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Share Name | Share Symbol | Market | Type |
---|---|---|---|
TB SA Acquisition Corporation | NASDAQ:TBSA | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.205 | 10.18 | 16.32 | 0 | 01:00:00 |
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Cayman Islands
|
001-40260
|
N/A
|
||
(State or other jurisdiction of
incorporation or organization)
|
(Commission
File Number)
|
(I.R.S. Employer
Identification No.)
|
PO Box 1093, Boundary Hall
Cricket Square
Grand Cayman, Cayman Islands
|
KY
1-1102
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange
on which registered
|
||
Units, each consisting of one Class A ordinary share, $0.0001 par value,
and one-third of
one redeemable warrant to acquire one Class A ordinary share
|
TBSAU
|
The NASDAQ Stock Market LLC
|
||
Class A ordinary shares included as part of the units
|
TBSA
|
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
|
TBSAW
|
The NASDAQ Stock Market LLC
|
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
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Page
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Item 1.
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1
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1
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2
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3
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4
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5
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Item 2.
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19
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Item 3.
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20
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Item 4.
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20
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21
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Item 1.
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21
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Item 1A.
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21
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Item 2.
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21
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Item 3.
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21
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Item 4.
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21
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Item 5.
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22
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Item 6.
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22
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June 30, 2021
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||||
Assets
|
||||
Current assets:
|
||||
Cash
|
$ | 971,242 | ||
Prepaid expenses
|
595,955 | |||
|
|
|||
Total current assets
|
1,567,197 | |||
Cash Held in Trust account
|
200,007,135 | |||
Other assets
|
402,945 | |||
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|||
Total assets
|
201,977,277 | |||
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|
|||
Liabilities and Shareholders’ Equity
|
||||
Current liabilities:
|
||||
Accounts payable and accrued expenses
|
$ | 412,000 | ||
Due to related party
|
64,768 | |||
|
|
|||
Total current liabilities
|
476,768 | |||
Warrant Liabilities
|
11,000,001 | |||
|
|
|||
Total liabilities
|
11,476,769 | |||
|
|
|||
Commitments
|
||||
Class A ordinary shares subject to possible redemption, 18,550,051 shares at redemption value of $10.00 per share
|
185,500,507 | |||
Shareholders’ equity:
|
||||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
|
— | |||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,449,949 shares issued and outstanding (
excluding
18,550,051 shares subject to possible redemption)
|
145 | |||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,000,000 shares issued and outstanding
|
500 | |||
Additional paid-in capital
|
1,480,139 | |||
Retained earnings
|
3,519,217 | |||
|
|
|||
Total shareholders’ equity
|
5,000,001 | |||
|
|
|||
Total liabilities and shareholders’ equity
|
$ | 201,977,277 | ||
|
|
Three Months
Ended
June 30, 2021
|
January 27, 2021
(Inception) Through June 30, 2021 |
|||||||
Formation and operating costs
|
$ | 288,784 | $ | 329,586 | ||||
|
|
|
|
|||||
Loss from operations
|
(288,784 | ) | (329,586 | ) | ||||
|
|
|
|
|||||
Other Income (Expense)
|
||||||||
Interest income
|
7,135 | 7,135 | ||||||
Offering expenses related to warrant issuance
|
— | (228,331 | ) | |||||
Change in fair value of warrant liabilities
|
3,519,999 | 4,069,999 | ||||||
|
|
|
|
|||||
Total other income
|
3,527,134 | 3,848,803 | ||||||
|
|
|
|
|||||
Net income
|
$ | 3,238,350 | $ | 3,519,217 | ||||
|
|
|
|
|||||
Weighted average shares outstanding, Class A ordinary shares subject to possible redemption
|
18,229,775 | 18,226,407 | ||||||
|
|
|
|
|||||
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption
|
$ | 0.00 | $ | 0.00 | ||||
|
|
|
|
|||||
Weighted average shares
outstanding, Non-redeemable ordinary
shares
|
7,066,929 | 6,482,387 | ||||||
|
|
|
|
|||||
Basic and diluted net income per
share, Non-redeemable
ordinary shares
|
$ | 0.46 | $ | 0.54 | ||||
|
|
|
|
Ordinary Shares
|
Additional
|
Total
|
||||||||||||||||||||||||||
Class A
|
Class B
|
Paid-In
|
Accumulated
|
Shareholders’
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Equity
|
||||||||||||||||||||||
Balance as of January 27, 2021 (Inception)
|
— | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Founder Shares
|
|
—
|
|
|
—
|
|
5,750,000 | 575 | 24,425 |
|
—
|
|
25,000 | |||||||||||||||
Sale of Units in Initial Public Offering, net of underwriter’s fees, other offering costs and fair value of Public Warrants
|
20,000,000 | 2,000 | — | — | 186,390,957 | — | 186,392,957 | |||||||||||||||||||||
Excess Sponsor paid over Fair value of Private Placement Warrants
|
— | — | — | — | 563,334 | — | 563,334 | |||||||||||||||||||||
Class A ordinary shares subject to possible redemption
|
(18,226,216 | ) | (1,823 | ) | — | — | (182,260,334 | ) | — | (182,262,157 | ) | |||||||||||||||||
Net income
|
— | — | — | — | — | 280,867 | 280,867 | |||||||||||||||||||||
Balance as of March 31, 2021
|
1,773,784 | $ | 177 | 5,750,000 | $ | 575 | $ | 4,718,382 | $ | 280,867 | $ | 5,000,001 | ||||||||||||||||
Forfeiture of Founder Shares
|
— | — | (750,000 | ) | (75 | ) | 75 | — | — | |||||||||||||||||||
|
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|||||||||||||||
Class A ordinary shares subject to possible redemption
|
(323,835 | ) | (32 | ) | — | — | (3,238,318 | ) | — | (3,238,350 | ) | |||||||||||||||||
Net income
|
— | — | — | — | — | 3,238,350 | 3,238,350 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
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|
|||||||||||||||
Balance as of June 30, 2021
|
1,449,949 | $ | 145 | 5,000,000 | $ | 500 | $ | 1,480,139 | $ | 3,519,217 | $ | 5,000,001 | ||||||||||||||||
|
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Cash Flows from Operating Activities:
|
||||
Net income
|
$ | 3,519,217 | ||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||
Interest earned on Trust Account
|
(7,135 | ) | ||
Change in fair value of warrant liabilities
|
(4,069,999 | ) | ||
Offering costs allocated to Warrants
|
228,331 | |||
Changes in current assets and current liabilities:
|
||||
Prepaid assets
|
(998,900 | ) | ||
Accounts payable
|
412,000 | |||
Due to related party
|
64,768 | |||
|
|
|||
Net cash used in operating activities
|
(851,718 | ) | ||
|
|
|||
Cash Flows from Investing Activities:
|
||||
Investment of cash into Trust Account
|
(200,000,000 | ) | ||
|
|
|||
Net cash used in investing activities
|
(200,000,000 | ) | ||
|
|
|||
Cash Flows from Financing Activities:
|
||||
Proceeds from Initial Public Offering, net of underwriter’s discount
|
196,000,000 | |||
Proceeds from purchase of Private Placement Warrants by related party
|
6,500,001 | |||
Proceeds from issuance of Founder Shares
|
25,000 | |||
Proceeds from issuance of Promissory note – related party
|
133,541 | |||
Payment of Promissory note - related party
|
(133,541 | ) | ||
Payments of offering costs
|
(702,041 | ) | ||
|
|
|||
Net cash provided by financing activities
|
201,822,960 | |||
|
|
|||
Net Change in Cash
|
971,242 | |||
Cash - Beginning
|
|
—
|
|
|
|
|
|||
Cash - Ending
|
$ | 971,242 | ||
|
|
|||
Supplemental Disclosure
of Non-Cash Financing
Activities:
|
||||
Initial value of Class A ordinary shares subject to possible redemption
|
$ | 181,753,690 | ||
|
|
|||
Change in value of Class A ordinary shares subject to possible redemption
|
$ | 3,746,817 | ||
|
|
|||
Initial value of warrant liabilities
|
$ | 15,070,000 | ||
|
|
As of March 25, 2021
|
|
As Previously
Reported |
|
|
Adjustment
|
|
|
As
Restated
|
|
|||
Balance Sheet
|
|
|
|
|||||||||
Warrant Liabilities
|
|
$
|
—
|
|
|
$
|
16,060,000
|
|
|
$
|
16,060,000
|
|
Deferred underwriter’s discount
|
|
|
7,000,000
|
|
|
|
(7,000,000
|
)
|
|
|
—
|
|
Total Liabilities
|
|
|
8,808,541
|
|
|
|
9,060,000
|
|
|
|
17,868,541
|
|
Shares Subject to Redemption
|
|
|
189,823,690
|
|
|
|
(9,060,000
|
)
|
|
|
180,763,690
|
|
Class A Ordinary shares
|
|
|
102
|
|
|
|
90
|
|
|
|
192
|
|
Class B Ordinary shares
|
|
|
575
|
|
|
|
—
|
|
|
|
575
|
|
Additional Paid in Capital
|
|
|
5,008,893
|
|
|
|
228,240
|
|
|
|
5,237,133
|
|
(Accumulated Deficit)
|
|
|
(9,562
|
)
|
|
|
(228,330
|
)
|
|
|
(237,892
|
)
|
Total Shareholders’ Equity
|
|
$
|
5,000,008
|
|
|
$
|
—
|
|
|
$
|
5,000,008
|
|
|
|
As Previously
Reported in 10-Q
as of
March 31, 2021
|
|
|
Adjustment
|
|
|
As
Revised
|
|
|||
Balance
Sheet as of March 25, 2021
|
|
|
|
|||||||||
Warrant Liabilities
|
|
$
|
16,060,000
|
|
|
$
|
(990,000
|
)
|
|
$
|
15,070,000
|
|
Total Liabilities
|
|
|
17,868,541
|
|
|
|
(990,000
|
)
|
|
|
16,878,541
|
|
Shares Subject to Redemption
|
|
|
180,763,690
|
|
|
|
990,000
|
|
|
|
181,753,690
|
|
Class A Ordinary shares
|
|
|
192
|
|
|
|
(10
|
)
|
|
|
182
|
|
Class B Ordinary shares
|
|
|
575
|
|
|
|
—
|
|
|
|
575
|
|
Additional Paid in Capital
|
|
|
5,237,133
|
|
|
|
10
|
|
|
|
5,237,143
|
|
(Accumulated Deficit)
|
|
|
(237,892
|
)
|
|
|
—
|
|
|
|
(237,892
|
)
|
Total Shareholders’ Equity
|
|
$
|
5,000,008
|
|
|
$
|
—
|
|
|
$
|
5,000,008
|
|
Number of ordinary shares subject to redemption
|
|
|
18,076,369
|
|
|
|
99,000
|
|
|
|
18,175,369
|
|
Balance Sheet
as of March 31, 2021 (unaudited)
|
|
|
|
|||||||||
Warrant Liabilities
|
|
$
|
15,686,667
|
|
|
$
|
(1,166,667
|
)
|
|
$
|
14,520,000
|
|
Total Liabilities
|
|
|
17,516,175
|
|
|
|
(1,166,667
|
)
|
|
|
16,349,508
|
|
Shares Subject to Redemption
|
|
|
181,095,490
|
|
|
|
1,166,667
|
|
|
|
182,262,157
|
|
Class A Ordinary shares
|
|
|
189
|
|
|
|
(12
|
)
|
|
|
177
|
|
Class B Ordinary shares
|
|
|
575
|
|
|
|
—
|
|
|
|
575
|
|
Additional Paid in Capital
|
|
|
4,895,037
|
|
|
|
(176,655
|
)
|
|
|
4,718,382
|
|
(Accumulated Deficit)
|
|
|
104,200
|
|
|
|
176,667
|
|
|
|
280,867
|
|
Total Shareholders’ Equity
|
|
$
|
5,000,001
|
|
|
$
|
—
|
|
|
$
|
5,000,001
|
|
Number of ordinary shares subject to redemption
|
|
|
18,109,549
|
|
|
|
116,667
|
|
|
|
18,226,216
|
|
Statement of Operations for the three months ended March 31, 2021 (unaudited)
|
|
|
|
|||||||||
Change in fair value of warrant liability
|
|
$
|
373,333
|
|
|
|
176,667
|
|
|
|
550,000
|
|
Net Income
|
|
$
|
104,200
|
|
|
|
176,667
|
|
|
|
280,867
|
|
Weighted average shares outstanding, Class A ordinary shares subject to possible redemption
|
|
|
18,081,109
|
|
|
|
101,524
|
|
|
|
18,182,633
|
|
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Weighted average shares outstanding, Non-redeemable ordinary shares
|
|
|
5,899,247
|
|
|
|
(7,896
|
)
|
|
|
5,891,351
|
|
Basic and diluted net income per share, Non-redeemable ordinary shares
|
|
$
|
0.02
|
|
|
$
|
0.03
|
|
|
$
|
0.05
|
|
Statem
ent of Cash Flows
for the three months ended March 31, 2021
(unaudited)
|
|
|
|
|||||||||
Net Income
|
|
|
104,200
|
|
|
|
176,667
|
|
|
|
280,867
|
|
Change in fair value of warrant liability
|
|
|
(373,333
|
)
|
|
|
(176,667
|
)
|
|
|
(550,000
|
)
|
Initial Value of Class A ordinary shares subject to possible redemption
|
|
|
180,763,690
|
|
|
|
990,000
|
|
|
|
181,753,690
|
|
Change in Class A ordinary shares subject to possible redemption
|
|
$
|
331,800
|
|
|
$
|
176,667
|
|
|
$
|
508,467
|
|
Three Months Ended
June 30, 2021
|
January 27, 2021
(inception) to
June 30, 2021
|
|||||||
Redeemable Class A Ordinary Shares
|
||||||||
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
|
||||||||
Interest earned on marketable securities held in Trust Account
|
$ | 7,135 | $ | 7,135 | ||||
Less: Income allocable to
Non-Redeemable
Class A Ordinary Shares
|
(517 | ) | (517 | ) | ||||
|
|
|
|
|||||
Net income allocable to shares subject to possible redemption
|
$ | 6,618 | $ | 6,618 | ||||
|
|
|
|
|||||
Denominator: Weighted Average Redeemable Class A Ordinary Shares
|
||||||||
Basic and diluted weighted average shares outstanding
|
18,229,775 | 18,226,407 | ||||||
|
|
|
|
|||||
Basic and diluted net income per share
|
$ | — | $ | — | ||||
|
|
|
|
|||||
Non-Redeemable
Class A and Class B Ordinary Shares
|
||||||||
Numerator: Net Loss Minus Net Earnings
|
||||||||
Net income
|
$ | 3,238,350 | $ | 3,519,217 | ||||
Less: Income allocable to ordinary shares subject to possible redemption
|
(6,618 | ) | (6,618 | ) | ||||
|
|
|
|
|||||
Non-Redeemable
net income
|
$ | 3,231,732 | $ | 3,512,599 | ||||
|
|
|
|
|||||
Weighted average shares outstanding, basic and diluted
|
7,066,929 | 6,482,387 | ||||||
|
|
|
|
|||||
Basic and diluted net income per ordinary share
|
$ | 0.46 | $ | 0.54 | ||||
|
|
|
|
• |
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 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 adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within
a 30-trading day
period ending three trading days before the Company sends the notice of redemption to the Warrant holders.
|
• |
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 shares determined by reference to the table sets forth ender “Description of Securities—Warrants—Public Shareholders’ Warrants” based on the redemption date and the “fair market value” of the Class A ordinary shares (as defined above) except as otherwise described below; and
|
• |
if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”) 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.
|
• |
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
|
• |
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
|
• |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
June 30,
2021
|
Quoted
Prices In
Active
Markets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
|||||||||||||
Description
|
||||||||||||||||
U.S. government securities in Trust Account
|
$ | 200,007,135 | $ | 200,007,135 | — | — | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities:
|
||||||||||||||||
Warrant liabilities - Public
|
6,666,667 | 6,666,667 | — | — | ||||||||||||
Warrant liabilities - Private
|
4,333,334 | — | — | 4,333,334 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 11,000,001 | $ | 6,666,667 | $ | — | $ | 4,333,334 | |||||||||
|
|
|
|
|
|
|
|
At
March 25,
2021
(Initial
Measurement)
|
At
June 30,
2021
|
|||||||
Share price
|
$ | 9.51 | $ | 9.68 | ||||
Strike price
|
$ | 11.50 | $ | 11.50 | ||||
Term (in years)
|
5.00 | 5.00 | ||||||
Volatility
|
30.0 | % | 15.0 | % | ||||
Risk-free rate
|
1.26 | % | 1.13 | % | ||||
Dividend yield
|
0.0 | % | 0.0 | % |
Warrant
Liabilities
|
||||
Fair value as of January 27, 2021
|
$ | — | ||
Initial measurement on March 25, 2021
|
15,070,000 | |||
Change in fair value
|
(550,000 | ) | ||
|
|
|||
Fair value as of March 31, 2021
|
14,520,000 | |||
Change in fair value
|
(3,519,999 | ) | ||
Transfer of public warrant liabilities to Level 1
|
(6,666,667 | ) | ||
|
|
|||
Fair value as of June 30, 2021
|
$ | 4,333,334 | ||
|
|
No.
|
Description of Exhibit
|
|
31.1* | ||
31.2* | ||
32.1** | ||
32.2** | ||
101.INS* | XBRL Instance Document | |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.SCH* | XBRL Taxonomy Extension Schema Document | |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | XBRL Taxonomy Extension Labels Linkbase Document | |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
TB SA ACQUISITION CORP
|
||
/s/ Andrew Rolfe
|
||
Name: | Andrew Rolfe | |
Title: | Chief Executive Officer | |
(Principal Executive Officer) | ||
/s/ James Crawley
|
||
Name: | James Crawley | |
Title: | Chief Financial Officer | |
(Principal Financial and | ||
Accounting Officer) |
1 Year TB SA Acquisition Chart |
1 Month TB SA Acquisition Chart |
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