☒ | 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 |
PO Box 1093, Boundary Hall Cricket Square Grand Cayman, Cayman Islands | KY 1-1102 | |
(Address of principal executive offices) | (Zip Code) |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
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Item 2. | ||||||
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Item | 20 | |||||
21 | ||||||
Item 1. | 21 | |||||
Item 1A. | 21 | |||||
Item 2. | ||||||
Item 3. | ||||||
Item 4. | ||||||
Item 5. | ||||||
Item 6. |
MARCH 31,
Assets | ||||
Current assets: | ||||
Cash | $ | 2,500,001 | ||
Prepaid expenses | 1,111,665 | |||
Total current assets | 3,611,666 | |||
Cash Held in Trust account | 200,000,000 | |||
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Total assets | 203,611,666 | |||
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Liabilities and Shareholders’ Equity | ||||
Current liabilities: | ||||
Accounts payable and accrued expenses | $ | 1,695,967 | ||
Promissory note – related party | 133,541 | |||
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Total current liabilities | 1,829,508 | |||
Warrant Liabilities | 15,686,667 | |||
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Total liabilities | 17,516,175 | |||
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Commitments | ||||
Class A ordinary shares subject to possible redemption, 18,109,549 shares at redemption value of $10.00 per share | 181,095,490 | |||
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; 1,890,451 shares issued and outstanding (excluding 18,109,549 shares subject to possible redemption) at March 31, 2021 | 189 | |||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding | 575 | |||
Additional paid-in capital | 4,895,037 | |||
Retained Earnings | 104,200 | |||
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Total shareholders’ equity | 5,000,001 | |||
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Total liabilities and shareholders’ equity | $ | 203,611,666 | ||
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June 30, 2021 | ||||
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 | |||
Total assets | 201,977,277 | |||
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 | 0 | |||
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; NaNissued and outstanding | 0 | |||
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 | ||
Formation and operating costs | $ | 40,802 | ||
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Loss from operations | (40,802 | ) | ||
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Other Income (Expense) | ||||
Change in fair value of warrant liabilities | 373,333 | |||
Offering expenses related to warrant issuance | (228,331 | ) | ||
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Total other income | 145,002 | |||
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Net income | $ | 104,200 | ||
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Weighted average shares outstanding, Class A common stock subject to possible redemption | 18,081,109 | |||
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Basic and diluted net income per share, Class A common stock subject to possible redemption | $ | 0.00 | ||
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Weighted average shares outstanding, Non-redeemable common stock | 5,899,247 | |||
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Basic and diluted net loss per share, Non-redeemable | $ | 0.02 | ||
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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 | 0 | (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 | Retained | Shareholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Earnings | 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 | — | — | 185,790,956 | — | 185,792,956 | |||||||||||||||||||||
Excess Sponsor paid over Fair value of Private Placement Warrants | — | — | — | — | 173,335 | — | 173,335 | |||||||||||||||||||||
Class A ordinary shares subject to possible redemption | (18,109,549 | ) | (1,811 | ) | — | — | (181,093,679 | ) | — | (181,095,490 | ) | |||||||||||||||||
Net loss | — | — | — | — | — | 104,200 | 104,200 | |||||||||||||||||||||
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Balance as of March 31, 2021 | 1,890,451 | $ | 189 | 5,750,000 | $ | 575 | $ | 4,895,037 | $ | 104,200 | $ | 5,000,001 | ||||||||||||||||
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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) | 0 | $ | 0 | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||
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 | — | — | |||||||||||||||||||
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 | |||||||||||||||||||||
Balance as of June 30, 2021 | 1,449,949 | $ | 145 | 5,000,000 | $ | 500 | $ | 1,480,139 | $ | 3,519,217 | $ | 5,000,001 | ||||||||||||||||
Cash Flows from Operating Activities: | ||||
Net income | $ | 104,200 | ||
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Change in fair value of warrant liabilities | (373,333 | ) | ||
Offering costs allocated to Warrants | 228,331 | |||
Changes in current assets and current liabilities: | ||||
Prepaid assets | (1,111,665 | ) | ||
Accounts payable | 1,695,967 | |||
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Net cash provided by operating activities | 543,500 | |||
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Cash Flows from Investing Activities: | ||||
Investment of cash into Trust Account | (200,000,000 | ) | ||
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Net cash used in investing activities | (200,000,000 | ) | ||
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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 | |||
Payments of offering costs | (702,041 | ) | ||
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Net cash provided by financing activities | 201,956,501 | |||
Net Change in Cash | 2,500,001 | |||
Cash—Beginning | — | |||
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Cash—Ending | $ | 2,500,001 | ||
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Supplemental Disclosure of Non-cash Financing Activities: | ||||
Initial value of Class A ordinary shares subject to possible redemption | $ | 180,763,690 | ||
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Initial value of warrant liabilities | $ | 16,060,000 | ||
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Change in value of Class A ordinary shares subject to possible redemption | $ | 331,800 | ||
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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 | 0 | |||
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 | ||
shareholders.
TB SA ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
TB SA ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Company anticipates that the $2,500,001 outside ofnot held in the Trust Account as of March 31, 2021, will be sufficientAccount. In addition, in order to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming thatfinance transaction costs in connection with a Business Combination, isthe Sponsor or an affiliate of the Sponsor, or certain of the officers and directors may, but are not consummated during that time. obligated to, provide the Company with working capital loans. As of June 30, 2021, there were 0 amounts outstanding under any working capital loan.
As of March 25, 2021 | As Previously Reported | Adjustment | As Restated | |||||||||
Balance Sheet | ||||||||||||
Warrant Liabilities | $ | 0 | $ | 16,060,000 | $ | 16,060,000 | ||||||
Deferred underwriter’s discount | 7,000,000 | (7,000,000 | ) | 0 | ||||||||
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 | 0 | 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 | $ | 0 | $ | 5,000,008 |
TB SA ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
As of March 25, 2021 | As Reported | Adjustment | As Restated | |||||||||
Balance Sheet | ||||||||||||
Warrant Liabilities | $ | — | $ | 16,060,000 | $ | 16,060,000 | ||||||
Deferred underwriters’ 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 Stockholders’ 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 | 0 | 575 | |||||||||
Additional Paid in Capital | 5,237,133 | 10 | 5,237,143 | |||||||||
(Accumulated Deficit) | (237,892 | ) | 0 | (237,892 | ) | |||||||
Total Shareholders’ Equity | $ | 5,000,008 | $ | 0 | $ | 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 | 0 | 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 | $ | 0 | $ | 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 | 0 | 0 | 0 | |||||||||
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 |
TB SA ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Class
The
Net
The
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 | $ | 0 | $ | 0 | ||||
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 | ||||
TB SA ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
TB SA ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
TB SA ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
exchange their Class A ordinary shares for cash, securities or other property subsequent to the Company’s completion of the Company’s initial Business Combination; provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreement.
the Note and it is 0 longer available to be drawn upon.
For the three months ended June 30, 2021 and the period from January 27, 2021 (inception) to June 30, 2021, the Company incurred $30,000 and $32,000 of administrative support expense, respectively.
TB SA ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
TB SA ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
TB SA ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
March 31, 2021 | Quoted Prices In Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||||||
Description | ||||||||||||||||
Liabilities: | ||||||||||||||||
Warrant liabilities - Public | 9,533,334 | — | — | 9,533,334 | ||||||||||||
Warrant liabilities - Private | 6,153,333 | — | — | 6,153,333 | ||||||||||||
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$ | 15,686,667 | $ | — | $ | — | $ | 15,686,667 | |||||||||
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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 | 0 | 0 | ||||||||||
Liabilities: | ||||||||||||||||
Warrant liabilities - Public | 6,666,667 | 6,666,667 | 0 | 0 | ||||||||||||
Warrant liabilities - Private | 4,333,334 | 0 | 0 | 4,333,334 | ||||||||||||
$ | 11,000,001 | $ | 6,666,667 | $ | 0 | $ | 4,333,334 | |||||||||
There were no transfers between Levels 1, 2 or 3 during the quarter ended March 31, 2021.
TB SA ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
At March 25, 2021 (Initial Measurement) | At March 31, 2021 | |||||||
Stock price | $ | 9.51 | $ | 9.37 | ||||
Strike price | $ | 11.50 | $ | 11.50 | ||||
Term (in years) | 5.00 | 5.00 | ||||||
Volatility | 40.0 | % | 40.0 | % | ||||
Risk-free rate | 1.26 | % | 1.38 | % | ||||
Dividend yield | 0.0 | % | 0.0 | % |
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 | % |
Public | Private Placement | Warrant Liabilities | ||||||||||
Fair value as of January 27, 2021 | $ | — | $ | — | $ | — | ||||||
Initial measurement on March 25, 2021 | 9,733,334 | 6,326,666 | 16,060,000 | |||||||||
Change in fair value | (200,000 | ) | (173,333 | ) | (373,333 | ) | ||||||
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Fair value as of March 31, 2021 | $ | 9,533,334 | $ | 6,153,333 | $ | 15,686,667 | ||||||
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Warrant Liabilities | ||||
Fair value as of January 27, 2021 | $ | 0 | ||
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 | ||
As a result of the restatement described in Note 2 to the financial statements included herein, we classify the Warrants issued in connection with our Initial Public Offering and private placement as liabilities at their fair value and adjust the Warrant instruments to fair value at each reporting period. These liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. As part of the reclassification to warrant liability, we reclassed a portion of the offering costs associated with the IPO originally charged to stockholders’ equity, to an expense in the statement of operations in the amount of $228,331 based on a relative fair value basis.
$3.5 million, offset by $0.3 million of formation and operating costs consisting mostly of general and administrative expenses.
The Company anticipates that the $2,500,001 outside ofnot held in the Trust Account as of March 31, 2021, will be sufficientAccount. In addition, in order to allow the Company to operate for at least the next 12 months, assuming thatfinance transaction costs in connection with a Business Combination, isthe Sponsor or an affiliate of the Sponsor, or certain of the officers and directors may, but are not consummated during that time. obligated to, provide the Company with working capital loans. As of June 30, 2021, there were no amounts outstanding under any working capital loan.
We issued an aggregate of 11,000,000 Warrants in connection with our Initial Public Offering and private placement,Private Placement, which as a result of the correction of an error described in Note 2 to the financial statements included herein, are recognized as derivative liabilities in accordance with
Upon further evaluation, due to the events that led to the further Revision described above in Note 2B to these financial statements, impact of the material weakness in our internal control has continued subsequent to filing our Quarterly Report for the quarter ending March 31, 2021 on
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) |
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