108580" }, "r340": { "Name": "Forms 10-K, 10-Q, 20-F", "Number": "240", "Publisher": "SEC", "Section": "13", "Subsection": "a-1" }, "r341": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(a)", "Publisher": "SEC", "Section": "1402" }, "r342": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(b)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(1)" }, "r343": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(b)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)" }, "r344": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(b)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(3)" }, "r345": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(c)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)(i)" }, "r346": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(c)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)(ii)" }, "r347": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(c)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)(iii)" }, "r348": { "Name": "Regulation S-T", "Number": "232", "Publisher": "SEC", "Section": "405" }, "r349": { "Name": "Securities Act", "Number": "230", "Publisher": "SEC", "Section": "405" }, "r35": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669625-108580" }, "r350": { "Name": "Securities Act", "Number": "7A", "Publisher": "SEC", "Section": "B", "Subsection": "2" }, "r351": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)(3)(iii)(03)", "Topic": "848" }, "r36": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL116659661-227067" }, "r37": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL124442407-227067" }, "r38": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL124442411-227067" }, "r39": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067" }, "r4": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r40": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(20))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r41": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.19)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r42": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.7)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r43": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3213-108585" }, "r44": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3255-108585" }, "r45": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3255-108585" }, "r46": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3255-108585" }, "r47": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3291-108585" }, "r48": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3291-108585" }, "r49": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3505-108585" }, "r5": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r50": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3521-108585" }, "r51": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3536-108585" }, "r52": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3536-108585" }, "r53": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585" }, "r54": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585" }, "r55": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585" }, "r56": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3044-108585" }, "r57": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=d3e4273-108586" }, "r58": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=123372394&loc=d3e18726-107790" }, "r59": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(b))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r6": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6787-107765" }, "r60": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(d))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r61": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(e)(1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r62": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r63": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(k)(1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r64": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(m)(1)(ii)(A))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r65": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(m)(1)(iii))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r66": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(m)(2)(ii))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r67": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(n))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r68": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "235", "URI": "http://asc.fasb.org/topic&trid=2122369" }, "r69": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124436220&loc=d3e21914-107793" }, "r7": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6801-107765" }, "r70": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124436220&loc=d3e21930-107793" }, "r71": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124436220&loc=d3e21711-107793" }, "r72": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794" }, "r73": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(3)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794" }, "r74": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794" }, "r75": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794" }, "r76": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794" }, "r77": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794" }, "r78": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794" }, "r79": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794" }, "r8": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(27)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r80": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794" }, "r81": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "250", "URI": "http://asc.fasb.org/topic&trid=2122394" }, "r82": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1448-109256" }, "r83": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1377-109256" }, "r84": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1252-109256" }, "r85": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1278-109256" }, "r86": { "Name": "Accounting Standards Codification", "Paragraph": "55", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e2626-109256" }, "r87": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256" }, "r88": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256" }, "r89": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256" }, "r9": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r90": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1337-109256" }, "r91": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257" }, "r92": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257" }, "r93": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=124432515&loc=d3e3630-109257" }, "r94": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=125520817&loc=d3e70191-108054" }, "r95": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=125520817&loc=d3e70229-108054" }, "r96": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6373374&loc=d3e70434-108055" }, "r97": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6373374&loc=d3e70478-108055" }, "r98": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r99": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" } }, "version": "2.1" } ZIP 52 0001193125-22-089997-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001193125-22-089997-xbrl.zip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

J!.%^^^C3I[T?1Q]FYN7YF\)K4F-R7-V[=Q<.N<77SM?3RXZOSO7-YV;LR]G7V^N2ZCJB)'] M-1VH..@6*C OXSLO#/Y#^0FX6U0$3?_X["5!==!8TX>2@]#OQ$> M __#5=\I/#DA5::HT8[*YQRXFG@QB*U1TN M!^DB-"$P'+C]23H8R$A%IVP5$V^'",)QFD\_=B>D0 M'4]55PUN50P(*7"+FP-?QL9\;#K=( ,4MLYAJ_&47IW M7_%HP1*DW(OU$L$%3B1^0AR,?Z[ %LZQH*Y'8,Q<1X/F:BYT,68"%QI.SB>- M=(L8%:H?/;HR UX7I1J<0UE; J<'7T3>\YP1!I)&YH).YSAX1: >X*G!"'@! M*(0TO%,ADDW9)(3MQ/!!T&6)@QH2:-D#F46O0?[HFV16,$H,1

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

UQ8+BJZ3/,W$<5054!ABIZL>X?&:%('-@K=A1 .U#K8;C0X\GL=I MD04>RLD0A7-1D>W8+8(OA/,WF?*U*=L!%\_62IQA3.94M.HK9.727@V(FY8Q084+<#+)R,'%?DA3)UNF-1-7W:N8II M=_+0C;V3-N,;\1#.":2C1,=, ( %E&=C^V3[U%%VJ.OMOQ)3."DW%HY.3QU5 M;[1TNLT4;G)B>@J7M>@I.CX.ST_]1,LZZ!+::)VF]FR+1F^4YY_?/B2N M?P;M#J.W<&5YN;6HRTE%.XP!90B)SHM?\1B>HK\VY%"]!$EW&Y6:L&SD#+4< M?KPBR,,2\:(@+8??SELX,"^A#NZ&'X11D1WDZBS[#J4T)FX:X?*E$;!?_&R5 M((]/?)P6T#N&7R\4KN\83AY3]'KQ,)N.91L0[7>PL(BS &-!CN&<#W-P 9V9 MMZ\K='SB)ARO15TA"3F W!9#'2S8DEKEAN^B; $%-&S]SJ?C\&[JW>A^BRBQ MZ,Z.O/55#3I/=I[@,OLZ2!.K#U#QCL#.3J2=*=FW*[&]ME6^0@LFBI;6/Q&% MK:J55.];SW##V$OD-=1OW^I;+'$X!\#0#O7\I?F+XL!*_R5LHS$(LJ"$8 7H M@"^< HU-$95')6\?YHA\YVJV8$!-Y0[ < Z-[5#F>TG:'W>J))%[12R^C9-?4*_C^9S=V(ANB%%:E#SF_SE1JUK5 MD(GO*%K:C?:U$05TK L,[W9;ALTLX*B._=[W"%N CKS!<0U6FW$)4B&C@9< MU[W"%A-&'.Z "^@XUB6+@6\?+-&YI\J)7W/\>Y(M+J*GI(S2VSR"JT7)&W"Q MO=ZSHC=*1,N;$I2-4U))+&V^2@JREKY\SDO8OP,_S,7T6@:JO>ZE@)R>;=XC M_)S$J-CB%( ,O_*29S85)XTR)3$&/XGF_# MPY.#TKHA3%E^S4T/A.J_HS5B\VHUB;1,\RX7U6JQ5=0P;%05U-4U.-=(GN9N2%^W;*OU MIZ'O'2 VR@7N0>.^YW;[JE?.YG;,]U<1/N48/2RC;(+)_!BEQ4/^I9@]?$?I ML\JJ-W@'!^V^4DZ:,+J2R?[539XY.^'2*HX014F,]"#N:QH[M%+*7) M,HV+F9+@":^Z7D>*?"]9SKA2KEQV @<:6:#7B@7J[:-<5*].9TE?%RU#$@Q M\*R7#/+NV"N8Y MON^(8_8=@JC!"4"F 4* 52\5]?;#:C";"_?TJK8;ASZ2Z,PN0N)(_-:M-QA. M8L8$< !"]I7[,/F>(5PLDR=)%M76,[7D?4JE N0'-&_! 6&F>7!*$SQ52^\S MLPK0ID3MNZ(#BK?@27"O>-^+A@T&E*N!D<, CJ[.XF6.>3QQCE7'8,*GN<1G M7D)OI%U89'TJ$ "ZMF/H;Z)[I*=?6T\QR49''FOZM3CX A 69N6L@36WU2< MO>P\5TOGJQJ?5%]2U>Z*#RC7SDEY1^7ZGHYM:5E9$MO.47ESBF+R:@9&*MK5 M*+QLSA6=5S512]$ 7'BQB:G5T:PTP\O,L#O/^)^O<[R.]90>6QF\AP>)]JOR M2#N -,^S&( 0//FK$Y4 R_BJO :0%7$E4T8[L M#L^&9Z, +\P%1Y8BXM;7L$ M6 "J?(16;,MZDY'N1XSO.X*8W]U--NXQ^2%:R.HMZK^$JZ ?H-'-J#:$!O 94Y^$>I>1; MB[^@#.$H)2C&,[J@<8OI*^O/ M/N!DL4!X?5D ^TVN?5E+-F,=]6.=-84$<.(G/P7V:7]&W]DO;9W^F_;\I-IO MUJE5;[\ &<"IG6(7SB+DUF5_D&9F48]CWH/\*5M#551:EDY'7 M AM EQW_T-HR)E\M4%S1I=*&?];L=7RVZ<>8LX(3H-1'G0NHO!9S>E>&+(=RBI,ZKV<,V*CQSHT5F .=!L9 #\P"B<7)H6Z(^*UM2D!88?R /NX1>D' MOP]<3OP:K^2!/3J0;G]*:62\1CTK[0&N[?<4(/OMB!:D%[\13A M+T2EH!&GU9H!.0XPQAX\$S2#9>/ZE9;\%-((:\,W<$!NW'L^>!)!LW'="L@5 M*$9YAV*4/$OB7=5-.80 X]]!=@PP!72KBC2WO$/0Y%A!@ %@TF-Y(V0V M;EJQ1.HT>F'Q0=0J:\(>^_ 09V24C41.3TYI;FAR^3(J8Q9=,H MF:FV&XIV7/@ :QAH39$R0(J[75Q%UGV-,-G-EC]=&-WAJ1?SMGW8UN&IF^US MB["M0[C**2"WQ; MK]%VML*V#L,L#LZYDA,+P@DGRLY"4-#AJ2,CR$[8UB%< M&5J"YZ<*K".(@G'CV:9*61*PGV%;AZ* N9 M.Q95*YH=3_D=FJ$5>_5&&%4,&MR$2^[5/:DJ- O>)8)Z>APV_YV3 W#1LB>KJX51>6%3W-!_=Y/+=.?AKYW M@-B(KMN#QGUO@.RK7AEY8_N*<';G\@1?_8@1FA57=&I$*+NKGA JI@A?YFD: M8>V;J@W>QF=2+Y:]S@@0$=<-IXUP.6-"'U VS8EZ_A/AW ZIRC=RP%XJ/-DF M5A^KC3@Y?7)O45'0*],M#5>MUW&H7LH'6:/5#*B-Z#E;)TFR:D)O'V(GQR%6 MNY,= ;Z5WFEX7##%G$:C?A!E!:>-*#J77CF]$ORJI@SN:8"EUB3C3QN3C8@[ MY:C%H]-LG8K_=DYJ"A M2ZBX0XNZ[&R>$BK%6UNJ41O!F/VYW3*[+B M9M]I=^U&]U>SS7J(%6A!9BUB!FBWXR(">^#GO.1=4%;M3ZLUW^@'F#9B/BR% ML !^['A\>)0)CZ!O7&!&1*BE@[E1M?PV/#PY&/D]M#$E1A\3P,K:"',5$7T= M)9@5F9[,K\E SN*$QD2O+^\H[JO5*L(OD_FX*! K1WJ;1(])RE;I3R@J*HQF MX_+U+=GXCJ[BU!]R'A5)X2NH>B.13/!)MA&6WU^!MV2_U8C'MOH==H'5:&"A MAI"YO@3D;_[6@'0>I>1OZ'Z)4/D7G%=/!$0Q?BR@:V]SX.JG.]AE2-P-%.C#B57?#([S%Q%@ M59Z(3O-ZR+B)ZI2FC^QWY!NIPF)&BL< >DM1O\/A8'@R_?(1RZNUQL- MM(:%R)Z6 [(06@_KW4D4,!/=;[Y]>RXTH3FKD]ME=UIOU]A]LYB5]HM?%!L. MC=;U8N[&[[OWK8<18 L1^+99%@FM7,PT6M>&EZ-1J[TI,:)'P; .V( J .^- MXE#V+?OE6AGMZ\-C))*_V-C:RAQ>G>8U?J\'LD9#4I]I&&I A8<%OC35FBQN M4?O3 LC\M;(.JT &5'1X?2$M]8[QNS$)2O'1$JVB7(A_4D[A-C]3Z]%WSK&2 M97'G<*.)@,HB][A'!;-["*=K*;<6/MQ>7^X?,%LJ7UXCT)0;"KA1C=5K](^; M:4'<3W0T$5#!YL:2O/GGOR8($PTO7V[1,TKU'0&2%]0[K J8UGV!6AA#BA) M1;@=?@NBE=D(OJ?6A.^#"U/:# P*-7(;>3(_0Q\(9AO@KS,HEWVOCL*;[*DJ M"Z:! WU'PMM6-5JO>5,MQZJ":QG6@$I=B^0];,7HX19*KQ5XG3/Z!FM =:Y% M\@Y;,3K<0NDUB-@YHV^PVLB4"?):JN'P=#@\=,/FWC?9&C!MI-3TY'(CCMFW M6TZ#$X!, X0V,F;ZQ6HH>^(]T*O:^YHEWNPCW)_'MSJ)]-=X=>TT\AH4$TZ0 MOY'"%#E$^^Q@_![A[9T-O1 BS:GN)-U'WK#&&F[(OQ%?XOZ@JP& [;6QXCMC MC R.G/R8)BP[=#*_6$;9 A4W6>,%#TMTCA9)EO$Q=,5*.M3*HP4$R.^-@<=" MU9)Y@F;CVG+AV67^DLL^H_(U-X-1OQ;W13!+L&GA2Y8_%@@_TPTAV[)OZ^G6 M).?,X>?)ZG5VQJY6]6?SM8!'JPF\@>A*E^*/U9H+PPNTEQZB,$P=:#:<1#:K MFBZV5:V\FZ%('?R$=X38OR+8X3BNR_[[)KB),M\.^YGU8H)H:KW$M/_N0 MT-%^./F>#MG03A5W].E:W6Z\4'IIYC]+%Y=JUV+FNA<_ZKZ"R9B^0@HF<]\S M.@6BK?45SEU9GF*0F"+Z$H>V9LU*Z-$:>3@W;GGM J$)DE?U1H;[7U9)_F![-'/B(5-Q?19S-6<*%HE#1OL,YZO$1# M)J_A:(_]'IWNC5'Q5-).7P&>-MC5G[:Q[>"S7,V';KQ*SNNY=>F,^]&J10/; MQQ'$[JBDV6H*DQIJ4O/A)KV_G1'MEGEAKU-K)QS'NTA6I7$$-ZHA.EH!M8UA M-0/ZS.T""\..W)7Z]8(>8T)WF]9PO9;IMD16VKX%[#5>TQZP"8CA5"G<%OTN* MWZ\Q0C?$3,.H*.^BTGS@PB^I5> UCL\>RSHX%>4*/7F$Q[-9PD5JN'__[MIU MXWLY&EFZTVC[>J6Z1FZQ_G\6OSF[K*A@9O=/J=_$RNB>]O_&$SVNMD=_9Y7] MW6_KVL]T-'+C3?/OMQ7TQ_UJM>=^6]MI_F1(#_X6/+><>V&_TU!/.*Y;]WGD M%+)O5ZX&)0"7!@C#\>GNB=10?+Q[8#=$9^_D&>%QFN8L!7G")%):HF";&JC7 M#:S)8!,3J@$O',^N_=NT3@F#V4>CYR M=*5:;]9(4UV%?K?,7LH#'XT5E"]!'=;=EU')-*ESO/;VX6]GIT>CD9?+G?/5*L^8 M]J 2>+,RT\X9Q6B+J8'G&*EKR'>LT)LC+>1)""A":,P'(+?%*%8OIP)W**5;7;+K M+5\:44/%^4OS%\4IHOY+ZKX;0+0-Q*>0_#8 [JTOBFD\GSG[<,U)M_A,6U( M4-.Y"S&@F^$MT1;*V=L^^+-[_3JX!;W.JXR\3Q$7L_54+:'7!$59OQ?M(P$ M =UUOIG%ZU@?K2P,J U!.#@^<;0;<; )Z+;RII"Z,7^-AVM,;C)E#/(B MU#H'MO421 '=)VZ)I5"6'@=T!7GC-S<:F=!C94K#VX=K;%Z/8F0#1&8IBW$$ M='=W0\QS$V[.MS!Y/5KIQ,T;'(I;N 5A4!_I-QZC OWS_P!02P,$% @ MBHA^5/:G@HG:2P PD4$ !8 !T:6]A=2TR,#(Q,3(S,5]L86(N>&UL[7WK M;R0WDN?W ^Y_X'D.,S90;?=C=[#CV=F%GEYAY2Y!4H_WUE@L4EDL*<=5F>7, M+*FUA_O?CX]\)Y_YB,CVW8?!M%4,9@3YBV"0#$;\XS]_WN_(,TVS*(G_\M6[ M;]]^16@<)ILH?OS+5\=\^^8?OOKG?_KO_^T?_\>;-S_0F*9!3C?DX96<7UY] M)/]V>GM-KN(L#^*0DO,D/.YIG),WY"G/#]]_]]W+R\NWFVT49\GNF+,/9-^& MR?X[]OM?Y0?)[8=OW[+_9/_Z\.[-CT$:/KUY__;]>_+SN_??__V[[S]\^ _R MOT]^_#]OWG 6=E'\RT.04<)8CK._?-7XR.>'=/=MDCY^]_[MVP_?E0V_DBV_ M_YQ%K=8O'\JV[[[[MQ^O[\(GN@_>1(4<%17O1D7W[D]_^M-WXE?6-(N^SP3] M=1(&N1A$*U]$VX+_UYNRV1O^IS?OWK_Y\.[;S]GF*SX&:;*CMW1+Q.>_SU\/ M]"]?9='^L.-LB[\]I72KYF&7IM]Q^N]B^LBGD??_)][_NS_R_G]7_/DZ>*"[ MKPAO^>GV2BO.GUI]%43? ?%X0],HV5S$PYCM4L-R?9<':3Z"[R8]%.?W21[L M!O']2=J7,V.=B8XR&G[[F#Q_MZ$1Z_#]NU__ MCO_SC?RG$)/]YW^>)6PA/'G(\C0(\[(WP;_XQG\JVM0BMCA*:98[(,O6V[L\"7\Y^1QE"I@XT !@Q87S MGH'@34BR):(1LQ2L&0I2G(>]A(OSF -BILG">;(/HM@ %E5C0)0H>;7!0S;L M 60TLWG#:P'A&!+2>E1TL:R'!"2(@T/$?/-/<91G/]+] TU-(%8TA@2QBM<> M)&0C(EJ1GV4[+ Q/QS HA+68Z$%8"PA "/\4I&D0YU;T=MH! K?+81<"Q>_( M:!W+)21$E7/>1:=RPB%M:[+?)[$P\R=VVZIH#&E;5;SV-YB\$9&K[@FV<5T2 MQP=&Q+Q2L8?YX1AMBB/D<;S/S33;A#\DL ,-NHQIU:^WC&EU#\=:G/I8BU-< M:W'J!HG3Y5@+?([]%<_ LX59)(T[==:XTY$:-_@8\#J*Z55.]ZHS'CL)WG%@ MDV^W(T%.003)DLX%>^-O.1OL#?[,4+EGO5J@(9L 0Z'@2SOU_'=8(SN6.V@0 M-F=6!;KFM,X$LA/VG0W_UN4N>-2@K-,&"&9=SKHS6?U.> -XH(WC#PIJROEM M8DTYN3-;M"KDX3S(;::MTQ;8QG4YU9H3V9"PEH0WQ;-[4W$,;0N5F% 9124@ M9@;L992%P>Y_T2"]9'^Q.6J]UL"@[7.K!8%L2GA;(AKC 7=*KJ'!J\&'"KX: M<( 6*J..X1;[5% W.;8!HC"I"T"R--QC@-F!5;T<%8 9:ZHJ&.:MK3([$7H MFT/%2NGY[9V@R*8MZX;G3\S$.%CLEP4GK3 P"TAFMLTG<7P,=K?TD*2Z.#]U M4V"+W.%3:])D.R(;8ALSU>"J[)AJ9.<^UTF#.(OXB9+3W/>;0Y_W]/G5GZY4 M;34X #P(FI)M\!,B#4:4IT4:@,P$XXLXC_+76_H8\?C9./\8['6KL+HI$'PU M?'8Q()N1NAWA#>%A.RF[4' U8:$)51,09H7I&=./--A=Q1OZ^5_IJQ&GO;:@ M0.USJIGZHB$1+0EKBH75Z3B&A:L&$WV\:@ Q*V OHQW]>-32#4@=,:FE :KG7 ,# M1D#:%,C8G4\"6%A;,-3'N 5 LP+^*F:S$X1Y]$S/@SPHC@:,>->1@,)=R[<& M*XWV_)PF( 4%%MCGXA\6ZF;T])%NALZ\'K'\EMPJ1O$C?]&DO18PD\#ZQSJ^ M=4YG<3A9$1!)@>8MS\0_L.]L1(_"A39"9V:+'B8I^ZQ82<2[O;/DR!SZU[-D M8SZPL% "VW>S%%HSV2!;">A0DJ2D(":<&L_D@XD$O0HX($ZU&#C ;595.=EL MV'QGQ?]=1S%]9U0097M0M5!SK$%.T6I5_H/P]F0=HVG /-S#@MV F3[$#8 ! M!O9[3V"_1P?V>U]HW+\DRP'V%-QC _N]#[#?0P+[C/USG=XG+ZJG_\;6&*!N M<6L#!6_,EW?>'!G.D_&- N0^1K0P[@,$!,32VW%"<-D4!;X5GU8,R);8L!W+ M+PYQ!Q8'J9C;5NRC8F)G M@AG/2;N[>4IB\\5VOQD0W!3\=>=4-"&B#=KEX"1L0L%/-^=-".HF?/;XBO0L MR.EC8G$Y.RW!HRR:7!HB&%)2ML.,M1C-+'S$10\%ZJ"+'@1FA>?=/MCM3H]9 M%#-?P C/3DM0>':YU,RX:$;*=ECPG(196'@J4="'IQ("L\+S8D_3QRA^_"%- M7O*GLV1_"&*S%=50@,)5Q[4&"65S(MN3@@ +O_-P#PMH(V[ZP#:"9EZ ?ZZC MZ>7C-C.Z%,S\UW#K(U&J@GYAL8SEJ4*+"LAU<#'2[ M(:P;T>91MS#S5MA&> )6@5T(Q?PK/ C%Y,\$RSL:'E/VR7?O'^ZC7)O_OM\, M")(*_KJS+/[.LSV_>__UPS>DI(#'Y'2\0H%2-_M-2.JF?B9 ,K/,ZTO=O>X? MDMY %VQWV@!!LE),[L_6[^!P^L:&BAD>3 MZJ; 5K##9W>&RV:D;(?T:')2=J%MH0H+*GNH L*\(>(B.::H"W#W%+")6Q]S M7I6.:XO1ES03PH:+FV70!5W+!*R";$4D(6E0H@6/@T@#'$KN@#)%0+D#Q&92 MCJMPFYX<-Q'KZR3/:2:S;1OR)YH(@)3!R',7-E=GE[>D:$T:S5$3&=I'O0D2 M^Y#/:CEOC@^[*+S<)8'YZ5BK':A=;'.H,1RR$1&M<(V$8D#[-D$QFK/.\D]L MT_RO_,(I2$E") TN+BQ3T,>( M9?QGQ:K_5Z;4'QT>=4@XNJH;S61;XOTPQP'P6:T9TKQ[)< MB Q[O58+J/S*+:YZV8N+Y1]S@Z08MU;FXOZ@S3N!EU&ZO])=!'7:P$YBQ9EN M&GD#G91/D2>V.HV):NX.( M45!UO;V,XB .HV!WD\AK.$-Q93]RC#*K9GEZ)U\E&;\*J A)28E=0TQ,*4K\%RC1U/5>32+CI6(QG.* F=EY6GSQ&- ]-I0B,C4 M& .JUX;B0PT07.LK#H%C=CS+*.#MH4(+X!XD $%\DF4TSQQ6]&Y#0/#V>.QY M=J*!83&&PJPCIYCX5$]X%YOJV0;'I16/"#ATGM71_.1)'NS<(*=@ZIY3DZ4 MS@PT-( 5^96<[5^O/3C\^ARKT;BJ,F#-:!:=2G>Z\EWR*]M_CX]9#3C4$-8@ M Q#1-RD]!-'FXO.!QAG59V"TM =$M([C+C**=J1HN,))NCB2:U0C;,1&%]!& M8&"9:%?3C&>2[:88TT/0,RD1;!^)$\!/$O) A#GB0%M2)W M UR]&MP-9(%;Y7^AN\U5?)\>L_PC$\711FNHP"VVCGO-P0)O_B:*W^2<8$5J M$DR'VE6&J_B99CD_9\K($Z,A44P$%3G!Q[<#F-3VWH@D-*?;217T)&BNMQ% M/>][1OP[VN\!W-/""R=O2)S$;S0"X/GD=N#;< .(^NLH>(AV41[1["3>B&CB MIV2W8<;KXM1B:VA]FQ#0$Y M(4FZB6(>N9;)@/CL^/ W&N8D3\@AR;+H84=)2C=T?Q WY'PL1*1Y\=$_D'.Z MC<((5?5\\=M515_PXJBFF_9A*9@9;SA;93-[\D1]IV<2"<(.*,78%R?[?23] M3J8C9TG,-U8T#LW -%)![J*-W/?VLG5K8?!:[9%VW:,$"$T"@&Z [2CJ[8OM M$,*QQ^Z7328B'&MMO[YI.PL+N7ORDJ!DNF'A46^A[- Q6'S\^ZCS([U/;NDN MR.GF)D@;3!F0;R("1+Z1]UX9Y"/EWF_1G!3MD6^IADB0%A(<6'N45!?NT.DB MWXX;5)OO9>N1;;RC;4?WT/UOM);GNEM0K<<&Y(&_/";.;H)7'FG+?"KVE_1( M-UXP]^H%\D+ 2[K>!4%!30IRX3P7'1 0K7&-3)Q&S$-#S* 0DRX@OF$ 1GOW M"OX A72F:!H]![S@98,=I^L&*R6D6V65HN>95!25.KTNX0;"7Y*?@C0-VKL+ M5!?+#5 ]/\L-32Z:D4=)^0+OX$_O&EK+>-I_B#4U?THC[N^=1)M33 M"'D_<@#<>\K3![\D)$U*4I(B:L$<^G]#&*8QYO?!JP'\+I M,\!*CB_BS23\7H@TD>1!S2RN+7&W(0BVXY;F0133S460\NG.3D+FN!_%945A MF0VVQ(48T+8XR=)%3DE$2BKR=8.N7)Z^P3K-&2134P"-Q8%4"7>,=57$'6"0 MMPZ;CM,-@XX"\C9!RW4//55+PIORJ/RB,=*C@B&< M\WCD-XSS4,TYZ V &2^]TWXS6(#CY(J,S'\-=D=3KJ-^4^"(N Z?JBBR.F&V M:+62Z4Z!"R7Y\YSQ-N29-\(.=U.!017CID("[,L7>3SH!%UE:]CW+@IN%8]% MBB-/$ R[OW9QYITRF!5G:"OR/]]^^_;MVW<\GD="^\_DW8K]A?^O/&@+COE3 MDD;_13=_Y@]C*(F$K.*$+<'-=>^ -,4;&1W, %7CGNX/21JDKW+#<1:DZ2L; MPY,]/S9O[K#O$[F_-BC.@+X U6J(I+T=?-E'<0:Q(F4W1/:S@CJ5.(B\A\]6 MA9Q"ZF$'WRORX>]6?]_1X+QY,B[TG 093UAY3D/**T.3#^]6A&,54XL'*T57 MQP=K!-KB*"MMG%26UGF=[!.B+9D*&:RK9U$RI29"2]@R5!#I%O:6RN6LACIH MF1=&':YPMCT>ZF&DPMD,.>!)64@(6RL&B;! ?7 DF'WM$1-D+L-'RTH*3 U MH.+:!?V+.19PX[T%^TC).2KDVXBQPKT-%TRHFROCN9%A@MY<1TZ-?+1Z>..D M:.G 0DX&?&K@^8 )>:=@70!,1,@[!*TIU>T.,!>"@0(L;#FP0\AE-X"V**B8 M<5L7K)3(NF"VJSJ%0%\?QHBRQ%7"$6 N2H*[5C26KIL@7:>B@L!&G'+?T%1P MZ.9%Z:EQG"F#-&:?BA&2)"625-[6$$8L50G=N_(72ZK/04J52:GDB>Z!296I MI$+RMVP -+A=-O3AW=3X+#YV4KQ[&!>;W;]V6DC1*DBVB.*1EV+OPL8PY(%Y^HM'C$\/M M"5MH@T?Z\T0$&V#9>YE&R@Z(D5/ M1';%HT+Z;MZ*B Y%S%?1)8YMGU[\H!!_.?[@?%-\RWQ#NAP\$I(T>9^JZ)GR.PZ.H9+OK3]^_LR@-H M IJ?EPP5]0T,^F^@ 51^$^==A#7;%KI/OBZ:3__HT>EQM0_[\HUUDC\Q!S(2 M;3%1;X5,%_)6O #BO7QC6>[#W7Q<+5@F9TZQT^@XV+C;BAFFM) \,8L):0<=34G7 M&CK:$4";N&X;Y^LD,U6(4+8&M'UJ;O6E!,OEGC=$6NO=6.9_)AQFI%@MDQ@5 MWP98=#%MP 0@CB^#*!6'[">;OQVEC[W>%FD_38BVT %BVR9!%S*\?7$K5%/P M,\:2!FL'Z"O(V1/[+\HW=ULNDKP,8G*\V).VPC@I@ )!ZKB3RG2UW4E?1F6@ M76^W-&7FY"S)\NQD)XCIYCXI/J+0945VN-+I-T+R1@ M7GKEZ0AFM8;(1 )F@XQ\]UR)LC%AK4GM/HOV&,HZD'N1-Z/B/E1Q#Z>@=N2T M=1,(-FYJ.=T$8&6J_DASIRUMIQWD(7:'P][!-T_BI0KVI79LQ>PQ=I7.ET^&U'^5/S[E-]NMXZ*&T\WR,^R)^!4VO/) MRHO*I[6LW;0^.G'A?(%!\&V[!WC8=?,8IIS7L)Y7TIC7L/%.9SH/7S(^W)PL MR80,&_+EFHEA\GP!IF"@^B]1Y4?/T2BUGJS 0!%SO=X.++_A1 ]:AL!-HGYE M@C*$GHKUD?TAB44S]-P]\) 3&.-6!I#Z^_:"!!+8&@]C7[9"QQ_UIMQ17$.5+_5#2VVPA9M MJ. D[K#B&V<'9^+4E((#&= N[%:1B7?X^R\K( QI,]#0JZF5846RA0Z_+(O> M_+6+L[RIB[,@XQU D 44;3&KA!.LH L#RNQIYT<>%7 CBJZ)""7YY\LDO:/I M$BHK#1:)_HCL@<@N.A4VR)8GFR@Z0BRR.4)6WH9?!O*C MB\M$5$Z>*R3>\1G -+/7RG9(-G(2\R<1',]Z$S.7%9W@U]$9I)/*TH&^"@EI M>#RR5>&FIW)/>C1O>ER? IX.+/?J=Y*O)=GT-J8!E58UQ12 M2\@9I3$,S3RJHY9\;4?X:[Y>1I]%OYT$?KFKOKNT^F5_/ILP;OWWG4DO!^ . M_77<,!UU= $L"CHJ%J!^U)#=)YJ]SL5G]K7L+,B>;FE(HV>Z6<=WP8ZNMS=I M]!SD]&87A.(FP/#\:-[/@44=S#9>_;UT]2'^)J);P/6JWEK+SQ'^/5)^D*QC MPC])UEM2?)147YWAO91[F /8 !;#(G)KI.6P\%MW/BS,;O[]ZNT_?%A]^/#! M,$"\_2C0 M>*C0./T;#]->LUFQ0J:$O4]NJSRP6LL^IDLPZSU*;G>7LWBDVKJY*/KDMOQ6 MFU5W;B=MAE$85ED2SXR.AW[;5"X$]V[F< ;\MSWTPCN7#X";86Y-/-0P0 M^ M.SYDT29B<)6&7HABBSC2TT!NE V<]R:H6%&*JU/\*"/;J/?V0[8AAX1,S<'' M8,_^><_6Y"P(.8RMH48NQ) @^?J#3"6L_*LQ?8 'P/Z=2>P[I.WR%>0L@^.FX5/_B1_:!%YH\6M$Z' M(05-I:"Z$RXCLA\LOZXM[#H5HEK\.@,- M9"2<@7/ME!2M>5T)T5[CXT$=_<\I VBXG U%O; Y&X2P5<#JH!JIL-5 ZY(: M0*1Q3U%584(YT-7![%\[P&F48ZT[F+4\7[61@;G.5O[[U81TA\*H;U:_"#F< M'%\(2>#\6C?]:#NR@,KAYKE.."7X;VSY]=+E+GG)_)[6*LAP7M2J^#<^I!77 MT8)B><]GM9-A>#6KG0E(WX[QP/--L/_C#^J>@YUX;IF?,9B_LAV8.,7EN M])#^GJ-$/8^IK)@A_M$@79$@)R6UO(?#C.L<(]^*/%01GTRA9CP:<@[W'"<. MY;G23(* >K4^NM3S;WT4"38%'.?I)DV>HPW=G+Y^RNCF*J[RV9V$>?0LTO Z M+$-#.H--)N6#%.UH*ZWJ9#\OR)(XGE/A#&-:#6.C[ G[._\O$1=WE,/6R*P:+,,JS:FF_9>G M\^DH;"'FE 89/:?R_QO\%0&8;K69G3N!+=?L+INBN*$@(E^7Y-]PS#>249=O MIY$=CE%2RM(064>;LXP6-XF-TA"HFNT/4T4M:T^,HFKA^9%RLR*RKMRPK6QD M?#OF2(^J>VJ)'-6.$BQUN6APA52I(44!];P=5E:98"=7:$,F$/5 MI:(Z:W83O/($CR?QAOTE/=+-=6W=O)3+K4-4;7.4V5']RMY(T9U8&XH.R?6, M]9 &*^1 ^2M!#PU!@T)0*BN%HCYE'(=NNP[[0!M5J6]2RM_NV"L$VTE1%;4G MAZ-*%G2D(,0KK^TM4,FY=#.7I4QJ5-G51@VI19XM3W*FO-"SY&G.D-$*F(R3 MTGHV\V4<&(\_*$:Z^^7G]1_9:+!_7L7/-!-,Q9O+* [BL,7@>92%NR0[IM3A M<&5\U\ WQB/'07L7LB)%KZ3J5KAG5$5(K M#F9D7]QTM%(WM%(V%+D=>+$QX3A];[?;S4FQ.AOI/V M9A&0=\QL,]?$M[(V*&9;U"@3#F!>=SJ=(=/8755VBILBKXA#=IJ1O6*[0<[2 MNSM'NN0T9;=S9JD9[C:-'HC^HBP^\?O?O?OCVS]_.5EL)M$2)U<,045&.6@S M($27QT:!B.GLX#G=TI1U_(DG]WQ)(UF.>K^/V#>936?P?.15XS4YS;2&<&RW M8)9PM/R]J_&B0]+LD=1=DJ)/<[9%#%LXWU &9 MOVF4HVW_%J09;@80'!9NJ,#*_: YO:\/Z"9X^V#L#/^^RBRKY[U5?02^_+:3G@>)&:.XG&+E13I]'01=TLNTO9NEEN7"PMXBK) M'Y_#U1!!_6Z"US)!9>J%#!2'W M<0I24M.2!C%6/-1@T>I?R1/="4V[3X]97L9>8H56CITKL@\V/.KY)4@W&=N+ M5Y,5Z2<+TGSXZ5?7=/@I%WHR IG_K1N^=O$YW!UY^1SV#_$>Y)8A_6*[I=:X ME$F^@)[08,BH>*0\*+*.*^(X5Z3Z""F_0OAGB/P.CKLPWR )7T)*&"H=DO6T\Q'H]IP\F'363 6JCA?\N_.KF_"*H^3CPE7 2 MK$W 4#%D@9F$'^@FZ2N)DYS^_G?_\/[=^S\OYLF@"\*ZJN,"+X0==9%BOJS6 M=Y9D3OMH-1G"[EG#OW;/7%4'J.H3"A+LG?( ,1+F&:7R]D,A ,;NT80EW9[1 M!*1%>GN3>'D+]>ZF\>H6=;[K+J4XWSTTI%S:8JM>=>_/MG=_$*]^9CD7=MH]3B+U96M>UUMR=;-&7U41S>*WW@_J#/01S]EPC&/$OB+-E%&_$?)_'FADU_&:BYWA;:&^RJO/$N M]Q<3]0^H7U.-2!?#S7Y7I-6SN/EL]LV7BZIW4G>_D&H#DX*FJR"3(F8)FG0: M9%'&ZZW7O)\>LRBF679.LS"-#H5T1:@*6R!O&''(EL=[^CD_94S_,D3#IOGN M$C1OHA'TT,@5$=^4;EO]5?;GXKND\>$RG5OQ:5)^F_S,OT[$YY&N*3&'5 Q+ M-5Y%HAG&PR(MUY1*ZFS1IM10R'3N/6Y\^);L-FVT>#IB_?DQRE_1O-D+0@G,6&?HEYVJ"/Q!) M0CC-0FRXVZ3TR\ZYS,@4:3;:EP9UMC*3??;M #IYAHM,NL?_G2N_5I(_-!,] MEW3HZ2NF2H'2Y\%F@G&C1D.QF$_J@7M""-)%(RU%.YP4(&EK#5':" M^0!]6%!?]#6RU;F$O:>.-;U\Y]WLP:W< .CCYB$3VGO"/&0V<5#KMT+8"'%PZ68AFT!< ME.$?)4E/I1:B/!X6W@U4@.I11NYESYQX %<9=JB[>2DH! M-DDK;R-@BL4X/BC!D@]2P3R1V=4T3UB..N3JE)1H+7WV8RY':K"#+E=I--!J MUOIDRDP$ND1;^ MNP//FQ>%4QH$"UDJ7.:BNSZX3 0RG%QV*18Z9$"95%F'*/0]R@A!6B\:ZC=A MJ!L5)V2Y:,?R0J/\-O0>?: '3+FMAOK8J47X77.)N+QP,(\3 &\40FK9\2&C MOQZ9Q;IX=GSZIB>!U"$]W_VJJ&53(MLNQ(6Q#7T/1I9Q1T2-DRW6TR#BQFB( M^L#!-ZQC^%\2VNU6TX870+Q?Q6&RI_?!9Q$S_NH"=ST)(-H-?/[@])&J2OTONP@]B-#.QXTLI_ M%P450>DAHT-YH""M.H?KLL[AG:QS>%=7M7,H EW>.D&M_:I)2#6W(XK1V". MMC!7T?P'5I&M.F=-YKY^F8@ 5S C[_U::%7CY2UB R59WNF2'4[=Q.$)N8(L3T?\I>)Y2@N?C\O57B(Q MM<019EU5<<38R&>$90F:?Z&[S54L"@H5[V)=?4.O/@ ?$_I(9JBUQ,EY =E6 MK25\/9E6RDR*:2LI!?G"T!N8W4>&.*AT?66>_DIH^OM M199'^R W9@?M-@1<+GL\=D>7->!7>563Y:V-WB)@KGYJ3'07.S4@\,NA.7N$ MCO3XI!X<]N=C9V?1SD_H22<+IU&F5-&%((ZR;(DC/B+T9^B M_$F9N,95[4?W"V81QH] +YUKF2I*=$GJ/@GO5%=+!G\9AA^/%SX>^9-S?1TX M S217K1MTY*4PLULS0@&44:/!!TP:.H1+>>Z\XRC)\YE5N;;*/OE+*6;*.?_ M,FWE352@#W]-W/??RC9:$]YH121!\1]+VT",$2_9-F7#?0ELA5C_&; 57QAO M3WZD 0]!YG;&=VONT0?&FQ0'R0S/.AK4RU.BZ65*KR\"3>G$>[(W-2 MG15L<(^0KQ4&2]W#[" MPHA&XK[WJ&(Z6BNP>C50 Q8J_6<=L2H\IWXF*V@4#S, DWT$Q M#M.,D,EDU%[CBLB/"%O1S/M1?H?PC6CYI:*0!( M<4RC,_N@U38FJ,=IUQBG M?3E.04ZV?%B?Y3ORF 3B37])F-S(>F_=LO[3 "0J6U M!QD0^HQA)YF773\&$4*6 K[JC/RG.'G(:/K,91#JV/;=_6WE_#Q@V$N D=7; MS)78/C4>+0D&R-<5"]^8W,,5:7(B;6YWA[8X0XLPWL;]Z]D3:\JL;Q0WG'7^ M [^\/:6/4V(ENX@W4@J8[KA;4F)T!QT7 M,.?)/HAZ<0IF84L:7-!4G#O"1K9?&G#:X^\ G?;@CROY)&)!RK2I/]+] TT5 M2# UABOJI.:U5V)'AK>\E,F3?Y8MD8)')V8:L%R3 1F=^DQSP\*Q(-.@D48* M=1*9Y:ZR[$@WYT<1W<40.)I"22E$C: M59$QA6]37F2+WAG#>'C1K0B-2^(?CM&&>];S"5G<.4=2UHV4E;OP!]%-\?OD M(AX:Q:#G%U(UD\5$HMT>S#IMZ$DNG2V),L.ELQD9%P[/QBMM!;UJ'0U54[B@ M=16?O5!;WHBTHZ]1(LK=F4U:T<&(X=]:''0BNN<%@6.0]M#QG>X9R3U-]^OM M+%S3N4TW"5@/&V[2)*1TDUVRJ>$K*G>_UMMRJV+P\FV$@-Z] M589^J5M)0#@@24G")T=7I07F(F!"052;2&C_SPU;7;_/#5B0R=U$M.J/-']* M&BJ^?HG9E#Y%!^:6\D<8P6-OV]+,W.7>!V3"-P_)>F]491RV)&XLARM2T9.Z M Z34;^/EVTOY:DM-DDJ\@U8\T*1POO#LI8?SQ2;>2X/NAELCV"6#4R\Q)!7$=?+^(UQ!#1BD2W]3,'O9@@:/E M_8,%BX!:=AW]RD_>."OB:GF]K=.-L'^E1[H1&\S[Y#S*#@G/L*4*)C*HX61? M -33Z4:EB_9&ST4P,_/8ZLY7I.B^>#J?)Z3X@FBG#)7&T??YAJC,X+8A]/.! MQAG-R"%X%?$Z;- V498ENR/V*ZB)]:9K+R96FE%'/9_B#4U?THC!8BULUGGP MJC_DT;0&.][1<=M+;UBW([(AX2TQ3G2&L)Q(EC<*EN$.<8S(:!_?S \+MX.; MD6,]W0'JR>9OQ^( Z#XYV6S$55^PNPDBYHF?!8- MJ@< SA3/84[:%GRQML3-\ /:%(:'H+8I!VY3HIB$A4T)O!"%=3EP%_!G=.(B MWO6\14\"&>ZCY[L71!'(QZBB\6H9IR@#V,]$+(@( EG2>8D-0+V8#PMZ1CE; MXOE!?9.P3F^CQZ<\$W$D-GA[]P#F)OE(I:P$UG!JV+]3(NEEI!2N/DPE8.,Z MC"0I2:6 BU&6@>AL+\PXT'1;=4%G$&VM%)5U."^FU;'1"'(];/+66T+XCU+1 MD98[.W>'6;AS#= <.'J@"VT/?;VEM0>]V1;3^L\RVO+K+[K)D#=_6T0<\P1(=U^D86 ^?L$&G//ISEFK M@USV@?,H$Y>)P*/XIZ1J[W2D]2^*,)Q?( MZ8:'\C$[4?U%G*WU,XEK-7+FK\(]$YUY]'KAH?)]D_P@$5\DY2=)XYM$?)2< M4M+X+.'?%P/$C#^2*'\T4,YT,YG&%C.#,QG ^4_;$>3A&B MRQ>WL#F<; %4);]'?%P+H>&=5[I?C'H[/O?][>)RNI7DG++N4KKQ"X+"?.!4-M4P,&(#=+,>D\3.KE%2'?ZRTS2566HC*^ M["IF?VU6&A;-;M(D.]!09# *?SU&*:47G\/=D2>&4@G*K.&>[0+9^(@4P1;5 M1^4)TD-$''G%PE)PP]T^[@HVTH"MJU!47M.<_=:N:UX0-%@C)6^D8HZH36/- MGX@QP;24BYV0(@M;,]MOE1Z8E_%FO[5+>1<$A\:$!.6$T&I"-DH3$]83PN.. M\2W_ BQ4SX?]39@G9P_W_VN%3BNP;B!=@IL:237*MY6Z?!?3= MXRSE2?DLP M5S= -*H"1%>DF5MF53_#14B] 3,6AL"V.A!)# %:0H\IE:)[E3J%1HSRSS_2 M_*L: GFRZJX[)UL<\BS;26VGZ)?J(!",17."!F??>A2MK3HKVI6O3 MVI:A1! ,D"%IR]#RV1!# 1R0U+GQAX*1X\7^Q%,QD:N;I7G#S67_U75QV9_^ M\Y;G(M=DD.[\#J">78[ZR?G83&1Y%#*?J%G\ R\_M'(,2[0J!Q!B0K5Y?7LM M("=5FZ)5.ZV(^9LU8]F;VO9 SCRY/T9QM#_NC=/;:0,TP5W.NE-<_#Y?,%G._#:;:" U^&L-ZWR=_QI58U@:UI5PP=XT'5U ML]9.KZ(-X!%4D[/N]++?D&S*6.X@SVMZ<]L]?.E-+&BR1%ZAA=[L@E L^U84 MZ@A DR-J>.[G$A0-2=5R$7@P#WD_=Z!IO &1LGZF*7](+%.IB=015K 8: #Q M8N*\EUV8M7U3-2XSJ. :N?GXAX2]%3]=Y%O!,[/;=<:/ VAZ"-+\]6.P-VW4 MU4V!G# -G[V3CT8SPMLA;]Q-P]MTS4QC._=VGA[81#T%&3UY3*DPOUUNM.6< M/.FAC@(\)'( $/81@>_\M X0?"=G9&SH,<_")WH:Q+_<\:)W(H_951Q:JD!9 MZ0 C1&T2]&/[) 7A)*2F(8QH 367'*>D&VT)-Q^N 9>3SLMTEU1UU?*+(.55 M-;/R43Q/_1>* )C=,:<;4==1JP&^W8 IA+=\O9/7H@,>6%AV42>F$&DTPR): M4/135'=%5)EA4]K6(,3Y=%.HZ>8UV1):SFN5S8$\B'F5X56B'ZSH*J5XUU%, MKW*Z-\5/V0@A\[W;9.AE8>TIVDIJVHH\O(HP7;9?$J]\5]P>%M%R]R^)_&.9 M'?YG_@TB/H*T*URBY*!)XIW0V\L,[P1=0"7\2',VV,F>7B=9=O*0Y6D0JF(X M+.T!54['L2H"1C8D7_.FWY"3/$^CAV,N*0< M"-]CXMX(F"[]$6AT16?B4[#9LMH1".N/?H2C_%2.AMP$G/!C3T_\"^'_'F2S0$@_3# M;!0&*0?VIK+>,SMXN,X]8&\SE5(Y[[K$"4!ULH/L @^7[YS&R9YG8U"XQ5#& M:![NT3>S>JUQVM7J56;4L6[K[<\MW?&,&PW_1'N.:Z4#.[BU2] +)6J]?R,% M3X3F9O'4#'7F1(NRX2#%-I2LZU:($4*,)RRN1,( M$U3"<.]8"H-9.M<399TGI8#, *[E MNO_"I6[YAZK0J&B-EH#;F?FS1!3'8ZC7 M(J3<",@MMCQ6$.E #$KAT0=>:5ZC9/;JO!5Y>3I5%+05/6 ITQ@1:X&2+0F9 M(7[EIVLRSTKK=%G^;4&5>NT8M13KM0,44 &K?#NGKV6=SU=AXC11MXYT@(IF MDZ!?,;=H5)QRXD7C>LU!%U1.$X !I$:YV.)9ZV8=W_)@-YZ3752?_10G#QE- MG_F">A4?CCG[F0T5HY(5:CL2:6-] ;^- >@91[*K%(UD? ^OI*YZWD#Y.Z(U-HQCIW#E;(/H6'G2=3 G+"Y< M=JDUQ9IV\ C3FK@&QA#-F7$\-3B;83 ]D68?5*PSE$]QRDSL8QS]%X\+_GQ* M8[J->-9(?G'+_G!#XV#'3?9)O"EO9XN"]P:'8E2O@*["..G[!3_JW@BC)F5_ MJS)<@O^QZE-A^(5LDY1$I7Q2NKR_.KL*A8^V,E>DWW-TAY0374"8Y3/)$ILB-3#ZJ2XRE9@_E*7N]Y[]N)WC,RSGARB)88US'/;DYMO MDMW\.+^AQ'+E;H)7D0CW,DF;J;LO9.%Z@X&W$4*F2+')T+N@+ B$L]&J7%#0 MX)C^<7*T4IO3F>1PO*3PED0U"2)/-VKN&B?=Z.6P<5*,R6LOU>TSY M:R/M"NC1 VI5)IU4;B6:&M2D)E]*P29OV33%"_@K$9ULD D&/#%I+^PT/R"' M5WF:8_*F+,[VD)\E,;/6_!OR7SEEV\@L3X7 ]S3=&XR#$S6@87"3IC_V#SFI M"4E%26I2PFEQ+ *P4)"FP -]73, #3U7$S!BML)ZML)JMJ)ZMAA:]@L[RO4_ MIEW"$:S/\>JBSDS',+Z 8U#/(TZ@A&;KEYA-R5-T,.2RZ[0!2DS6Y:QW-%#^ MCIRU3CF"S;1BRN&#FE9C-KI>*^BIU=[>-287.:.<9B25$^P?-3'5Q4/]>$2\ M]LKNC@]9F$8/='-ZS#_%D:C19+J)<.P \FK"5:9^?'3]!FLE'UAFI"8F#\>< ME.1(UQ#($M6R@-QU>@.Q=?7BA<=0FD'66?SSRM'CKK?R6 M3'3$W5;^FW;_9R<$V_HYR-!WG**<2!J>:ZY0DI*,%[OE+3"V? .$*>1(MJ5* M1#$Y*MB'V]RYHJJ]KP.%E-N6;BBTXOZ4%- JYF:Z8YPFB\5[JP$JK*%$T6&= M%!8E+L@6I\6NXM1J7#Y_6Y8B&\&EU^3YD>6OREX(B[OS,J,R%_="ZVUUC$S3 M2TH-+XZU!' /C?4\:^XB^5@V&A/>&N55L3OGHDI>ZWA^JV :\/6P!2B=1\,0 M*'%\*SP(+<<&6OC HSX,EA5_SX\\,..&IE&R$:\0/M(7\8OI7-21'OK1L(-$ MRB?$13EL(BF))%W)YRHKPLAE Z1SU'&BR4T6V4C1#H(4_26Q*_24[XI=<0=Y M<,,?VU3K\3J]C1Z?\HO/- VCC-ZD44BK'[/BU^R=Z1QG6'^0QSH#)>XM2.+] M5U*[O4E*1.L5*7LCHKM&FZQJ-+U&.@;]3"5^)>.AE+%PSI!.M*86RV/J0,^U MQNAK[YAKC+)"+OIRXR^LIV"K3"IF6NCU-)"+NX'SWJI7G(&)QJL"@%6*/K2T M(+X22 $D^ZC+M0TTO27:AACL9;DZ!ZO*HYP%NQW=G+Y>!.%3NZWO$NW7-_9R M[3D2'DMW?0;4*$(C.^?/OWGW/:H%K7@C!Z8P0=SS%AE]>(40S;*.ON@-T0:G M!7"(*HQ,=]>NIVDN/J1I#9C63LVM0Z53[%I!QH'N9GF;>Y1=,[OYC?:A;#AE M-L8V"]>&HU;4<9QY,V8G6?8A^'69?AGP&[;P/-'NG(7 MT_;RBI^U>/;L!0SCOM*I_:!U8X_+GW++/LJ3Q7H;\A/&_GY*09L7>US05 H: M%1LN>9"![/*,@&W;&.!AULU X$PIUK5%D6/YAI=QO6>,9$'(1R<[?6W^8DDL MY],)X [-2[;N-)9YRT6;!22<\Y^H[I["?Y:0<&C-':=JC(0K;9QN!S\+R,:F M'V(34B;,=W9W8&A+4DL5YTXKN!*U'>YZ1Q#R=VTQ9@AW8RR/<(Z"V>8[LF+,3PB5%L\O0RWU4DI":AA1$J' =)4M4 MRQ)89 %, N>(L$Y6.$=XX?M]PQR]I7AV3JY;"[3H+8LB3K"<"68@//74P4 M34G1EO#&J$OO7+S#+;4VQ+276!M;K9H M21IIH#$WWW,P#K@C-R.ELS>7ZS]?8JCO(HV,EZ8&4ZP^;!I 7* MWOV 0=Q?PEZTI^B!WR(4?92E]JJTC\UN%H"N@9/:1AWFC+I=#DTYLU$QLT5E MNZ2)>"DC ZDLFJ5L"Z8]:DY["8QEJ_*!-N;","G#<"IK0$1; M+0UP #QHX+FPZH1910XM7LV^3JPE+F=-CT \^@ \@/"13)DAK"9>D0;YJIGH M31GV/*]VS""?52+(HQ9O1':/7;SAN AU*PK_R;3KZ^W]$Y4U\LZ2_2&)U6EC M)^EU$2KI(KVGDI:5%&6?W#6079*JSZ7I[02#T!P#7I$DT5:17H9*.Z/>7>6[I<\K31C(7-'X4Z[JP,UJ'T*L/,$?13S)]4HV" MGO .1"[T1A?27<-8/:>5,2]DW)0R;AHRBDPT,B8-SQT=@-.VFXH%4K>=(_1$ M3EA(3E8-*C+0\X!(QOA>2,N+4^B#*FQT<#$55@ETY:1*$A'#61&) BLH 16# M!1%E1(04)3%B$(4;H#HQ%(!H,%X#\MS MR6;J/,CI>GMZS**89AGS11ZB6#D0U7S.\"4PTS#'*/5*PY??:*0D:_D[EL MI72SL%\^S+">=;0WG9=!2*TE%_4D:.A7%!I5C$72$(JW9'>)XV(49Z'0E:@8EL@8_$X[QX@U*S MXEBG_>'Z(%%L&5K!6R_LXRV]>\5*J88\J)TANZ2T#J!$VI:PP4>:[C5Y!J[3\@I)8VF*#''?CRS!?R!R@!" M-<^ X<8F;'2"C6<'AMMQT]C!GN[L7GRA9.(^C1X?:6K++^I,":MP%BG4F3K+ M067_$%2-?"G9+#E'755QE#2KKCAFH8!UU05N"KT%PYJ'#D\[2^7\3*?>S86X M>&E1.3J\$NQZ>Y;$C)]0?[GNTP68PGO)9?8%"_+&"QK> ;\#*[O L &3"'@0 M F:%@$$E(+]BX/<(H49 .'O@C\^V84 "IYN% )W#Z6Q&>07&F,MH>.2^_A01 M?;[=@0?W>JF0A[*/_F?[JK[@7_J%8CG<>Y:]%#$<)=_AWGX@59R 4\ILQV&7WR:=L<_]" M=\^V3#U>?2! PT4R$V X/>$=D'5*9!?\5N/3W3F1O>"F4UF G!A*XXQ7G2HY M@W5<@8)DOT]BDS(2.SBLR M$S0F@ZA(\.N8D,U*AP);M01&+,BLTXO(U 8C"0[ #=C20WUN8#D^F)QR6J:[ M65D_\TBJ72(^L#YP$?[*/E>5PM:JKIT03'<=9.B.;8N$2!I2$!7UVC%T=[0D MB93DN9 $KSR['[K:R@L*+3?MG6=BIE/C91H M^BF.]/$4CM1@"NTJ3?]1C*0C34)24XJ":9P60[='"W5L"A760O$8G:-"*#@U M]T)?6]?AH>>F\+//UG2ZKV8Q^YCDMS2DT;,A*MF%%$SKG>3HCK=&TS.>)9N4 M=!CJ/EZ:L"%-S*1)-=+ Z;D[TMI*#@PS-PV?;X+F4>WS* OY#>%-$&UL"[J5 M#D6IU1(8A[@D(9P&=?D>*NUS2[ MI8_%F\ DOGMBF_!3>K'=TI"'PVG7S#D_"1XX/,NX:5"^WLI$7N)[1'2IS-5% MY#>+%O572?.S1'R7G%)2?1DS"AER')FU$"&:@1C'%S%*JK1*XLTT&T?9(JO' M,6V.8R;&\8$2JAM'^*C>^;19'?F[<%7VBP[^+4%QNAU2IV#]+=W0O3AJ+=^] M&?=)CM1P\1R.TFC=I\K=2"O2QDL^U99CM$1.#QLF$VSE+AE@@(@/"#LQ(^ ( M=+,ZT!,VR@C\&,71_KB_3L)?KF)Y(;--4F8$F]9O6'K7*;H&,Q^3C$-W1HM. M"1N37\A57%Q=\:RM=Q=G;=\-/EVKD_$!');?_^[=']_^>9K!@;-?T^E/V[@M M3'G<+-\7B)9Y/*B/22Y-O2D,Q)$:WX/J2./E0<6"5A--@>Q ^&JP2@Y[96,J%H1T4SS^!I&UR9E&; *BAX3G3HF,P/" ML1+)H%&>2X,LC]LUK;&T2/NXO0]*S=MV%$T:SS::-IF>Y,\/CD$:Y3S:T^98 M%4?YXAGU.KWX'%*ZR2YX, >E\>WQ0&G&'-KS9+<+4N=< EZ](605\)/6].Y> M],2C>HJ^2-D9D;T)MWXC^D-V2)+\WVF:3&.L''I$-U@N4GO-(.N0''B/A'?YQ9BNY8P#OA%SU@0W0P:K!N., M&3@,YC-KUS3+>%Z;B1PPQ^[P#)JKO$[3QSLC.<^!].4X8J8_N9OH,! MZHE&R(1^^0E1(*[Q$5)^A20QJ;XC6C6_1,2GR,_\8T1\;1G*,B6RM%HU):P@ MU2^*F2F(@EU=SC6K_M80164RLI.'3%<%9N+^(=5MHA'IJ5G91Z,F<+8B]9\; M?:\T:Q!3KO(+P(G+YAZ=!NGWJ$9C2GWH&8LIE0&TC'D:/8ORC0TF#4JO:0]: MG%S-<3\73-FN4C^TZJ:N/)?OKQNM<*N)&\#1+QQN0,92ECVYE,^RXCEUO93% MSFTT7NL0-&Q-)M=R%S0/Q7FN:!]P!E;].UYE5[CO/3+)+N+=N4&T; M(:#B6F7H0K!!P)2QVO*1F@A'VP $@50S-VQUE<@-6#@'@\4FEC-WF=)?CS0. M7S4ADE[4.,>"!FEZ#\+JIJ1JBQB8.&!N#&> MHG! )N*)VTLH1/'!EP"GE,Q[[UF2[F#>20"7*!G&YV; MMC541X&[.]2LE:I-WQ*62O.P.^QED);$LD(\OU"01: 9>M=;U6;KGC&3J7^R MKIW3?@80F1./C],9QB)6XSF T56#.5 !J#N?[NY38?Q?ZQQ;UE7=1 2(:R/O MO3RI=Z1LWXV)(K9;\A3 &[!.?$CJZN.MFA MA;.QK_[Y+Q%-V2@\O5[39S:8SGM[8P6>XS=9C+GX[HHTORP5BK2_;8@: M6G+,^1!8C@U!'X))#,W^2/,Z7%#(5H5H#I3*^3W3;)_&T/#YQM&DY>RKI!%= M*[Y+OJZ^_,UH?5_0:ZR9D:I5^)EA^MM0^FN?QV&S?OZWH?S7CD_)9C< UPM[ M9@8 74!+T,/M%V(->(F=GFASZ;[N8U^(IFO':BZ]%L6(%+K=>\ R>MAD_NV[ M/$ASYR.A.4?PE#Y&<2P'0D3#SR3Q!?/^ER#OA2@TJ!/V2['/9F,RI34V6Y(O MQ/;V!6BO*5=9=C0^'(3X^!=BFYW'$M('RSI.V(I(-I >:F$,[U44\AK[T3;B(URGI0W M:K]5VVHR!I"6UF0)?B-V]X<@BJ^3++N*P]UQ0S=7\460\NT:EK=J8N@W8H.- M8XYKB3EKK$?&W#>D9(^'(Y<,_O8LLM=DG#VQ_Z)\0+9\6H0K_%LUPG;+ &F* M[69AP3$8JMQGG%XN,C1\BJ-?F4OO?$L[RV<7'(/A.7Z&J.+F:^/"!/+]:]49 MJ7M;U$7KC$";([&?#65?OJYZ7:[.]NDO7V?=+E7]]'9I]Z,S(P](@3'O18S56YY*FF_(LCP05RT-: AD&!32KQM Y?*43Y,83^J$[( T>ECUU0 EE Q>RRP)]%6]Y1ZDD %<[ MRE!C8S'X8T7\$K2-O9=*-D& M'ADVUF>/)B)DZ#AE-VJ"9P%/&>USX (@M$>*768N/A]HF-/-/4WWUK:35_T*$/4F[H$C+?6]$D1=48AAX/& M-.O6+$U?'"22[!^,[&/JB@Y<-DW1(0MU?:%I&&4#545)C;K"J*1Q6F(DX4)U MQDVNNSR-?EFRWAC 9E]DM$A#U![!S5^379 7MT">^J.A1]0@G40..B15IZ9= MG!:YRN8@ J86&4%GTR,CXA UZ3;*?KE,*;V*<\H@D=\&N?]R9.H$4:>,LCDH M%J?G281Y>(/L@? N%J=?7G+RQF^V7*C4) NFHMDQ:=,V.R!'E;0]X]%SZVUY MF+I.Y5EJ^=\BHG9S?N37'S?B-8E"EP;W!%;(=HB4O0@7W@=9;TEUU+Y.RY/V MZD^R)R*[(K(OV,B@J05.MG6P99*25/2SJO\628DW4N*#4F((#1P)YW:96EPL MNU6HQ9WB;RX]TO3U+]OLDOLN3\!>IR"?QIG&_J543KS[ E,A/LE[( M?T7-5U])3T0'Y7++NFA>=F/HX&0B,F,<2A$S(6)A?/FU?J(7$4Z%!Z"TK>!8 M$'53_\GF\2G9B>?.W?FDN^@QXG'F6[;4/B=YT683I31DMB+SMB<3[:8;PIXE M,=N^96R81,238?=L(@+<+1MY[_D\#0.R(G5[^1@ )XS?2P!I^FR,0^YZ[=CI M[G*MP)'27#-:^5_L'P]!1O_I_P)02P,$% @ BHA^5(3!^ZKM/P D28$ M !8 !T:6]A=2TR,#(Q,3(S,5]P&UL[7U9<]O(EN;[1,Q_\%0_NTQJ M5T7?[J"VNHJ61;8L5_7TQ(0# E(BND! QB);MV/^^^0"4B"9)Q<@R9.@_619 M0@+YG>_D=K;\YW_]/DO>O9"\B+/T;[\,?QW\\HZD81;%Z=/??JG*Q_Q$M/?]N?/SO\\!\?;SZ%4S(+ MWLD'_E?Z:!'_5O#V-UD8E%R(VGZ] Y]@_WL_?^P]^]7[ MX=[[_>&OWXOH%R:#/$O('7E\QS__6_GZ3/[V2Q'/GA/6;?Z[:4X>__8+[4E0 M,5D.AWNB^3^=9Y3F2?!$GV1O^7QWO>@J?9HSPW[_H?'7'W7YX4F04Z6X\?Q,QM';#QHN@.T<=B5 M\VF0/I'B.OTTI7"G61+1D7GYM8K+5_.^*5^RG<[:D-SJC2YA!,7T*LF^6;#? M:-*U(^/\*4CC?W!=&J71657$*2D*8YTT:-]95O%3&C]2N:?E* RS*BWI:C3) MDCB,27$6%'$Q?ISDI*"BX9_4R='Z=5T!7*=Q&0?)I'J@'QD_/I*K#_>M0-W)&%[!CJ04YBEK@]OCW7]X%40YW\$247&CU=Q M2I<]JGUL+Y?S39RN']K6G2P']O7'+)_QWUZ0,HB3SHN] M^MW;5JE/U6P6Y*_CQSL29E3>25-5A03DH]S>K2ES_#9PDP(6^L% MFKC.DZ H1FQYH[\LL_ OVH&$A'3]O4[OIZ1Y*MJPR-KT9-MBZS">W'YJ(]O4 M#NA:O,_U]K9#[^U>M:EM<0< [5ZYP>UT!RRMW^IJ&]ZA[V:OV/ .93&CCHJ" M<"'>Q,$#78M**L*/)"BJG$2C\NTMZ8@N5U7.ABR?B,RP;JT7VQ+7ZIJ]L! U M7L 6(O(4IRF;WM+H,HUX=_G25%QE.?U[ R9?TNBD3X$6-^2%)/L"E"/);K/# MVR)ADF&NM4/Q=;M7798G-[L_[W?99UF^C'?^N;'QNJ%]74)!OI/D0D_L D]/6 _?A>_,A%1?_[A7]E]$#)H:O\ M_&U)\$ 2_HTO:\]\.3TY.!H>UE@WU:VY#[ A9'[.!7H(/2XZ>R0A9I0O=SS( MP_F[Z8]+K*R[U^HG/CQSV_[[9?E M5"7_]LOPEW<4%-T@T^7O1H@$[#3O,9=;:^X>@^*!O[ JWC\%P3,G\ -)RF+^ M&\[C^\&P]C7^4_WK+PL?!%\4QH_\3#;Z'A<20K5MA%!.\%C5LK5,L#D@.LBFP5QJJ!W_6$AAE,<7LU)DI.K@"-G==^6U9(N0N0&B]K@F>Y7DL_T M:$XWW+,'DJNH77N8RV)O@$NM@B* 4QB'G-.#?G'*S6/"5*;G=.UA(8N]OG$* MXY!S>MA73L]L.#UKRF*_OYRNXI!S>M0K3FM#D);.I>>$!(8]8U(.04[B,0*) MK4\O]"!(KNG&0K;AU341./S48@$=KF\_6>;R*BS!(_C<)\BOZ&]V*M_*T@.^7 M<<>&2P@.P*:U;0>)3:&BYGPVGAROW4@4HD%(-%?^XU A^G3\SO#IXM54V$(/IG,##"!)#K MKPUHKK)AEE-$(BF#152F>$$'_# QZ0 "G_IJ*EB"= MTQ_'^7WV31:AIWA:P.^?H4$'!V 3(_:G#9MB'3&B4CPJ@/?U@ I@ 4CTW5A4 MHYED11DD_QD_:_=(L@9""'T]LRH1 ;3Z:SYB\\LH)X&"R.8C FC_H@^D& "R M_+41W63,N3?-4K6-:/4Q ;A_)@40!T"<[S:B^^#[=43%P+/A6><-+'U &W$$ MZ]\X- ,%)"'X:R;ZQ!)X*;#AWL-]7(*I7ZN/<<"'_=O9@#@ XOPU =WG \@2@+6E9P34_NU=Y" OOPUX,PU[_)[R'.^%2Y+V:,">/^F3246@$3? M+3;,]Y.?!R5YRC3'P:4GQ2:@KW95.12 0=_M,Y]F09+,ZV,I&5QZ4BAN7VVG M?:MG)YGL^<@58]%:0LAAKY:3M60 &9]-]1],29*8C-#F@P)T7T.TI$@ ^OPUVM2^ M\[?R?KQ02S&N2E9[/^(5CU6!!(J&0BC],^Q8( /H]M?4AKZ+&XU62!>JXKL9S-=S^ M67@42 #BMES>QX:X/^DR\F]I]BW]1((B2TET7125QNX*M*G%T-J:&V;^5#T !D.5EHE8-X::^G4M-U_RI&FK_ M;.,@#H R:\M-D[(/JP4S'1;17+H.#*WH8:,.ZB03!A1%R4V;YHS#_46!2Q1P M4%U.^8.LPP<#Y )35I)='AT:5#_+="X73#P8(*U6&IXTI()0?A;H/!@@.>K- M29*3JX#CJ$ G&JO=ZS@>#) 2J S8 >B$<>Q8;(-2@*O3<(T)77G^RW!P>+*/53) PY.*5!"'H]*CZ=9TFJUE@+R=;<4I@,-9;<^L#!(_QNMMEH:60_:MB9 ,5O)_JP54 M#\55R4\O=DA_)PF[.S6OBM*(:46K6D+(M>E;[)8T:#PJ!]J5;2VQ7%Y897H[ M4+CHM[-2GY@S<..VQ5$:<4/+\FUU^O.,Z2NXX+!*A;8^NEJC :KXW M?XL0/+)SUX1>8(5H@=15;5/D^>*B(O=9X^)O(\V &]621MX>M-<$$V0>54-U MN4Y8K0]"&EA9:MUY5B%R5C05A4W$)3L6,_F<9RDK)$S24,VRHA47#U9U M0,>LF\#TJ#YK>RVX)S-67#A_%>(Y#_+\E4(=S=B<-BK+/'ZH2G:NN<\F@6;Q MMWZ7F"FQ4O>5J( SW47\L6Z-X# ;DJ-(N\&VP4"]#1N_HH%\4ILCVX-;<@ M&H]*S78P^T91+!!,@CBZ3L^#Y[@,9)7X-"V$6- 3.%J2K /E4:7:]ES?D3*( M4Q)=!GE*MRC%* RK6<7MEO2(&X>Q:KW6-Q;"0D_X:*D!%OA<5;]%GM'7166U M71/B0(\P;TFW H^SXK<^._L[./F%H';C]&:,U5EAW56EV%9"LSA\3DD9AQ3 MCF8W'RR\2RC@6F0W8Q6?;B59:"J5HOJ9W=S(-AT.!D?'WG"]3)2&51C+#Y[? M+.2 OM_5T@0<:Q6 ?O 49R$'Y V.BA^5H4*.Y&>6\UP8_J6NF].ZAN1GHK.( MZ<4>K.U6UG4,/4]T7O&%F=39-6W*O68'0S]#R@_!/ )S6(X2I#WR M$3YSCG M$HNXX7Q"[!=:/5AM M*&2$[BOLQ#^(:4=RL]>@\D*WMIR+1D(VZ)9F!WROX-F))&T93K,U7]-2B,F7 MG5T7VF6@G"5UXQ_)VJ[V!JV%N)#/;-8Z8 /,5=ZW+WI@LS2\$HJI9'Q72I_.LD!9_TS7A M,(^]]-]QZ:8E2=MN)D0T"GR3LJ::C-(N^"&O26ET3!>>DY,9[Y$*IN2 M*H?@S+^*.7+_)/'3M"31Z(4JZ1.YK=C6C^XHF2FR88D\"XHXI(O319Q4I=(4 MW^Z%0JA]F]<[8MT))^U5$.?<]SB*_JL2,]_X\<\@SX-46;M7V8[/E(<#Y"H- MUOI@B*FS4_94\)Z2)^;Y=7>.'C_2K\]WGJ.$-R;1?59# #?CFG84^>EP[\A+ M?RNX)3?&U-GEVI%-5\MY8Z,B%KNZG+QJ:8?:U+K>%\8M\.Q$K>YY%OH\7,1\ M==>T%$N;+R9L4]I-0?7="WL^#=(G4ERG'.5RPC9BRF[+ D\&[;G_?%$RL"G%FVNHE_G2D*N$TW-G M[@HVK3]7^KP0AB_C64D7L#0J4>U$)J_:-0@^*X2 ;+%0TP-XZD$DNY#&"Y3: MTO*K;,&HUL!QY/+UPX7O+'QNX$OZ MC]6N"X3BR$7Q1&KQ-;#JBE<*LBQ.EW87<7ARB>,7;RS>BCB* [RUT]!0@R76JB-,)YC M7YELM];JL;ARWJ+9LMZ W08S^N-]'J1%$#) VM57WU@("OMB70,> 06P .@J MQQ;=JGG3OD32@2^A&U8[Z74,KO)GT;BTR*64IQMB7XVA( =@$X3ARE?[3/(X MBVC'\A+O[-NYFO;!L2^G76-F81RN7+&^4"M2O"\J%G$RX7WB<43BUU=9_HGD M+W&HO$3+ZCU"D+X>EI6;5V3MB,*W'N;08533;/-!)G9--6^U,UJO'[)@EV:!M"7%35_ELRTH1%-.K)/NV_6Q$=VCOXB;J/40[5\F@/LRB:J8 4WW;1$[LFGTLY;7/G;P M=@?B#)TX^W!<=[^N45GR9M^1,$O#."%+>.\S=Y/()CXG^$ ^7SE7N8U*RI$9 M!MF+O*D"DT>GR#:9C7(O5S37;HC982F47#_BRF0OHEVHB[Z. M>Y*3YR".]"48=4UK02%OF=L0:ZHB$-ZN=C$_RG*NXQV%85;103D)7IFM>)1& M]#=Y1;L8!P]QPL>;E<*8O+ 6*_YE8AM3(SLI.,KB1S]5K4KAHB)LLD^8RD^" MW%J7).UKH2'G&FU2=92@=Z0B@+G1PXE=F6\4L*_1VH1MT1:_LQKQF/6& =S" M$.'(.:%X63T8?8E.=N:=,(*\$S> TT5YGH45?JWBG-Q1X'DX&0VA Y K<+VW+]L46_*R7MC07I9+JIY8?L!'6O/6TDL!-E\@'@5W$:I*&C M94OQLEJ:OF3!.5NVC"!OK-;^5I>M/ L)B8HK*E46Q<-2]JY3BCA()M5#$H=S M\[MJY3)]1RT[Y'R"+IP#BY>] %Q5?$ ^TAF_4.Q4;A4;D1*A&BJ2 MX=MJB2+[-C:K4M:BP*T2L0'5:E@N7B_(@VH14S6K)83LM=BLLL"8<4LY."NB M_5R?%,:/%EJA:E9+"-EP[%XKS#!WKN'@QT%JLH"Z*&S!5F'HAF:39K6,D*W" M&Y@MC#!WK@GAAUZ8B\_)P4C(S].(TPXZTT8"KLI.H!ZP&>I1&K%_6'[Y2Y"P MH2,2'%;=+)??PZ1B-1KH#[RPP1W5_$NZ]5>>NAU]@1]TT;-VVY_$78O!57D, M#[5O1,=BGK]2_#RXR5JW5MH+D?ER(Z(KS8% GIA'6WL05G.+6J'+V4X-ZH= M\*ZG93U>Q%))19-&^B(LPR8HJ)P9FXJZOKG<(_5ZJW @ M4+/'..3<+")GY]%&LJIJ5NUK.6#7(G#&YK*VM!0%H!); MBD:V50E9ID*.I8R2S=?KV(9H_.:0>R)([FW9LT0(\?:^Z#9+$/-HD0%.)%C*MPJAOS8M1TI;JI6QD9KU<1/*=\=IN4Z1(ETMCXOK??*I#H# MV$B0=8@P@R@E;3(5F+U $0^&!O(7SY0+3'V<<3)0^3P"]W?9J6)"4_=D#%S MO'_LTFZP+*BW7:9JR-B]0'0:/8'"2*Z*D[XYSCX.F]6BC^8C!E2PU5_8:/P!FU%5Y%\,H92E.FX#;0^JG+MW"HV,DRQGS(]V)MX/9QZ'&CDT@28][>C.\Y2YCQR)8<@$8 "WAMK+@58]%.1K M1=]T^8*R4JUVP&2 4WX#F)QU,<$8324H#8"!G9DK4[&P*#1@NKE(%'YPN;_ M[H8_]L3)X>AR1O(G^HW?\^Q;.:5GYN<@?>4??-6?C4P:T]W-8'^(G>]B($S9 M<<@.H*,!@UQCXG-!CT:711G/@E*9IKG\()UC1KL.S")1] II]VB%NU M%Q)#-H"T9M\.HJ/[,YQG#,S+MOV=)-%U>I]7Q7P--)W/+=[Q93@\& P.^C;> M.^!T=+4I[ER0I2%%+>)E[^+BKW/:[;AD/RD=!V K,2BP[\AH/>X-@*%>UF$^>D>=F7GEK.",^RH%UR *G-/9L]9 M'N2OPD1BJA'J9@(T=GW4EH2;0MN1"R6R&;D/OIMO_* F8FK$OMZF[9RO1;6I MVU.WR?9ED*=4-*R>![?/FY.N:5D/BKXN^,;H'-WF@*H$;W4,+4Y[<*-:.'T= M]R; 7-W,X,>=9A])P+P?[)@C$)MK@?$[O@SWCPZ/#OJJ%"UP.KM^ ?=VWV\- MF>592G\4,<*%K:K8ODJLLWTS!W=&N[%+%WQ*=+MG]R3UW[W"UX-%G92M>B?# M*8FJA-FB5W8J3-KA*(TNXJ1B]W$R21OY+MN]L98! =[,K[%VXPWWE M?&NL,\IV="4\.#@Z]O?$K]$,0W";\OP@AC8BS"Y"],/-?I$JJHS(;SY8]QC9 M5("U."UB\7&A]OZR*F03;U%)!OBL)8DK#*PS&T28$ MB^(FL(ML%L2R4JCPP[4BCB*@_SU4\#L!$:S,=2FE@JRP<1R-M:# M<13+B$;Q&Z[;8$9_;%18T<[.^L:UG+!OU]73"/!O =!1A"*6(EQ/QMI)>_%, MC1JY8JL-.T#@VCH@1X&)6#2.7T@^2I*,1^*/.0PMK6";6BK8R9B=:38 Z"A" M$8OVU;)T6L[E#80\L.N%=2=6D:S;X,;%/+LE>G9 ,P MKN(.O>+8]+PL:U6+!ONJ(CUS%I2O(G,52&A-.I@A(M);YF6DP&D9?K@&AWVK MBXGTEXDS@>0J@@_S@-PH^'!//VAP/):TJ$7BRQV%QH=C)12 W=X8M"0 ]4=B MJ$TM%NSJWCK.C*E>1060C67K*O*R033]WRK)]%=?[MC%N\" 7?I[O7/$-F,8 M#4^@XP _6(8JI.8S(AQEB+01L2%)WFN )"Q#CA%)YRSL MFN3/K, Y,W@H5B39HQ3\T?$A^L[">'%28P (Q++-F*U3Y+G*PVE0D-%33H1? M> 4DN'&T:B_$A%4:0$^>9+FSAP;$-VS><@,>XB](51;AE)P%Z5^?6(0=#R^] M3D/->5[3KH:,9&UMR8[LD&^,$Z"V?^%)-W%*KNF/1G%)BX?K61&]+FRK@"0) M"H#._IAOF(OANB@J$EU4O/P,R>,LXCEMQ2WYQO^DIMCD!;7 ?%F@)41"U-NA M ]3!VMX3D< #& M^U7 ;9)G(2%1<45%QE2:*9S\CMUV+)NI\2L6J!F_16 M;Q,RVL,.E#!FV0E40!VV5+2ME3KHEF[+-]2RP(Y[# Q>-S2OOQC1FLQ%75S/H%KA.R MAP7"_9XM"6HD %=;JM2C,,.*;UMQIFI4(^[-P=P&$<#AEFH5@!R.RRG)EZI" M@\RM/UJCZ\W*J\=D1H<#D\GN85!%;=R1K M$;\DNBA$P0/M^HS8IYJOWMAB/1(8H.!;L@PZ6K=$M<*/I)QFC6$\_I;23DWC MYS=!*Y8NXW?4LNN=7;@%0$ Y^G6YPTI-RSL2T5\P2*;>0+,7"*D=(E<]L%<+ M6W2 3O3+H'@3?ZWJ6CYUI>:WFJGTI[PB$=_?WV=TQGS.BL6S/-6+L@@'6\\YRWP&VME;"%IPV;DGY9Y;_Q;;GPNP.#O6U)VMT/3OK*& M)&';-Q=G*)*+0A,7P2ML'9$^78?+]LPNHH$"T(5]PZN);XM5#@GK2;[VEO)- MR#G=X3Z1Z#Z[_/Y,T@(.+W#Y$9'IJA'(I(*4^]^-1_EIQP#J#U]CF,G!%UL&3!-PFE4 PJHQK([>'5$-YC^< MW68ILR63&5-D45J7X]!D6EJ]A>T@]P8'R/2J6)+NIMI!=%2"&-?RU+6R]/!D M>(R=J&M421[(^;6*M-\3JJ/NS5#>LK\C(XB1B^ M08CM"'E3;TJMA6*HH#HJ;(RJ(7\2EKE"T;V0/'@BMQ6;%.F><6E#(UGQ'NF*,U5&! M962EN"7E=1IF,\),= ;+C_3Y6BC(N\]NBXT&F*M:RZAKRS+&LLSCAZKD-^1E M;PNH*L[2DO:4=>+IFE7)(8:X25F\5\L6^%5I#O8F^M$3MJIBS5Y/(2Q G M0A"-,_LT2R@V[C<(C75)^Z9:DLA%2QWHCP525P6E_=Z-N#X)'2.;PK9X$CJ& MJZU:&T&1E<2KP]!QGPY#QZ#)K:L(7%7!]J($UH;/1,=].A/!*F.,U54%;E W MO QX$.;KQL)]1QX3(C+G[EG)R(0A^#0E['KK'0EZV#\X?JOTC^+XMKTWF?5X M'WD*-Y&HQJ&]@N9G&$/3:#+_=2P#29!RK, M ?WHER%S.2#/R"I^S%W6)LJIV#0&Y?N%@!WPVG?] X)[+P FW*S)FU1"\:7*'!CYK5P7+GK)43[9()\ MRS.\3A^S7.3I[XJ-\?3DX'@PZ).)<7!XNH]]C;&!0,TLC',P/RV,*VDI^][= M85PS96UAG(/YT2V,7 Z^%*V&:3*W,,X!_>@61B8'K-M83?@QMS#.D?37*I.J(9J-;ZQ<3 M-RV#ZO@)VK.@9L-]HP2%JQ01=^/K@CR4YUGZ0F=GVBGQ$\_=*,J\XIA)/@-' MG5%KX7KSL69XS8IL1-HA WCM5WF>SVE.PNPIC?_!:A=]/R,I>8R5][H!+818 M?%D-M82;H@%([E>%'0"DR,:FOY@0"HY90D=I-$_9KV_FL%<$D[<*\7H8CM=* M6:P0 PK5KV ]5@3ZZN+ZG,Z,S' ^F@%%L)7/"Y'X?MVS;7(I M" /L8_"[GKQ%UX$@$.S;JPTOTEVY>_;P=._(%U.KX78+@ #0LJ6+JEVEHM3W MPUYE>?,&1OA6";.&M91\,;H:CSM35 #WV!? J"_3+%C1HRIGDE,IK0 M;582@ZP4=4-^9%I$!26\?S,36D$<#&A>+-37N9) M0RH(Y0=/3.%B\&7[#)($V)9@.#]X5@H3 W;)8P4[ )TPCIZGI+B-[.9"\<4@ M930):Z'T/ =ETV'=7$S8RZZ61(!\^$UYT9.[CJ< MGB=HC%](SL[6_/@M;N#6<@JV8?=V#_?VL>.JNI)L@&\7ZN'4^Y7:FC+.[U@- M:\TB#;81(O7%2&FR2.NA]#P'0PK0],@D:R4$@VQQA@0TY!,9$]C+#L!*09_D8KV)1%/VAP0I*T8!(Y\>;6 M8=/SD0H(6O;&YJC5GXJ@-D(J'AR&5(P9\[R""2TSQ)-$!#Y.^K1K4F#H?U() M/3&PBI@DNJB8WVU"\CB+A./ZEGSC?U+S:_("+J\3[#,23"/$NQ4V5QDI3?$@ M7FDC8 KXDSP.R?S6%I4V0&V$D/P+;-4H@!:.JVP5Y$*@VRWQS87G7U2M6A?L MX>U$DDNC,O(DR,ME$$Z7G[75)9MW"V'[%T'80J]:P?8T9:=.;Q@_+N+?27Y%I,<1=0,6(+GG M8V%Z.<&F8'8BI0D/8@D]I M2X%]'SU#H#6A&E2]S*^A1\P7*I!)$H2BAI:3U!IXU[[Z.3A-1MV .\P6=PJY M[124]Z)X6G0'R2=I*"GI.4()YF?FRW*0ZPG6(<&$+(U[$L3S,_WEQ)N*DB!) M2B./#,[/])<3[$L3%.RH3@12'#U/?W$>67LR1#+(MI^)]7AZG@.SD?#:$VR[ MCIXV"[I7<&&ENQCOA$WC;)7-.-P]/W(1E728;) !:#U/>G$9>GMXN(?DL.^P M2]:@Z?M=(X[#;ZE0O V_%809T[R""2O#Q7A&OE&$U6I:B,D**(H3BE>G1!?402E>I,+BE2B7QHF^2L(RC?6LHA.25C5*G"I; 7*7' M^!DD&TFPZYP^XJ<\<_-<.(RCW!*H"P 74RQNLJX6>KWN [DK!0 M]4F0EZ^-(A&%5P47P4[J2R[JFC+VCHY.,7V5]D47CXZ14Z>,I:IQ42XCVA7G ML]/[7;EP?,EQ6.9+0ZX23L]]T&XN=^7"\"7/0$F7G&HU*BR'-'A4O\HJ%H,K MHO0T#@[)LP(8LG-*+7+9H5N%Q)&3&3ECP'',S]&Q+YDA5M,M"&4WG,Q=PGV. MO"F="9*D/)#(X'CG26[$LEQI)M?U1P4LY(!^A;2EUDP8A2/GL >Y')T"LHZ. MDJ]4X/P3M/[DIG-?=L M2Y_FF0H#5 ^N2N0&%*W@\,]W^];?CUE.[J=!.L[I+CM(BOOL^E M#9O M >2]8>%')"WNBUHT_._@@^ML"$\U3]3B%FNF\R;3PDTR#8ZA9"EL[44 M *Z'$^1D]/@8)S&%=YV^$'$%VBAZB?4TZ1IRX%B!J2V9,\:T,5^C!XMKN]5T M,5=Y4]>EP_*Y!,9544$?UDN;2U*4[81T/!K=$'M6O*]@-DED_6&!S<_=SXKT91.T$A)N93^0LS^S_"]VY["X1?0F"^#K3=0-!%!D MDUY[[K2P7-76<\(5%MW^5/R_V#LA)6>W9TZ'RM&@=3SLI MQH_2VK#-DY>&5,OW?!GN'^\='B+'C;1GNS5<5T7P'&V6BKQL;)3H_U8W2?17 M7U26^Z6_B_!%7P)&5/M;>;==5:3;.CG@X%QY0B!%IP,#@Z\*96N%&PCAZ+ MJRIQ:%&P&[X750@*N_2CGD= 2P NJHNAZ4)=G>C"MC8@$2- M!C):8,??4OK):?RLV)LN/5-C[LL&%>@[P!=6[0<[JL I5O)4#1EQNPHPH*!J MM>< 68A1/Z,TG&:Y<.!DN>Y<+WU:P#M%LM4HY2WU6JDQ 'D V):9A2%)&3.W M]!3'='B O?DP#Y<#>@\PLGDCB9X,39#P\0LGG#B-$L MQL$9&I\U[6K(2-L\#0NZN4V)!Z"P7W4*'-SE>72,72BJ5?;,.@: T-Y4X%3= M%B)^?97E V+MJ'^SQ^>B*Y[G)?PY8<^H$OQGD=H;:@ #ZQ0WWFI8_.L[0@ M857&+PP.TT1VV12=F2X(_>(L3NEOWG(Z0)+;O4X(J2\SNQ.D@#I@1P[-4;G0 M 5-Q8)D3.Q)O P^HFH!MT+JG?R^F61)98&+%]RZHP,:/9U5!!584Y]GL(4XY M:Z!../\2%^VIE_?!@YJS.2$ ^M6OS+D+\E!>IT695TRD5T%(1K.LDI9 U341 M@O$EK-]T;ZA% ]#)1&MUD:BO^H-,/L#4)LOOAEC-7"$AR@ M$_T* 5L>"W2__4(H\H>$G =Y_DI72S%+TN5T2E:*71G/(%9O%>+%#CSI-J6T M PSH4[^2"&%!\!\+"HYOO51U;HW?(437-RN5/3Q ,[I?;+I-S8"R\_C *)9B MNQ2Z8?$6'JL[0,ZPL=:.-@ !_< V9S:AU#;XA;_VGI[&N'U'??NL^2N$,/IU M9FV!#J!Z2Y;.+?A";\DW_I>V/M!%>Q'QA%T@U*GS4X(-T =L4Z=PO=QG9PO[ M??Y6_ESNO5A]6L1R8%V$T,5E 2,!:G]BFRI'89A3?;O\_DS2@K"+8*[F->;/ MLP*>G37MV,WLP]/#OI@'+#$!7/;++ CL-CZ1A'[KZ7>2DCQ(J Q&$;.=LFKR MS!UDTWS'U07%Z$% MX-C3->1*?(A]HH2ID(U&8TRX]W-L(YF\0Z3-R@N$T+R,M)$H0DMLKN[X0$X: MGP2OW-UUE>6?V47$W_*8:7_M1%:H@KHA%],1MJ7!5@4,,;FZ\J,M]>#4?E%_ MO=EY[M(L>!0QH:AB.'S'J+40 O9YTVZ2MP/FZEH/QT%9:A"%,E_'\@U"%+YL MP%QP+ /GZ7T@((#RCH0D?E'$3>J;"O!>9F*!S%J@\O2*D"8"%D;"0OL- AGZ+/%IU*H[OX:5JR@4.LXLX, MW\"XVU_L#'H2<;9_@KR5L16NQ@"Q#,Q1K!EZ"33'(6?[_MU*P.G2< M"^1ER MMG_BRVX5)$E.K@+.SY"S_1,O0\XX.P"=, Y'(6?(BJ.@,Q]I-IV;9:V$?)!] WKV+%A?P>4HS,RY2?".1&3&N[4 MH/.QPDT$6F3#O@D;LJ.G 2Q'<6/.29SD\0N=I29)$/*IRI!(=3..&NL6BZYD M&D)S%"GFGE!^8Z8IC9*'&<(#[(N:6Y.G N0HYLLY977!6>8.8M%JRFM)),]R M?.BAMR9['3T$5^%>F^9(?'$@W+2.1]U'O].VE:H+H&0IU?DD.2.7CX\D9 51P&E@^S>9J7 HZ([M28*X"\K WD*J+>-8?$O"]K%0IX571?U=1 M>!O;+*+?I'5XV!>:G2 %%*)O$652QX7938FZIJ(H7%]6;&M4@ )L*3]5.Q]L M\2JUDT&_=N1MX %L;^F:&WAKQJ.L1&)>X[X$NO>H%1C>ENE:?AGN'^\=8CM6 M;?=DYJ@ 1KNGL6XRKOXJB'->\'S\>$5/AVD8L\CZ^8T9Q:=J-@ORU_'CJ"@( MCZ2^B8.'..%FB8\D8''4T:A\>TLZNF-F"V9'/0N*N, *S5_TZ"W>NS"(QUU$%#0G+V>!0EEB7R:$E+^GF?5,Y6T+C;?I'F-#CEBT$S^\H76#F7/ M:\4VP-;#D-^UE_.B/^&K)FS4H'4M*>2%V(Y3K5[HP?8\WG^!5894&V1JT%I( M"MOZ;D6I1BM,L/8\7T"&M5BLT]H, I/FM:R0#V=6I)KK!0S64>8!NF*L->2&)^4*B>$$M+^3,,,=KB1'>GM?)E0Z&=>"M%A;P/;7TD&WW MMDQ;S"9ZX#TOK+L >)T^5V7!I34T7V;66]62038=M"13HQDJM(Z2)GS2@[U6 M>K"W)!EDO\#&]6 -;<^K\LHP[K?2@_TER?ABK-B4'JRA]:MHK[VOU^FU"NR. MK>&^+VM"ATVE 43/J@#;,[_A"Q>$H+#K8^IY!!3 B!:E6%7:\&ZET%WQI2W M8*-J_\B;-:#+H5('T%56"1;G\PM:F?](7+Y,12-W.+%*]87\3]IYPN5G:N$C MSRA:S9 KU&8$@59NV9$6?OYTG_.-VNM;9+5V$PHWJ@6#["#9#-5RM3*1Q4[4 M1N4H\L28= MC&+J7@-"@/.QJ,ZJ]&512VI(KK(^'/*UD2(L'#!VH?3V'!J"PZVU[-I"J(HS M&Z<+/RQ]X#9+\Z50LQN##%2GWZG72^PS@DNWIENQN$I1\YO**:ZY6O8YO$5-*E1/W;"6$O9QQ1G7 M$;WOC%](0 M@$+WI,_7#E.?YS![>N4ZI,'O*LM(DE3H0U8*'8<9_6,2\P^.'\^G0?I$BNNT M\8+[*3DC3W&:BN%ZR9/N:IFS-"WZ]X;H^'$M?HQ)-*I]\"*#!2^!Q7 FXE// MYS1[*$C^PO;\/(Y@64 V"3 ;^"P]LYZ>'BYJW*)(\Y:4;T.&8YSC>VV)SCCY M9D.?%E+%+C:[';W1G%XW+N'=21K:;+@WEY?2 MZTFH^)QIC;[8 =^5U"1WH:%<,KZ$!=J1J=$,%=K=N -E@Y.VE7M@@Y^O*?,E M4PY[==R*I';D3BT"Q3)6X:7Y;2X#TXS5EO@0N]W0XV,K:42J='U$2&Y#7(I!T7)7C1['' M1!HFLJ[41/H2:[&C@T8M>4=9B#L[A'ZG9[F;K"BNTS"I(A)=IY=!SMP.6.L- MW*&:5%^J^^SH<#*1OZ.4SMX.*E_.)T?8%XCU?3#H9.LJA54<4"[3R#=G]"3/ M7N*(%/]>!6D9EUQTU^ECEL]X#^[(4Y SW[-85J46PIVKEKB/6BVQ0Q /:R^V M1"2I8P=O1NX+.U-'U9KY5\;R[$6"^=GCMH&W,!GSY9RI[&)0LU$3(Y M\,7,O%'6Y1JGETS/7:XR@%K_*MRHE@MRU)R>-7.V5W'UW%>Z"O&MJKC68:IK M6LL(.63#A$,S]F%\N^$G7<5[^9WD85RTU 9)ZUI@R)$5[A1""=&1>] [G7@F M84FB>Y+/6JC$:N-:7,B!%2XU D;HR)?FF4)PW?\C2RAGXB!OJ1/2]K70D)V[ M[M1" ]*1&\DSS;B+B[^N"7U.)#]GBZTQ$3I(Z<);[$ M8[D]OUG%8FWHTS55OEA]$0[(VY-PS^M6SDLO4 'P\@U%X_JNU;E!H=$VKQ&R M.\).8=N:AL@UM)W$7'D:_$IZ&T51+" UG J[YC X.#C9G54.W6%P<.B+^5?) M-Y+#@$NGYPZ#;5[@<8!=#FL[&J'11D,Y]=RU@'?QQ\&A+TY.0Z8U^F('O.<> M"M<%W@?#DX$O2QC"I&,@FIY?0+7YNO!,3LBG* ,: ?XM /8\Q6E,#UNC),EX M3:8QAZ$U0()M:JD@>S-MV)/S;P#0D:=BQ\HMGPQ\R?]%6#4,1-/S>Z4V4Z7Y M9(#LQ#(@SH+Q5618=TB5FRW2?()=?]5(^,N\F4#JN>9-.(1[(.,T2VM?B\FL5EZ]>^8'XZ6:I>[=920P\0>J&7TY/#MYBU[<+ M*"BYL4[GO%E^D'?X$#F6P%"F@*U!CJ?G_I$%JGK>,#)(0FWHS#0X.L9G64J4 MAE482\\]%4U@ID? QL.U')"-S 8T*4]^4D ]]R6<9[-9EG* (ZTID81.8=$DR,O7 MAIV[.'MM_D6S\IJ_A KO\.3D"/D,;K44MP'GR+J/-84W@6G7YO6':SD@6V7; M\*;7@%6$6!9YT,YQE57TA)IKS+)+3]5HD,/\55*6610 "+M0[&@Q/YF83=UU7%G'4//[>F3>2_YGH-;A8I154ZS//X'D=D8S1H*HP!V? 3,FIQF M0TRNC,>H8W@9*YW5QCF75\1ML!.2<_C&"@"]0 C-E['>3A&TV#9F <:>"839 MVW(6$(V$<)#SO)W, "MX ++[=1V6#&! KBWMGUY M8"FQ7>\5K;AXL.]#MN;8/60EQ]V^S9 /TH%^FM#6%UZ[N M0 LAEK[MZ71@ (Y[%O*Z"M)L45;^*M]^3V7.6!_FK<,W; MT*YK*JQ6A\B&4FONS6$!"K E:QP_F9 ( &UL4$L! A0#% @ MBHA^5.!KA$.C-P ?W0# !8 ( !><4" '1I;V%U+3(P,C$Q M,C,Q7V1E9BYX;6Q02P$"% ,4 " "*B'Y4]J>"B=I+ #"100 %@ M @ %0_0( =&EO874M,C R,3$R,S%?;&%B+GAM;%!+ 0(4 Q0 ( M (J(?E2$P?NJ[3\ )$F! 6 " 5Y) P!T:6]A=2TR,#(Q B,3(S,5]P&UL4$L%!@ ) D 20( '^) P $! end