UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ 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 to

Commission File No. 001-40732

TPB ACQUISITION CORPORATION I

(Exact name of registrant as specified in its charter)

Cayman Islands		98-1582136
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)


1 Letterman Drive, Suite A3-1 San Francisco, CA		94129
(Address of principal executive offices)		(Zip Code)

(415) 854-7074

(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, $.0001 par value, and one-third of one redeemable warrant	TPBAU	Nasdaq Capital Market
Class A ordinary shares included as part of the units	TPBA	Nasdaq Capital Market
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share of an exercise price of $11.50	TPBAW	Nasdaq Capital Market

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, a non-accelerated filer, a 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.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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 11, 2022, there were 18,036,299 Class A ordinary shares, $0.0001 par value per share, and 4,509,074 Class B ordinary shares, $0.0001 par value per share, issued and outstanding.

Table of Contents

TPB ACQUISITION CORPORATION I

Quarterly Report on Form 10-Q

Table of Contents

		Page No.
PART I. FINANCIAL INFORMATION		2
Item 1.	Condensed Interim Financial Statements	2
	Condensed Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021	2
	Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2022, the Three Months Ended September 30, 2021 and the Period From February 8, 2021 (Inception) Through September 30, 2021 (unaudited)	3
	Condensed Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2022, the Three Months Ended September 30, 2021 and the Period From February 8, 2021 (Inception) Through September 30, 2021 (unaudited)	4
	Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2022 and the Period From February 8, 2021 (Inception) Through September 30, 2021 (unaudited)	5
	Notes to Unaudited Condensed Interim Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	30
PART II. OTHER INFORMATION		30
Item 1.	Legal Proceedings	30
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	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	33
SIGNATURES		35

Table of Contents

PART I- FINANCIAL INFORMATION

Item 1.Condensed Interim Financial Statements.

TPB ACQUISITION CORPORATION I

CONDENSED BALANCE SHEETS


	September 30, 2022		December 31, 2021
	(unaudited)
Assets
Current assets:
Cash	$	875,113	$	481,265
Prepaid expenses		335,396		594,223
Total current assets		1,210,509		1,075,488
Investments held in Trust Account		181,358,178		180,368,211
Total Assets	$	182,568,687	$	181,443,699

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit:
Current liabilities:
Accounts payable	$	1,434,585	$	2,600
Accrued expenses		1,327,042		121,581
Note Payable - Related Party		2,000,000		—
Total current liabilities		4,761,627		124,181
Deferred underwriting commissions in connection with the Initial Public Offering		6,312,705		6,312,705
Derivative warrant liabilities		6,285,677		7,408,784
Total Liabilities		17,360,009		13,845,670

Commitments and Contingencies
Class A ordinary shares subject to possible redemption; 18,036,299 shares subject to possible redemption at $10.05 and $10.00 per share as of September 30, 2022 and December 31, 2021, respectively		181,258,178		180,362,990

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding		—		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no non-redeemable shares issued or outstanding		—		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 4,509,074 shares issued and outstanding		451		451
Additional paid-in capital		—		—
Accumulated deficit		(16,049,951)		(12,765,412)
Total shareholders’ deficit		(16,049,500)		(12,764,961)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	$	182,568,687	$	181,443,699

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

Table of Contents

TPB ACQUISITION CORPORATION I

CONDENSED STATEMENTS OF OPERATIONS

UNAUDITED


					For the Nine		For the Period from
	For the Three Months Ended				Months		February 8, 2021
	September 30,				Ended		(inception) through
	2022		2021		September 30, 2022		September 30, 2022
General and administrative expenses	$	2,125,950	$	367,280	$	4,412,425	$	431,855
General and administrative expenses - related party		30,000		16,774		90,000		16,774
Loss from operations		(2,155,950)		(384,054)		(4,502,425)		(448,629)

Other income (expenses) :
Change in fair value of derivative warrant liabilities		(4,264,321)		496,075		1,123,107		496,075
Income from investments in Trust Account		903,792		739		989,967		739
Loss upon issuance of private placement warrants		—		(653,860)		—		(653,860)
Offering costs associated with derivative warrant liabilities		—		(577,447)		—		(577,447)
Total other income (expense), net		(3,360,529)		(734,493)		2,113,074		(734,493)

Net loss	$	(5,516,479)	$	(1,118,547)	$	(2,389,351)	$	(1,183,122)

Weighted average number of shares outstanding of Class A ordinary shares, basic and diluted		18,036,299		9,582,972		18,036,299		3,751,632
Basic and diluted net loss per share, Class A ordinary shares	$	(0.24)	$	(0.08)	$	(0.11)	$	(0.15)
Weighted average number of shares outstanding of Class B ordinary shares - basic and diluted		4,509,074		4,440,580		4,509,074		4,400,674
Basic and diluted net loss per share, Class B ordinary shares	$	(0.24)	$	(0.08)	$	(0.11)	$	(0.15)

SEC Form 10-Q filed by TPB Acquisition Corporation I