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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 | ☒ |
Page
|
||||||
1 | ||||||
1 | ||||||
2 | ||||||
3 | ||||||
4 | ||||||
5 | ||||||
23 | ||||||
24 | ||||||
24 | ||||||
26 | ||||||
26 | ||||||
26 | ||||||
26 | ||||||
26 | ||||||
27 | ||||||
27 |
Item 1.
|
Financial Statements (Unaudited)
|
September 30,
2021 |
||||
Assets
|
||||
Current assets:
|
||||
Cash
|
$ | 486,626 | ||
Prepaid expenses
|
574,903 | |||
|
|
|||
Total current assets
|
1,061,529 | |||
Cash held in Trust account
|
200,010,548 | |||
Prepaid expenses,
non-current
|
263,055 | |||
|
|
|||
Total assets
|
$ | 201,335,132 | ||
|
|
|||
Liabilities and Shareholders’ Deficit
|
||||
Current liabilities:
|
||||
Accounts payable and accrued expenses
|
$ | 167,000 | ||
Due to related party
|
126,065 | |||
|
|
|||
Total current liabilities
|
293,065 | |||
Warrant liabilities
|
6,380,001 | |||
|
|
|||
Total liabilities
|
6,673,066 | |||
|
|
|||
Commitments and Contingencies
|
||||
Class A ordinary shares subject to possible redemption, 20,000,000 shares at redemption value of $10.00 per share
|
200,000,000 | |||
Shareholders’ Deficit:
|
||||
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; none issued and outstanding (excluding 20,000,000 shares subject to possible redemption)
|
— | |||
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
|
— | |||
Accumulated deficit
|
(5,338,434 | ) | ||
|
|
|||
Total shareholders’ deficit
|
(5,337,934 | ) | ||
|
|
|||
Total Liabilities and Shareholders’ Deficit
|
$ | 201,335,132 | ||
|
|
Three Months
Ended
September 30, 2021
|
January 27, 2021
(Inception) Through September 30, 2021 |
|||||||
Formation and operating costs
|
$ | 461,855 | $ | 791,441 | ||||
|
|
|
|
|||||
Loss from operations
|
(461,855 | ) | (791,441 | ) | ||||
|
|
|
|
|||||
Other Income (Expense)
|
||||||||
Interest income
|
3,413 | 10,548 | ||||||
Offering expenses related to warrant issuance
|
— | (228,331 | ) | |||||
Change in fair value of warrant liabilities
|
4,620,000 | 8,689,999 | ||||||
|
|
|
|
|||||
Total other income
|
4,623,413 | 8,472,216 | ||||||
|
|
|
|
|||||
Net income
|
$ | 4,161,558 | $ | 7,680,775 | ||||
|
|
|
|
|||||
Weighted average shares outstanding of Class A ordinary share
|
20,000,000 | 15,384,615 | ||||||
|
|
|
|
|||||
Basic and diluted net income per share, Class A ordinary share
|
$ | 0.17 | $ | 0.38 | ||||
|
|
|
|
|||||
Weighted average shares outstanding of Class B ordinary share
|
5,000,000 | 4,898,785 | ||||||
|
|
|
|
|||||
Basic and diluted net income per share, Class B ordinary share
|
$ | 0.17 | $ | 0.38 | ||||
|
|
|
|
Ordinary Shares
|
Additional
Paid-In
Capital |
Accumulated
Deficit |
Total
Shareholders’ Equity (Deficit) |
|||||||||||||||||||||||||
Class A
|
Class B
|
|||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||
Balance as of January 27, 2021 (Inception)
|
|
—
|
$
|
—
|
|
—
|
|
$
|
—
|
|
$
|
—
|
$
|
—
|
|
$
|
—
|
|
||||||||||
Issuance of Founder Shares
|
— | — | 5,750,000 | 575 | 24,425 | — | 25,000 | |||||||||||||||||||||
Excess Sponsor paid over Fair value of Private Placement Warrants
|
— | — | — | — | 563,334 | — | 563,334 | |||||||||||||||||||||
Net income
|
— | — | — | — | — | 280,867 | 280,867 | |||||||||||||||||||||
Accretion of Class A ordinary shares to redemption value
|
— | — | — | — | (587,759 | ) | (13,019,284 | ) | (13,607,043 | ) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of March 31, 2021, as restated
|
|
—
|
|
$
|
—
|
|
|
5,750,000
|
|
$
|
575
|
|
$
|
—
|
|
$
|
(12,738,417
|
)
|
$
|
(12,737,842
|
)
|
|||||||
Forfeiture of Founder Shares
|
— | — | (750,000 | ) | (75 | ) | — | 75 | — | |||||||||||||||||||
Net income
|
— | — | — | — | — | 3,238,350 | 3,238,350 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of June 30, 2021, as restated
|
|
—
|
|
$
|
—
|
|
|
5,000,000
|
|
$
|
500
|
|
$
|
—
|
|
$
|
(9,499,992
|
)
|
$
|
(9,499,492
|
)
|
|||||||
Net income
|
— | — | — | — | — | 4,161,558 | 4,161,558 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of September 30, 2021
|
|
—
|
|
$
|
—
|
|
|
5,000,000
|
|
$
|
500
|
|
$
|
—
|
|
$
|
(5,338,434
|
)
|
$
|
(5,337,934
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities:
|
||||
Net income
|
$ | 7,680,775 | ||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||
Interest earned on Trust Account
|
(10,548 | ) | ||
Change in fair value of warrant liabilities
|
(8,689,999 | ) | ||
Offering costs allocated to Warrants
|
228,331 | |||
Changes in current assets and current liabilities:
|
||||
Prepaid assets
|
(837,958 | ) | ||
Accounts payable and accrued expenses
|
167,000 | |||
Due to related party
|
126,065 | |||
|
|
|||
Net cash used in operating activities
|
|
(1,336,334
|
)
|
|
|
|
|||
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
|
|
486,626
|
|
|
Cash—Beginning
|
— | |||
|
|
|||
Cash—Ending
|
$
|
486,626
|
|
|
|
|
|||
Supplemental
Disclosure of Non-Cash Financing
Activities:
|
||||
Initial value of Class A ordinary shares subject to possible redemption
|
$ | 200,000,000 | ||
|
|
|||
Initial value of warrant liabilities
|
$ | 15,070,000 | ||
|
|
As Reported
|
Adjustment
|
As Restated
|
||||||||||
Balance Sheet as of March 25, 2021 (as revised in footnote 2B per form
10-Q
filed on August 24, 2021)
|
||||||||||||
Class A ordinary shares subject to possible redemption
|
$ | 181,753,690 | $ | 18,246,310 | $ | 200,000,000 | ||||||
|
|
|
|
|
|
|||||||
Class A ordinary shares
|
182 | (182 | ) | — | ||||||||
Class B ordinary shares
|
575 | — | 575 | |||||||||
Additional
paid-in
capital
|
5,237,143 | (5,237,143 | ) | — | ||||||||
Accumulated deficit
|
(237,892 | ) | (13,008,985 | ) | (13,246,877 | ) | ||||||
|
|
|
|
|
|
|||||||
Total shareholders’ Equity (Deficit)
|
$ | 5,000,008 | $ | (18,246,310 | ) | $ | (13,246,302 | ) | ||||
|
|
|
|
|
|
|||||||
Number of shares subject to redemption
|
18,175,369 | 1,824,631 | 20,000,000 | |||||||||
|
|
|
|
|
|
As Reported
|
Adjustment
|
As Restated
|
||||||||||
Balance
Sheet as of March 31, 2021 (as revised in footnote 2B per form
10-Q
filed on August 24, 2021)
|
||||||||||||
Class A ordinary shares subject to possible redemption
|
$ | 182,262,157 | $ | 17,737,843 | $ | 200,000,000 | ||||||
|
|
|
|
|
|
|||||||
Class A ordinary shares
|
177 | (177 | ) | — | ||||||||
Class B ordinary shares
|
575 | — | 575 | |||||||||
Additional
paid-in
capital
|
4,718,382 | (4,718,382 | ) | — | ||||||||
Retained earnings (accumulated deficit)
|
280,867 | (13,019,284 | ) | (12,738,417 | ) | |||||||
|
|
|
|
|
|
|||||||
Total shareholders’ Equity (Deficit)
|
$ | 5,000,001 | $ | (17,737,843 | ) | $ | (12,737,842 | ) | ||||
|
|
|
|
|
|
|||||||
Number of shares subject to redemption
|
18,226,216 | 1,773,784 | 20,000,000 | |||||||||
|
|
|
|
|
|
|||||||
Balance Sheet as of June 30, 2021 (per form
10-Q
filed on August 23, 2021)
|
||||||||||||
Class A ordinary shares subject to possible redemption
|
$ | 185,500,507 | $ | 14,499,493 | $ | 200,000,000 | ||||||
|
|
|
|
|
|
|||||||
Class A ordinary shares
|
145 | (145 | ) | — | ||||||||
Class B ordinary shares
|
500 | — | 500 | |||||||||
Additional
paid-in
capital
|
1,480,139 | (1,480,139 | ) | — | ||||||||
Retained earnings (accumulated deficit)
|
3,519,217 | (13,019,209 | ) | (9,499,992 | ) | |||||||
|
|
|
|
|
|
|||||||
Total shareholders’ Equity (Deficit)
|
$ | 5,000,001 | $ | (14,499,493 | ) | $ | (9,499,492 | ) | ||||
|
|
|
|
|
|
|||||||
Number of shares subject to redemption
|
18,550,051 | 1,449,949 | 20,000,000 | |||||||||
|
|
|
|
|
|
|||||||
Statement of Operations for the period from January 27, 2021 (inception) through March 31, 2021 (as revised in footnote 2B per form
10-Q
filed on August 24, 2021)
|
||||||||||||
Weighted average shares outstanding, Class A ordinary shares subject to possible redemption
|
18,182,633 | (15,995,133 | ) | 2,187,500 | ||||||||
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption
|
$ | 0.00 | $ | 0.04 | $ | 0.04 | ||||||
Weighted average shares outstanding, Class B ordinary shares subject to possible redemption
|
5,891,351 | (1,281,976 | ) | 4,609,375 | ||||||||
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption
|
$ | 0.05 | $ | (0.01 | ) | $ | 0.04 | |||||
|
|
|
|
|
|
As Reported
|
Adjustment
|
As Restated
|
||||||||||
Statement
of Operations for the three
months
ended June 30, 2021 (per form
10-Q
filed on August 24, 2021)
|
||||||||||||
Weighted average shares outstanding, Class A ordinary shares subject to possible redemption
|
18,229,775 | 1,770,225 | 20,000,000 | |||||||||
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption
|
$ | 0.00 | $ | 0.13 | $ | 0.13 | ||||||
Weighted average shares outstanding, Class B ordinary shares subject to possible redemption
|
7,066,929 | (2,066,929 | ) | 5,000,000 | ||||||||
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption
|
$ | 0.46 | $ | (0.33 | ) | $ | 0.13 | |||||
|
|
|
|
|
|
|||||||
Statement of Operations for the period from January 27, 2021 (inception) through June 30, 2021 (per form
10-Q
filed on August 24, 2021)
|
||||||||||||
Weighted average shares outstanding, Class A ordinary shares subject to possible redemption
|
18,226,407 | (5,581,246 | ) | 12,645,161 | ||||||||
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption
|
$ | 0.00 | $ | 0.20 | $ | 0.20 | ||||||
Weighted average shares outstanding, Class B ordinary shares subject to possible redemption
|
6,482,387 | (1,643,677 | ) | 4,838,710 | ||||||||
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption
|
$ | 0.54 | $ | (0.34 | ) | $ | 0.20 | |||||
|
|
|
|
|
|
|||||||
Statement of Changes in Shareholders’ Equity for the period from January 27, 2021 (inception) through June 30, 2021 (per form
10-Q
filed on August 24, 2021)
|
||||||||||||
Sale of Units in Initial Public Offering, net of underwriter’s fees, other offering costs and fair value of Public Warrants
|
$ | 186,392,957 | $ | (186,392,957 | ) | $ | — | |||||
Class A ordinary shares subject to possible redemption (As of March 31, 2021)
|
(182,262,157 | ) | 182,262,157 | — | ||||||||
Class A ordinary shares subject to possible redemption (As of June 30, 2021)
|
(3,238,350 | ) | 3,238,350 | — | ||||||||
Accretion of Class A ordinary shares subject to possible redemption
|
— | (13,607,043 | ) | (13,607,043 | ) | |||||||
|
|
|
|
|
|
As Reported
|
Adjustment
|
As Restated
|
||||||||||
Statement of Cash Flows for the period from January 27, 2021 (inception) through March 31, 2021 (as revised in footnote 2B per form
10-Q
filed on August 24, 2021)
|
||||||||||||
Initial Value of Class A ordinary shares subject to possible redemption
|
$ | 181,753,690 | $ | 18,246,310 | $ | 200,000,000 | ||||||
Change in Class A ordinary shares subject to possible redemption
|
508,467 | (508,467 | ) | — | ||||||||
|
|
|
|
|
|
|||||||
Statement of Cash Flows for the period from January 27, 2021 (inception) through June 30, 2021 (per form
10-Q
filed on August 24, 2021)
|
||||||||||||
Initial Value of Class A ordinary shares subject to possible redemption
|
$ | 181,753,690 | $ | 18,246,310 | $ | 200,000,000 | ||||||
Change in Class A ordinary shares subject to possible redemption
|
3,746,817 | (3,746,817 | ) | — |
For the three months ended
September 30, 2021 |
For the period from
January 27, 2021 (inception) through September 30, 2021 |
|||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net income per share:
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net income
|
$ | 3,329,246 | $ | 832,312 | $ | 5,825,738 | $ | 1,855,037 | ||||||||
Denominator:
|
||||||||||||||||
Weighted-average shares outstanding
|
20,000,000 | 5,000,000 | 15,384,615 | 4,898,785 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic and diluted net income per share
|
$ | 0.17 | $ | 0.17 | $ | 0.38 | $ | 0.38 | ||||||||
|
|
|
|
|
|
|
|
Gross proceeds from IPO
|
$ | 200,000,000 | ||
Less:
|
||||
Proceeds allocated to Public Warrants
|
(9,133,333 | ) | ||
Class A ordinary share issuance costs
|
(4,473,710 | ) | ||
Plus:
|
||||
Accretion of carrying value to redemption value
|
13,607,043 | |||
|
|
|||
Class A ordinary shares subject to possible redemption
|
$ | 200,000,000 | ||
|
|
• |
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.
|
At
March 25,
2021 (Initial Measurement) |
At
September 30, 2021 |
|||||||
Share price
|
$ | 9.51 | $ | 10.00 | ||||
Strike price
|
$ | 11.50 | $ | 11.50 | ||||
Term (in years)
|
5.00 | 5.00 | ||||||
Volatility
|
30.0 | % | 11.0 | % | ||||
Risk-free rate
|
1.26 | % | 1.15 | % | ||||
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 | |||
Change in fair value
|
(1,820,000 | ) | ||
|
|
|||
Fair value as of September 30, 2021
|
$ | 2,513,334 | ||
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
* |
Filed herewith.
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** |
These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
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TB SA ACQUISITION CORP
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/s/ Andrew Rolfe |
Name: Andrew Rolfe |
Title: Chief Executive Officer |
(Principal Executive Officer)
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/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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