☒ | 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 | |||
(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 ofone 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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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 | ||
March 31, 2022 (Unaudited) | December 31, 2021 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash | $ | 213,240 | $ | 252,323 | ||||
Prepaid expenses | 585,940 | 555,000 | ||||||
Total current assets | 799,180 | 807,323 | ||||||
Cash held in Trust account | 200,034,831 | 200,014,773 | ||||||
Prepaid expenses, non-current | — | 123,164 | ||||||
Total assets | $ | 200,834,011 | $ | 200,945,260 | ||||
Liabilities and Shareholders’ Deficit | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued expenses | $ | 1,762,229 | $ | 1,582,505 | ||||
Working capital loan—related party | 256,000 | — | ||||||
Due to related party | 296,576 | 243,038 | ||||||
Total current liabilities | 2,314,805 | 1,825,543 | ||||||
Warrant liabilities | 2,640,000 | 5,610,000 | ||||||
Total liabilities | 4,954,805 | 7,435,543 | ||||||
Commitments and Contingencies (See Note 6) | 0 | 0 | ||||||
Class A ordinary shares subject to possible redemption, 20,000,000 shares at redemption value of $10.00 per share | 200,034,831 | 200,014,773 | ||||||
Shareholders’ Deficit: | ||||||||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; NaN issued and outstanding | — | — | ||||||
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) | — | — | ||||||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,000,000 shares issued and outstanding | 500 | 500 | ||||||
Additional paid-in capital | 554,300 | 267,150 | ||||||
Accumulated deficit | (4,710,425 | ) | (6,772,706 | ) | ||||
Total shareholders’ deficit | (4,155,625 | ) | (6,505,056 | ) | ||||
Total Liabilities and Shareholders’ Deficit | $ | 200,834,011 | $ | 200,945,260 | ||||
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 | ||||
For the three months ended March 31, 2022 | For the period from January 27, 2021 (Inception) through March 31, 2021 | |||||||
Formation and operating costs | $ | 639,569 | $ | 40,802 | ||||
Stock compensation expense | 267,150 | 267,150 | ||||||
Loss from operations | (906,719 | ) | (307,952 | ) | ||||
Other Income (Expense) | ||||||||
Interest income | 20,058 | — | ||||||
Offering expenses related to warrant issuance | — | (233,453 | ) | |||||
Change in fair value of working capital loan—related party | (1,000 | ) | — | |||||
Change in fair value of over-allotment liability | — | (23,457 | ) | |||||
Change in fair value of warrant liabilities | 2,970,000 | 550,000 | ||||||
Total other income | 2,989,058 | 293,090 | ||||||
Net income (loss) | $ | 2,082,339 | $ | (14,862 | ) | |||
Weighted average shares outstanding of Class A ordinary share | 20,000,000 | 2,187,500 | ||||||
Basic and diluted net income (loss) per share, Class A ordinary share | $ | 0.08 | $ | (0.00 | ) | |||
Weighted average shares outstanding of Class B ordinary share | 5,000,000 | 4,609,375 | ||||||
Basic and diluted net income (loss) per share, Class B ordinary share | $ | 0.08 | $ | (0.00 | ) | |||
Ordinary Shares | Additional | Total | ||||||||||||||||||||||||||
Class A | Class B | Paid-In | Accumulated | Shareholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
Balance as of January 1, 2022 | — | $ | — | 5,000,000 | $ | 500 | $ | 267,150 | $ | (6,772,706 | ) | $ | (6,505,056 | ) | ||||||||||||||
Remeasurement of Class A ordinary shares to redemption value | — | — | — | — | — | (20,058 | ) | (20,058 | ) | |||||||||||||||||||
Proceeds received in excess of initial fair value of working capital loan—related party | — | — | — | — | 20,000 | — | 20,000 | |||||||||||||||||||||
Fair value of Founder Shares transferred to Directors | — | — | — | — | 267,150 | — | 267,150 | |||||||||||||||||||||
Net incom e | — | — | — | — | — | 2,082,339 | 2,082,339 | |||||||||||||||||||||
Balance as of March 31, 2022 | — | $ | — | 5,000,000 | $ | 500 | $ | 554,300 | $ | (4,710,425 | ) | $ | (4,155,625 | ) | ||||||||||||||
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 | ) | ||||||||||||||
Ordinary Shares | Additional | Total | ||||||||||||||||||||||||||
Class A | Class B | Paid-In | Accumulated | Shareholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
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 | |||||||||||||||||||||
Remeasurement of Class A ordinary shares to redemption value | — | — | — | — | (587,759 | ) | (13,094,838 | ) | (13,682,597 | ) | ||||||||||||||||||
Fair value of Founder Shares transferred to Directors | — | — | — | — | 267,150 | — | 267,150 | |||||||||||||||||||||
Net loss | — | — | — | — | — | (14,862 | ) | (14,862 | ) | |||||||||||||||||||
Balance as of March 31, 2021 | — | $ | — | 5,750,000 | $ | 575 | $ | 267,150 | $ | (13,109,700 | ) | $ | (12,841,975 | ) | ||||||||||||||
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 | ||
For the three months ended March 31, 2022 | For the period from January 27, 2021 (Inception) through March 31, 2021 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net income (loss) | $ | 2,082,339 | $ | (14,862 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
Offering costs allocated to Warrants | — | 233,453 | ||||||
Change in fair value of warrant liabilities | (2,970,000 | ) | (550,000 | ) | ||||
Change in fair value of working capital loan—related party | 1,000 | — | ||||||
Change in fair value of over-allotment liabilities | — | 23,457 | ||||||
Stock compensation expense | 267,150 | 267,150 | ||||||
Interest earned on Trust Account | (20,058 | ) | — | |||||
Changes in current assets and current liabilities: | ||||||||
Prepaid assets | 92,224 | (1,111,665 | ) | |||||
Accounts payable and accrued expenses | 179,724 | 1,765,967 | ||||||
Due to related party | 53,538 | — | ||||||
Net cash (used in) provided by operating activities | (314,083 | ) | 613,500 | |||||
Cash Flows from Investing Activity: | ||||||||
Investment of cash into Trust Account | — | (200,000,000 | ) | |||||
Net cash used in investing activity | — | (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 Working Capital Loan—related party | 275,000 | — | ||||||
Proceeds from issuance of Promissory note—related party | — | 133,541 | ||||||
Proceeds from issuance of Founder Shares | — | 25,000 | ||||||
Payment of offering costs | — | (772,041 | ) | |||||
Net cash provided by financing activities | 275,000 | 201,886,501 | ||||||
Net Change in Cash | (39,083 | ) | 2,500,001 | |||||
Cash—Beginning | 252,323 | — | ||||||
Cash—Ending | $ | 213,240 | $ | 2,500,001 | ||||
Supplemental Disclosure of Non-Cash Financing Activity: | ||||||||
Proceeds received in excess of initial fair value of working capital loan—related party | $ | 20,000 | $ | — | ||||
Remeasurement of Class A ordinary shares subject to possible redemption | $ | 20,058 | $ | 13,682,597 | ||||
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 | |||||||||
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 |
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 | ||||||||
For the three months ended March 31, 2022 | ||||||||
Class A | Class B | |||||||
Basic and diluted net income per share: | ||||||||
Numerator: | ||||||||
Allocation of net income | $ | 1,665,871 | $ | 416,468 | ||||
Denominator: | ||||||||
Weighted-average shares outstanding | 20,000,000 | 5,000,000 | ||||||
Basic and diluted net income per share | $ | 0.08 | $ | 0.08 | ||||
For the period from January 27, 2021 (Inception) through March 31, 2021 | ||||||||
Class A | Class B | |||||||
Basic and diluted net loss per share: | ||||||||
Numerator: | ||||||||
Allocation of net loss | $ | (4,783 | ) | $ | (10,079 | ) | ||
Denominator: | ||||||||
Weighted-average shares outstanding | 2,187,500 | 4,609,375 | ||||||
Basic and diluted net loss per share | $ | (0.00 | ) | $ | (0.00 | ) | ||
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 | ||
Gross proceeds from IPO | $ | 200,000,000 | ||
Less: | ||||
Proceeds allocated to Public Warrants | (9,133,333 | ) | ||
Proceeds allocated to derivative liability | (10,676 | ) | ||
Class A ordinary share issuance costs | (4,538,588 | ) | ||
Plus: | ||||
Remeasurement adjustment of carrying value to redemption value | 13,697,370 | |||
Class A ordinary shares subject to possible redemption at December 31, 2021 | 200,014,773 | |||
Plus: | ||||
Remeasurement adjustment of carrying value to redemption value | 20,058 | |||
Class A ordinary shares subject to possible redemption at March 31, 2022 | $ | 200,034,831 | ||
Number of Shares | ||||
Granted on March 12, 2021 | 195,000 | |||
Forfeited | — | |||
Vested | (48,750 | ) | ||
Unvested Outstanding at December 31, 2021 | 146,250 | |||
Vested | (48,750 | ) | ||
Unvested Outstanding at March 31, 2022 | 97,500 |
Amount Vested | ||||
Amount vested on March 22, 2021, the Company’s IPO date (represents 25% of shares vested or 48,750 shares) | $ | 267,150 | ||
Amount | 267,150 | |||
Amount to be vested upon the Company’s consummation of a successful business combination (represents 50% of shares vested or 97,500 shares) | 534,300 | |||
Total vesting amount | $ | 1,068,600 |
March 31, 2022 | 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 | $ | 200,034,831 | $ | 200,034,831 | — | — | ||||||||||
Liabilities: | ||||||||||||||||
Working capital loan—related party | 256,000 | — | — | 256,000 | ||||||||||||
Warrant liabilities—Public | 1,600,000 | 1,600,000 | — | — | ||||||||||||
Warrant liabilities—Private | 1,040,000 | — | — | 1,040,000 | ||||||||||||
$ | 2,896,000 | $ | 1,600,000 | $ | — | $ | 1,296,000 | |||||||||
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 | |||||||||
December 31, 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 | $ | 200,014,773 | $ | 200,014,773 | — | — | ||||||||||
Liabilities: | ||||||||||||||||
Warrant liabilities—Public | 3,400,000 | 3,400,000 | — | — | ||||||||||||
Warrant liabilities—Private | 2,210,000 | — | — | 2,210,000 | ||||||||||||
$ | 5,610,000 | $ | 3,400,00 0 | $ | — | $ | 2,210,000 | |||||||||
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 | % |
At March 31, 2022 | At December 31, 2021 | |||||||
Share price | $ | 10.00 | $ | 10.00 | ||||
Strike price | $ | 11.50 | $ | 11.50 | ||||
Term (in years) | 5.00 | 5.00 | ||||||
Volatility | 6.0 | % | 10.0 | % | ||||
Risk-free rate | 2.54 | % | 1.47 | % | ||||
Dividend yield | 0.0 | % | 0.0 | % |
Private Warrants (Level 3) | Public Warrants (Level 1) | Warrant Liabilities | ||||||||||
Fair value as of December 31, 2021 | $ | 2,210,000 | $ | 3,400,000 | $ | 5,610,000 | ||||||
Change in fair value | (1,170,000 | ) | (1,800,000 | ) | (2,970,000 | ) | ||||||
Fair value as of March 31, 2022 | $ | 1,040,000 | $ | 1,600,000 | $ | 2,640,000 | ||||||
At March 31, 2022 | At February 28, 2022 | |||||||
Term (years) | 1.25 | 1.33 | ||||||
Selected Debt Yield Rate (B and BB rated bond yields) | 6.0 | % | 6.0 | % | ||||
Stock price | $ | 9.78 | $ | 9.73 | ||||
Strike price | $ | 11.50 | $ | 11.50 | ||||
Volatility | 4.35 | % | 6.81 | % | ||||
Risk-free rate | 2.41 | % | 1.76 | % | ||||
Dividend yield | 0.0 | % | 0.0 | % |
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 | ||
Level 3 | ||||
Issuance of working capital loan at February 28, 2022 | $ | 275,000 | ||
Initial measurement of draw on working capital loan—related party on February 28, 2022 | (20,000 | ) | ||
Change in fair value of working capital loan at March 31, 2022 | 1,000 | |||
Fair value at March 31, 2022 | $ | 256,000 | ||
We are a blank check company incorporated as a Cayman Islands exempted company on January 27, 2021, and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We intend to consummate an initial business combination using cash from the proceeds of our initial public offering (the “Initial Public Offering”) of 20,000,000 units (each, a “Unit” and collectively, the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”), at an offering price of $10.00 per Unit, generating gross proceeds of $200 million that closed on March 25, 2021 (the “Closing Date”) and the Private Placement (as defined below), and from additional issuances of, if any, our equity and our debt, or a combination of cash, equity and debt. Simultaneously with the closing of the Initial Public Offering on the Closing Date, the Company completed the private placement (the “Private Placement”) of an aggregate of 4,333,334 private placement warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $6.5 million. On the Closing Date, an amount of $200 million ($10.00 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and is invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market fund meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating an initial business combination. There is no assurance that we will be able to complete an initial business combination successfully. We must complete one or more initial business combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into an initial business combination. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). We will provide the holders (the “Public Shareholders”) of Public Shares, with the opportunity to redeem all or a portion of their Public Shares upon the completion of an initial business combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of an initial business combination or conduct a tender offer will be made by us, solely at our discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to us to pay income taxes). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter.18 We will proceed with a Business Combination if we have net tangible assets of at least $5,000,001 upon such consummation of an initial business combination and, only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of an initial business combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, we will, pursuant to the amended and restated memorandum and articles of association which we adopted upon consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing an initial business combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or other reasons, we will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If we seek shareholder approval in connection with an initial business combination, the initial shareholders (as defined below) have agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of an initial business combination. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Warrants and Public Shares in connection with the completion of an initial business combination. Notwithstanding the foregoing, if we seek shareholder approval of an initial business combination and do not conduct redemptions in connection with an initial business combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares sold in the Initial Public Offering, without our prior consent. Our Sponsor, officers and directors (the “initial shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of our obligation to provide holders of our Public Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of our Public Shares if we do not complete our Business Combination within 24 months from the closing of the Initial Public Offering, or March 22, 2023 (the “Combination Period”) or with respect to any other provision relating to the rights of Public Shareholders, unless we provide the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If we have not completed an initial business combination within the Combination Period, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay for its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and its board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.The initial shareholders have agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Warrants held by them if we fail to complete an initial business combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete an initial business combination within the Combination Period. The underwriter has agreed to waive its rights to its deferred underwriting commission held in the Trust Account in the event we do not complete an initial business combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, our Sponsor has agreed to be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under our indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third-party claims. We will seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding our independent registered public accounting firm), prospective target businesses or other entities with which we do business, execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. 19 |
22 | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and ASC 815-40 (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020- is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Our management does not believe that there are any recently issued, but not yet effective, accounting standards that if currently adopted would have a material effect on the accompanying unaudited condensed financial statements. Off-Balance Sheet ArrangementsAs of March 31, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of RegulationS-K. JOBS Act The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the principal executive officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of the Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.Item 3. Quantitative and Qualitative Disclosures About Market Risk |
Item 4. Controls and Procedures |
Item 1. Legal Proceedings |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
Item 3. Defaults Upon Senior Securities |
None. Item 5. Other Information |
Item 6. Exhibits |
Number | Description of Exhibit | |
31.1* | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules13a-14(a)and15(d)-14(a),as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2* | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules13a-14(a)and15(d)-14(a),as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as | |
32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as | |
101.INS* | Inline XBRL Instance Document | |
(the instance document does not appear in the Interactive Data File because its XBRL | ||
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document | |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
Cover Page Interactive Data File |
* | 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 |
/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) |