Form 10-Q

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

TB SA ACQUISITION CORP

(Exact name of registrant as specified in its charter)


Cayman Islands	001-40260	N/A
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)


PO Box 1093, Boundary Hall Cricket Square Grand Cayman, Cayman Islands		KY1-1102
(Address of principal executive offices)		(Zip Code)

(345)814-5771

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant to acquire one Class A ordinary share	TBSAU	The NASDAQ Stock Market LLC
Class A ordinary shares included as part of the units	TBSA	The NASDAQ Stock Market LLC
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	TBSAW	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☒ No ☐

As of November 14, 2022,

20,000,000

Class A ordinary shares, $0.0001 par value and

5,000,000

Class B ordinary shares, $0.0001 par value, were issued and outstanding.

TB SA ACQUISITION CORP

Form10-Q

For the Period Ended September 30, 2022

Table of Contents


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements		1
	Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021		1
	Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and for the period from January 27, 2021 (Inception) through September 30, 2021		2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and for the period from January 27, 2021 (Inception) through September 30, 2021		3
	Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2022 and for the period from January 27, 2021 (Inception) through September 30, 2021		4
	Notes to Unaudited Condensed Financial Statements		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		28
Item 4.	Controls and Procedures		28

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings		31
Item 1A.	Risk Factors		31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		31
Item 3.	Defaults Upon Senior Securities		31
Item 4.	Mine Safety Disclosures		31
Item 5.	Other Information		31
Item 6.	Exhibits		32

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

TB SA ACQUISITION CORP

CONDENSED BALANCE SHEETS


	September 30, 2022 (Unaudited)			December 31, 2021
Assets
Current assets:
Cash	$	46,836		$	252,323
Prepaid expenses		285,510			555,000

Total current assets		332,346			807,323
Marketable securities held in Trust account		201,207,702			200,014,773
Prepaid expenses, non-current		—			123,164

Total assets	$	201,540,048		$	200,945,260

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	1,907,900		$	1,582,505
Due to related party		378,987			243,038

Total current liabilities		2,286,887			1,825,543
Convertible note - related party		518,000			—
Warrant liabilities		550,000			5,610,000

Total liabilities		3,354,887			7,435,543

Commitments and Contingencies (See Note 6)
Class A ordinary shares subject to possible redemption, 20,000,000 shares at redemption value of $10.06 and $10.00 per share at September 30, 2022 and December 31, 2021, respectively		201,207,702			200,014,773
Shareholders’ Equity (Deficit):
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding (excluding 20,000,000 shares subject to possible redemption)		—			—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,000,000 shares issued and outstanding		500			500
Additional paid-in capital		796,651			267,150
Accumulated deficit		(3,819,692	)		(6,772,706	)

Total Shareholders’ Deficit		(3,022,541	)		(6,505,056	)

Total Liabilities and Shareholders’ Deficit	$	201,540,048		$	200,945,260

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

TB SA ACQUISITION CORP

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


	For the three months ended September 30, 2022			For the three months ended September 30, 2021			For the nine months ended September 30, 2022			For the period from January 27, 2021 (Inception) through September 30, 2021
Formation and operating costs	$	382,123		$	1,103,855		$	1,634,485		$	1,518,441
Stock compensation expense		41,128			—			486,501			267,150

Loss from operations		(423,251	)		(1,103,855	)		(2,120,986	)		(1,785,591	)
Other Income
Interest earned on marketable securities held in Trust Account		902,784			3,413			1,192,929			10,548
Offering expenses related to warrant issuance		—			—			—			(233,453	)
Change in fair value of working capital loan—related party		7,000			—			14,000			—
Change in fair value of over-allotment liability		—			—			—			10,676
Change in fair value of warrant liabilities		703,333			4,620,000			5,060,000			8,689,999

Total other income, net		1,613,117			4,623,413			6,266,929			8,477,770

Net income	$	1,189,866		$	3,519,558		$	4,145,943		$	6,692,179

Weighted average shares outstanding of Class A ordinary share		20,000,000			20,000,000			20,000,000			15,384,615

Basic and diluted net income per share, Class A ordinary share	$	0.05		$	0.14		$	0.17		$	0.33

Weighted average shares outstanding of Class B ordinary share		5,000,000			5,000,000			5,000,000			4,898,785

Basic and diluted net income per share, Class B ordinary share	$	0.05		$	0.14		$	0.17		$	0.33

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

TB SA ACQUISITION CORP

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022


	Ordinary Shares								Additional Paid-In Capital		Accumulated Deficit			Total Shareholders’ Deficit
	Class A				Class B
	Shares		Amount		Shares		Amount
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 income		—		—		—		—		—		2,082,339			2,082,339
Balance as of March 31, 2022		—		—		5,000,000		500		554,300		(4,710,425	)		(4,155,625	)

Remeasurement of Class A ordinary shares to redemption value		—		—		—		—		—		(270,087	)		(270,087	)
Proceeds received in excess of initial fair value of working capital loan - related party		—		—		—		—		23,000		—			23,000
Fair value of Founder Shares transferred to Directors		—		—		—		—		178,223		—			178,223
Net income		—		—		—		—		—		873,738			873,738
Balance as of June 30, 2022		—		—		5,000,000		500		755,523		(4,106,774	)		(3,350,751	)
Fair value of Founder Shares transferred to Directors		—		—		—		—		41,128		—			41,128
Remeasurement of Class A ordinary shares to redemption value		—		—		—		—		—		(902,784	)		(902,784	)
Net income		—		—		—		—		—		1,189,866			1,189,866

Balance as of September 30, 2022		—	$	—		5,000,000	$	500	$	796,651	$	(3,819,692	)	$	(3,022,541	)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND

FOR THE PERIOD FROM JANUARY 27, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021


	Ordinary Shares								Additional Paid-In Capital			Accumulated Deficit			Total Shareholders’ Deficit
	Class A				Class B
	Shares		Amount		Shares		Amount
Balance as of January 27, 2021 (Inception)		—	$	—		—	$	—	$	—		$	—		$	—
Issuance of Founder Shares		—		—		5,750,000		575		24,425			—			25,000
Excess Sponsor paid over Fair value of Private Placement Warrants		—		—		—		—		563,334			—			563,334
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	)

SEC Form 10-Q filed by TB SA Acquisition Corp