☒ | 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 1. | Financial Statements (Unaudited) |
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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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 | 0 | |||
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; NaN issued and outstanding | 0 | |||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; NaN issued and outstanding (excluding 20,000,000 shares subject to possible redemption) | 0 | |||
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 | 0 | |||
Accumulated deficit | (5,338,434 | ) | ||
Total shareholders’ deficit | (5,337,934 | ) | ||
Total Liabilities and Shareholders’ Deficit | $ | 201,335,132 | ||
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 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 | 0 | (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 | ||||
DEFICIT
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 Paid-In Capital | Accumulated Deficit | Total Shareholders’ Equity (Deficit) | |||||||||||||||||||||||||
Class A | Class B | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
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 | |||||||||||||||||||||
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 | 0 | $ | 0 | 5,750,000 | $ | 575 | $ | 0 | $ | (12,738,417 | ) | $ | (12,737,842 | ) | ||||||||||||||
Forfeiture of Founder Shares | — | — | (750,000 | ) | (75 | ) | 0 | 75 | — | |||||||||||||||||||
Net income | — | — | — | — | — | 3,238,350 | 3,238,350 | |||||||||||||||||||||
Balance as of June 30, 2021, as restated | 0 | $ | 0 | 5,000,000 | $ | 500 | $ | 0 | $ | (9,499,992 | ) | $ | (9,499,492 | ) | ||||||||||||||
Net income | — | — | — | — | — | 4,161,558 | 4,161,558 | |||||||||||||||||||||
Balance as of September 30, 2021 | 0 | $ | 0 | 5,000,000 | $ | 500 | $ | 0 | $ | (5,338,434 | ) | $ | (5,337,934 | ) | ||||||||||||||
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 | $ | 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 | 0 | |||
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 | ||
shareholders.
TB SA ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target business or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.
and Going Concern Consideration
TB SA ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Through March 31,September 30, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares proceeds from Sponsor loans of $133,541 and the remaining net proceeds from the IPO andconsummation of the sale of Private Placement Warrants.
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 September 30, 2021, there were 0 amounts outstanding under any working capital loan.
continue as a going concern.
On April 12, 2021, the Staff of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.”
no change in the Company’s total assets, liabilities or operating results.
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 | ) | 0 | ||||||||
Class B ordinary shares | 575 | 0 | 575 | |||||||||
Additional paid-in capital | 5,237,143 | (5,237,143 | ) | 0 | ||||||||
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 | |||||||||
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 Reported | Adjustment | As Restated | ||||||||||
Balance Sheet as of March 31, 2021 (as revised in footnote 2B per form10-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 | ) | 0 | ||||||||
Class B ordinary shares | 575 | 0 | 575 | |||||||||
Additional paid-in capital | 4,718,382 | (4,718,382 | ) | 0 | ||||||||
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 | ) | 0 | ||||||||
Class B ordinary shares | 500 | 0 | 500 | |||||||||
Additional paid-in capital | 1,480,139 | (1,480,139 | ) | 0 | ||||||||
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 threemonths ended June 30, 2021 (per form10-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 | ) | $ | 0 | |||||
Class A ordinary shares subject to possible redemption (As of March 31, 2021) | (182,262,157 | ) | 182,262,157 | 0 | ||||||||
Class A ordinary shares subject to possible redemption (As of June 30, 2021) | (3,238,350 | ) | 3,238,350 | 0 | ||||||||
Accretion of Class A ordinary shares subject to possible redemption | 0 | (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 | ) | 0 | ||||||||
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 | ) | 0 |
TB SA ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Company accounts for its
Net Income (Loss)shares were excluded from diluted earnings per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company’s statements of operations include a presentation of income (loss) per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common stock, basic and diluted for Class A common stock subject to redemption is calculated by dividing the interest income earned on the Trust Account totaling $0 for the three months ended March 31,September 30, 2021 by the weighted average number of Class A common stock subject to possible redemption outstanding since original issuance. Net loss per common stock, basic and diluted for non-redeemable common stock is calculated by dividing the net income, adjusted for income attributable to Class A common stock subject to redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includesperiod from January 27, 2021 (inception) through September 30, 2021 because the Founder Shares as these shares dowarrants are contingently exercisable, and the contingencies have not have any redemption features and do not participate in the income earned on the Trust Account.
The Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.yet been met. As a result, diluted lossnet income per ordinary share is the same as basic lossnet income per ordinary share for the periods presented.
each class of ordinary share:
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 | ||||||||
TB SA ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
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 | ||
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.
For the three months ended September 30, 2021 and the period from January 27, 2021 (inception) to September 30, 2021, the Company incurred $30,000 and $62,000 of administrative support expense, respectively.
TB SA ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
redemption.
TB SA ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
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, the Company will use its 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, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the Warrants expire or are redeemed, as specified in the warrant agreement; provided that if the 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 warrantsWarrants 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 elect, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonablyreasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the Warrants is not effective by the 60th day after the closing of the initial Business Combination, warrantWarrant 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, but the Company will use its commercially reasonablyreasonable 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 the Warrants 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(as defined below) less the exercise price of the warrantsWarrants by (y) the fair market value and (B) 0.361. The “fair market value” 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.
TB SA ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within the30-trading
March 31, 2021 | Quoted Prices In Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||||||
Description | ||||||||||||||||
Liabilities: | ||||||||||||||||
Warrant liabilities - Public | 9,533,334 | — | — | 9,533,334 | ||||||||||||
Warrant liabilities - Private | 6,153,333 | — | — | 6,153,333 | ||||||||||||
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$ | 15,686,667 | $ | — | $ | — | $ | 15,686,667 | |||||||||
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September 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 | $ | 200,010,548 | $ | 200,010,548 | 0 | 0 | ||||||||||
Liabilities: | ||||||||||||||||
Warrant liabilities—Public | 3,866,667 | 3,866,667 | 0 | 0 | ||||||||||||
Warrant liabilities—Private | 2,513,334 | 0 | 0 | 2,513,334 | ||||||||||||
$ | 6,380,001 | $ | 3,866,667 | $ | 0 | $ | 2,513,334 | |||||||||
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 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 | % |
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 | |||
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. |
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.
$4.6 million, offset by $0.5 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 September 30, 2021, there were no amounts outstanding under any working capital loan.
continue as a going concern.
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 ASCstatementstatements of operations. The fair value of Warrants issued in connection with our Initial Public Offering and private placementPrivate Placement has been estimated using Monte Carlo simulations at the initial measurement date and, for the Private Placement Warrants, as of each subsequent measurement date.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As of September 30, 2021, the Public Warrants are valued at the quoted market price.
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 |
Unregistered Sales of Equity Securities
Item 3. | Defaults Upon Senior Securities |
Item 4. | Mine Safety Disclosures |
None.
Item 4. Mine Safety Disclosures
None.
NoticeTable of Failure to Satisfy a Continued Listing Rule or Standard - Obligation to File Periodic Financial Reports.
On May 28, 2021, the Company received a deficiency letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that it is not in compliance with Section 5250(c)(1) of The Nasdaq Stock Market LLC Rules regarding the Qualification, Listing and Delisting of Companies (the “Nasdaq Listing Rules”) as a result of its failure to timely file its report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Form 10-Q”) with the Securities and Exchange Commission (the “Commission”) through the Commission’s EDGAR System.
On April 12, 2021, the staff of the Commission issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Statement”), which clarified guidance for all SPAC-related companies regarding the accounting and reporting of their warrants. The immediacy of the effective date of the new guidance set forth in the Statement has resulted in a significant number of SPACs re-evaluating the accounting treatment for their warrants with their professional advisors, including auditors and other advisors responsible for assisting SPACs in the preparation of financial statements. This, in turn, has resulted in the Company’s delay in preparing and finalizing its financial statements as of and for the quarter ended March 31, 2021 and filing its Form 10-Q with the Commission by the prescribed deadline.
Under the Nasdaq Listing Rules, the Company has 60 calendar days from the date of the deficiency letter to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rules. The Company has filed this Form 10-Q to cure its filing deficiency and regain compliance with the Nasdaq Listing.
Item 5. | Other Information |
Item 6. | Exhibits |
* | Filed herewith. |
** | 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. |
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) |
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